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 MarchDecember 31, 2016

 

¨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 Corporation 
(Exact name of small business issuer as specified in its charter)

 

 MISSOURI   36-2667734 
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)  

 

 1307 South 59th, St. Joseph, Missouri 64507 
(Address of principal executive offices, Zip Code)

 

 (816) 279-1625 
(Issuer’s telephone number, including area code)

  

Indicate by check mark whether the registrant (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 preceding 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. YesxNo¨

 

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). YesxNo¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a nonaccelerated 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¨
   
 NonacceleratedNon-accelerated filer¨ (Do not check if a smaller reporting company)Smaller reporting companyx

 

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¨ Nox

 

As of May 11, 2016,February 9, 2017, there were 969,834 shares of common stock, $1.00 par value, outstanding.

 

 

 

Chase General Corporation and SubsidiaryCHASE GENERAL CORPORATION AND SUBSIDIARY

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

FOR THE NINESIX MONTHS ENDED MARCHDECEMBER 31, 2016

 

Part IFinancial Information 
    
 Item 1.Condensed Consolidated Financial Statements 
    
  Condensed Consolidated Balance Sheets as of MarchDecember 31, 2016 (UNAUDITED) and June 30, 201520161
    
  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCHDECEMBER 31, 2016 AND 2015  (UNAUDITED)3
    
  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE NINESIX MONTHS ENDED MARCHDECEMBER 31, 2016 AND 2015  (UNAUDITED)4
    
  Condensed Consolidated Statements of Cash Flows FOR THE NINESIX MONTHS ENDED MARCHDECEMBER 31, 2016 AND 2015 (UNAUDITED)5
    
  Notes to Condensed Consolidated Financial Statements (Unaudited)6
    
 Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations1213
    
 Item 3.Quantitative and Qualitative Disclosures About Market Risk1920
    
 Item 4.Controls and Procedures1920
    
Part IIOther Information 
    
 Item 1.Legal Proceedings2021
    
 Item 1A.Risk Factors2021
    
 Item 2.Unregistered Sales of Equity Securities and Use of Proceeds2021
    
 Item 3.Defaults Upon Senior Securities2021
    
 Item 4.Mine Safety Disclosures2021
    
 Item 5.Other Information2021
    
 Item 6.Exhibits2122
    
 Signatures2223

 

 

PART I. FINANCIAL INFORMATION

 

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

CHASE GENERAL CORPORATION AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 March 31, June 30,  December 31, June 30, 
 2016 2015  2016 2016 
 (Unaudited)    (Unaudited)   
ASSETS                
                
CURRENT ASSETS                
Cash and Cash Equivalents $282,679  $84,204  $299,932  $19,259 
Trade Receivables, Net of Allowance for Doubtful Accounts of $17,196 and $16,296, Respectively  147,781   187,607 
Trade Receivables, Net of Allowance for Doubtful Accounts of $17,149 and $16,549, Respectively  306,723   179,622 
Inventories:                
Finished Goods  94,482   377,853   70,967   433,043 
Goods in Process  9,321   13,815   5,941   6,540 
Raw Materials  82,404   90,506   82,142   76,561 
Packaging Materials  158,989   130,726   145,321   135,732 
Prepaid Expenses  18,337   5,689   39,854   5,689 
Prepaid Income Taxes  29,760   - 
Income Tax Receivable  6,433   29,111 
Deferred Income Taxes  7,314   7,288   6,943   7,533 
Total Current Assets  831,067   897,688   964,256   893,090 
                
PROPERTY AND EQUIPMENT                
Land  35,000   35,000   35,000   35,000 
Buildings  77,348   77,348   77,348   77,348 
Machinery and Equipment  817,836   807,325   838,131   820,885 
Trucks and Autos  213,116   198,845   213,116   213,116 
Office Equipment  31,518   31,518   31,518   31,518 
Leasehold Improvements  72,068   72,068   72,068   72,068 
Total  1,246,886   1,222,104   1,267,181   1,249,935 
Less Accumulated Depreciation  869,233   861,341   949,202   896,288 
Total Property and Equipment, Net  377,653   360,763   317,979   353,647 
                
Total Assets $1,208,720  $1,258,451  $1,282,235  $1,246,737 

 

The accompanying notes are an integral part of the unaudited


condensed consolidated financial statements.

 

(1)

(1)

 

CHASE GENERAL CORPORATION AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)

 

 March 31, June 30,  December 31, June 30, 
 2016 2015  2016 2016 
 (Unaudited)    (Unaudited)   
LIABILITIES AND STOCKHOLDERS' EQUITY                
                
CURRENT LIABILITIES                
Accounts Payable $40,606  $111,944  $142,251  $46,718 
Current Maturities of Notes Payable  15,297   8,297   15,793   15,460 
Accrued Expenses  28,874   17,966   19,772   25,163 
Income Taxes Payable  -   26,119 
Deferred Income  1,299   1,299   1,299   1,299 
Total Current Liabilities  86,076   165,625   179,115   88,640 
                
LONG-TERM LIABILITIES                
Deferred Income  10,389   11,362   9,415   10,064 
Notes Payable, Less Current Maturities  59,324   14,004   47,416   55,397 
Deferred Income Taxes  93,916   98,866   72,510   90,446 
Total Long-Term Liabilities  163,629   124,232   129,341   155,907 
                
Total Liabilities  249,705   289,857   308,456   244,547 
                
COMMITMENTS AND CONTINGENCIES                
                
STOCKHOLDERS' EQUITY                
Capital Stock Issued and Outstanding:                
Prior Cumulative Preferred Stock, $5 Par Value:                
Series A (Liquidation Preference $2,242,500 and $2,220,000, Respectively)  500,000   500,000 
Series B (Liquidation Preference $2,197,500 and $2,175,000, Respectively)  500,000   500,000 
Series A (Liquidation Preference $2,265,000 and $2,250,000, Respectively)  500,000   500,000 
Series B (Liquidation Preference $2,220,000 and $2,205,000, Respectively)  500,000   500,000 
Cumulative Preferred Stock, $20 Par Value:                
Series A (Liquidation Preference $5,063,097 and $5,019,197, Respectively)  1,170,660   1,170,660 
Series B (Liquidation Preference $825,131 and $817,977, Respectively)  190,780   190,780 
Series A (Liquidation Preference $5,106,997 and $5,077,730, Respectively)  1,170,660   1,170,660 
Series B (Liquidation Preference $832,285 and $827,516, 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  (5,506,981)  (5,497,402)  (5,492,217)  (5,463,806)
Total Stockholders' Equity  959,015   968,594   973,779   1,002,190 
                
Total Liabilities and Stockholders' Equity $1,208,720  $1,258,451  $1,282,235  $1,246,737 

 

The accompanying notes are an integral part of the unaudited


condensed consolidated financial statements.

 

(2)

(2)

 

CHASE GENERAL CORPORATION AND SUBSIDIARY

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

 Three Months Ended  Three Months Ended 
 March 31  December 31 
 2016 2015  2016 2015 
          
NET SALES $476,676  $450,836  $1,153,469  $1,278,677 
                
COST OF SALES  437,017   356,567   931,235   920,887 
Gross Profit on Sales  39,659   94,269   222,234   357,790 
                
OPERATING EXPENSES                
Selling  73,854   74,670   132,229   156,957 
General and Administrative  86,747   83,890   86,909   95,236 
Gain on Sale of Equipment  -   (10,590)  -   (8,990)
Total Operating Expenses  160,601   147,970   219,138   243,203 
                
Loss from Operations  (120,942)  (53,701)
Income from Operations  3,096   114,587 
                
OTHER INCOME (EXPENSE)                
Miscellaneous Income  609   626   408   421 
Interest Expense  (890)  (125)  (4,140)  (2,741)
Total Other Income (Expense), Net  (281)  501 
Total Other Income (Expense)  (3,732)  (2,320)
                
Net Loss Before Income Taxes  (121,223)  (53,200)
Income (Loss) before Income Taxes  (636)  112,267 
                
BENEFIT FOR INCOME TAXES  (42,708)  (18,397)
PROVISION FOR INCOME TAXES (INCOME TAX BENEFIT)  (153)  39,581 
                
NET LOSS $(78,515) $(34,803)
NET INCOME (LOSS) $(483) $72,686 
                
NET LOSS PER SHARE OF COMMON STOCK        
EARNINGS (LOSS) PER SHARE        
Basic $(0.11) $(0.07) $(0.03) $0.04 
                
Diluted $(0.11) $(0.07) $(0.03) $0.02 

 

The accompanying notes are an integral part of the unaudited


condensed consolidated financial statements.

 

(3)

(3)

 

CHASE GENERAL CORPORATION AND SUBSIDIARY

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

 Nine Months Ended  Six Months Ended 
 March 31  December 31 
 2016 2015  2016 2015 
          
NET SALES $2,818,456  $2,734,017  $2,015,657  $2,341,780 
                
COST OF SALES  2,201,287   1,917,694   1,603,126   1,764,270 
Gross Profit on Sales  617,169   816,323   412,531   577,510 
                
OPERATING EXPENSES                
Selling  353,587   339,074   231,495   279,733 
General and Administrative  297,034   295,724   222,655   210,287 
Gain on Sale of Equipment  (21,364)  (26,502)  -   (21,364)
Total Operating Expenses  629,257   608,296   454,150   468,656 
                
Income (Loss) from Operations  (12,088)  208,027   (41,619)  108,854 
                
OTHER INCOME (EXPENSE)                
Miscellaneous Income  1,408   13,070   784   799 
Interest Expense  (3,906)  (2,081)  (4,957)  (3,014)
Total Other Income (Expense), Net  (2,498)  10,989 
Total Other Income (Expense)  (4,173)  (2,215)
                
Net Income (Loss) Before Income Taxes  (14,586)  219,016 
Income (Loss) before Income Taxes  (45,792)  106,639 
                
PROVISION (BENEFIT) FOR INCOME TAXES  (5,007)  76,579 
PROVISION FOR INCOME TAXES (INCOME TAX BENEFIT)  (17,381)  37,701 
                
NET INCOME (LOSS) $(9,579) $142,437  $(28,411) $68,938 
                
NET INCOME (LOSS) PER SHARE OF COMMON STOCK        
EARNINGS (LOSS) PER SHARE        
Basic $(0.11) $0.05  $(0.10) $0.01 
                
Diluted $(0.11) $0.02  $(0.10) $- 

The accompanying notes are an integral part of the unaudited


condensed consolidated financial statements.

 

(4)

(4)

 

CHASE GENERAL CORPORATION AND SUBSIDIARY

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

 Nine Months Ended  Six Months Ended 
 March 31  December 31 
 2016 2015  2016 2015 
CASH FLOWS FROM OPERATING ACTIVITIES             
Net Income (Loss) $(9,579) $142,437  $(28,411) $68,938 
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities:                
Depreciation and Amortization  88,777   74,904   52,913   60,968 
Allowance for Bad Debts  900   1,950   600   600 
Deferred Income Amortization  (973)  (974)  (649)  (649)
Deferred Income Taxes  (4,976)  (2,267)  (17,346)  (1,843)
(Gain) on Sale of Equipment  (21,364)  (26,502)
Gain on Sale of Equipment  -   (21,364)
Effects of Changes in Operating Assets and Liabilities:                
Trade Receivables  38,926   35,644   (127,701)  11,718 
Inventories  267,704   72,079   347,505   224,404 
Prepaid Expenses  (12,648)  (14,129)  (34,165)  (32,550)
Prepaid Income Taxes  (29,760)  (11,970)
Income Taxes Receivable  22,678   - 
Accounts Payable  (71,338)  (7,145)  95,533   13,823 
Accrued Expenses  10,908   (104,293)  (5,391)  (3,063)
Income Taxes Payable  (26,119)  58,322   -   (5,784)
Net Cash Provided by Operating Activities  230,458   218,056   305,566   315,198 
                
CASH FLOWS FROM INVESTING ACTIVITIES                
Purchases of Property and Equipment  (21,622)  (54,001)  (17,245)  (21,622)
                
CASH FLOWS FROM FINANCING ACTIVITIES                
Proceeds from Line-of-Credit  300,000   265,000   325,000   300,000 
Principal Payments on Line-of-Credit  (300,000)  (265,000)  (325,000)  (300,000)
Principal Payments on Notes Payable  (10,361)  (21,317)  (7,648)  (6,666)
Net Cash Used by Financing Activities  (10,361)  (21,317)  (7,648)  (6,666)
                
NET INCREASE IN CASH AND CASH EQUIVALENTS  198,475   142,738   280,673   286,910 
                
Cash and Cash Equivalents - Beginning of Period  84,204   162,435   19,259   84,204 
                
CASH AND CASH EQUIVALENTS - END OF PERIOD $282,679  $305,173  $299,932  $371,114 

 

The accompanying notes are an integral part of the unaudited


condensed consolidated financial statements.

 

(5)

(5)

 

CHASE GENERAL CORPORATION AND SUBSIDIARY

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

NOTE 1GENERALgeneral

 

The condensed consolidated balance sheet of Chase General Corporation (hereinafter referred to as “Chase”, “we”, “our”, and “us”) at June 30, 20152016 has been taken from audited consolidated financial statements at that date and condensed. The condensed consolidated financial statements as of and for the three and ninesix months ended MarchDecember 31, 2016 and for the three and ninesix months ended MarchDecember 31, 2015 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-K for the year ended June 30, 2015.2016. The results of operations for the three and ninesix months ended MarchDecember 31, 2016 and cash flows for the ninesix months ended MarchDecember 31, 2016 are not necessarily indicative of the results for the entire fiscal year ending June 30, 2016.2017. 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.

 

No events have occurred subsequent to MarchDecember 31, 2016, through the date of filing this form, 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 ninesix month period ended MarchDecember 31, 2016.

 

NOTE 2(6)EARNINGS 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.

Contingently issuable shares were not included in the diluted earnings for the three months ended March 31, 2016, the three months ended March 31, 2015, and the nine months ended March 31, 2016 as they would have an antidilutive effect upon earnings per share.

(6)

 

CHASE GENERAL CORPORATION AND SUBSIDIARY

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

NOTE 2EARNINGS (Loss) PER SHARE(continued)

 

  Three Months Ended  Nine Months Ended 
  March 31  March 31 
  2016  2015  2016  2015 
Net Income (Loss) $(78,515) $(34,803) $(9,579) $142,437 
                 
Preferred Dividend Requirements:                
6% Prior Cumulative Preferred, $5 Par Value  15,000   15,000   45,000   45,000 
5% Convertible Cumulative Preferred, $20 Par Value  17,018   17,018   51,054   51,054 
Total Dividend Requirements  32,018   32,018   96,054   96,054 
                 
Net Income (Loss) - Common                
Stockholders $(110,533) $(66,821) $(105,633) $46,383 
                 
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 $(0.11) $(0.07) $(0.11) $0.05 
                 
Diluted Earnings per Share $(0.11) $(0.07) $(0.11) $0.02 

The earnings (loss) per share were computed on the weighted average of outstanding common shares during the period. Diluted earnings per share are calculated by including contingently issuable shares with the weighted average shares outstanding.

  Three Months Ended  Six Months Ended 
  December 31  December 31 
  2016  2015  2016  2015 
Net Income (Loss) $(483) $72,686  $(28,411) $68,938 
                 
Preferred Dividend Requirements:                
6% Prior Cumulative Preferred, $5 Par Value  15,000   15,000   30,000   30,000 
5% Convertible Cumulative Preferred, $20 Par Value  17,018   17,018   34,036   34,036 
Total Dividend Requirements  32,018   32,018   64,036   64,036 
                 
Net Income (Loss) - Common Stockholders $(32,501) $40,668  $(92,447) $4,902 
                 
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 (Loss) per Share $(0.03) $0.04  $(0.10) $0.01 
                 
Diluted Earnings (Loss) per Share $(0.03) $0.02  $(0.10) $- 

The contingently issuable shares, for the three months and six months ended December 31, 2016, were not included in diluted earnings per common share as they would have an antidilutive effect upon earnings per share.

(7)

CHASE GENERAL CORPORATION AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

note 2EARNINGS (LOSS) PER SHARE (continued)

 

Cumulative Preferred Stock dividends in arrears at MarchDecember 31, 2016 and 2015 totaled $7,916,788$8,012,842 and $7,788,716,$7,884,770, respectively. Total dividends in arrears, on a per share basis, consist of the following:

 

 Nine Months Ended  Six Months Ended 
 March 31  December 31 
 2016 2015  2016 2015 
6% Convertible                
Series A $17  $17  $17  $17 
Series B  17   16   17   17 
5% Convertible                
Series A $67  $66  $67  $66 
Series B  67   66   67   66 

 

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.

 

(7)

CHASE GENERAL CORPORATION AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 2EARNINGS PER SHARE(continued)

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.

 

NOTE 3(8)NOTES PAYABLE

 

The Company’s notes payable consists of:

    March 31,  June 30, 
Payee Terms 2016  2015 
         
Nodaway Valley Bank $350,000 line-of-credit agreement expiring on January 4, 2017, with a variable interest rate at prime but not less than 5%. The line-of-credit is collateralized by substantially all assets of the Company. Management anticipates renewal of the line-of-credit agreement at similar terms upon expiration. $-  $- 
           
Ford Credit $468 monthly payments, interest of 2.9%; final payment due January 2019, secured by a vehicle.  15,305   19,151 
           
Ford Credit $705 monthly payments, interest of 5.8%; final payment due October 2021, secured by a vehicle.  40,208   - 
           
Toyota Credit $364 monthly payments, interest of 3.5%; final payment due December 2020, secured by a vehicle.  19,108   - 
           
Ford Credit $517 monthly payments, interest of 0%; secured by a vehicle.  -   3,150 
           
Total    74,621   22,301 
Less Current Portion    15,297   8,297 
Long-Term Portion   $59,324  $14,004 

(8)

 

CHASE GENERAL CORPORATION AND SUBSIDIARY

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

NOTE 3NOTES PAYABLE

The Company’s long-term debt consists of:

    December 31,  June 30, 
Payee Terms 2016  2016 
Nodaway Valley Bank $350,000 line-of-credit agreement expiring on January 4, 2018, with a variable interest rate at prime but not less than 5%.  The line-of-credit is collateralized by substantially all assets of the Company. $-  $- 
           
Ford Credit $705 monthly payments, interest of 5.8%; final payment due October 2021, secured by a vehicle.  35,537   38,674 
           
Toyota Credit $364 monthly payments, interest of 3.5%; final payment due December 2020, secured by a vehicle.  16,297   18,179 
           
Ford Credit $468 monthly payments, interest of 2.9%; final payment due January 2019, secured by a vehicle.  11,375   14,004 
           
Total    63,209   70,857 
Less Current Portion    15,793   15,460 
Long-Term Portion   $47,416  $55,397 

(9)

CHASE GENERAL CORPORATION AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

note 3NOTES PAYABLE (continued)

 

Future minimum payments for the twelve months ending MarchDecember 31 are:

 

March 31: Amount 
December 31: Amount 
2017 $15,297  $15,793 
2018  15,962   16,481 
2019  15,716   11,973 
2020  11,652   12,098 
2021  11,155   6,864 
Thereafter  4,839 
Total $74,621  $63,209 

 

NOTE 4INCOME TAXES

 

The Company follows the provisions for uncertain tax positions as addressed in Financial Accounting Standards BoardAccounting Standards Codification 740-10. The Company recognized no liability for unrecognized tax benefits at MarchDecember 31, 2016. The Company has no material tax positions at MarchDecember 31, 2016 for which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing of such deductibility. The Company had no accruals for interest or penalties at MarchDecember 31, 2016. The Company’s federal income tax returns for the fiscal years ended 2013, 2014, 2015 and 20152016 are subject to examination by the Internal Revenue Service taxing authority.

 

NOTE 5SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

 

 Nine Months Ended  Six Months Ended 
 March 31  December 31 
 2016 2015  2016 2015 
          
Cash Paid for:                
Interest $3,906  $2,081  $4,957  $3,014 
                
Income Taxes $55,888  $32,494  $2,030  $45,368 
                
Noncash Transactions:                
Financing of New Vehicles $62,681  $21,228  $-  $62,681 

 

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CHASE GENERAL CORPORATION AND SUBSIDIARY

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

NOTE 6RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued amended guidance to clarify the principles for recognizing revenue from contracts with customers. The guidance requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. The guidance also requires expanded disclosures relating to the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative and quantitative disclosures are required regarding customer contracts, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. The guidance will initially be applied retrospectively using one of two methods. The standard will be effective for the entity for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Early adoption is permitted beginning for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is evaluating the impact of the amended revenue recognition guidance on its consolidated financial statements.

 

In July 2015, the FASB issued Accounting Standards Update No. 2015-11, "Inventory (Topic 330): Simplifying the Measurement of Inventory," ("ASU 2015-11"). An entity using an inventory method other than last-in, first out ("LIFO") or the retail inventory method should measure inventory at the lower of cost and net realizable value. The new guidance clarifies that net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The update is effective as of January 1, 2017,for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements.

 

In February 2016, the FASB issued amended guidance for the treatment of leases. The guidance requires lessees to recognize a right-of-use asset and a corresponding lease liability for all operating and finance leases with lease terms greater than one year. The guidance also requires both qualitative and quantitative disclosures regarding the nature of the entity’s leasing activities. The guidance will initially be applied using a modified retrospective approach. The amendments in the guidance are effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. The Company is evaluating the impact of the amended lease guidance on the its consolidated financial statements.

 

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CHASE GENERAL CORPORATION AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 6RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS(continued)

In August 2014, the FASB issued ASU No. 2014-15, "Presentation of Financial Statements - Going Concern (Subtopic 205-40)". ASU 2014-15 provides guidance related to management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosure. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and for interim and annual periods thereafter. Early application is permitted. The Company does not expect the adoption of ASU 2014-15 to have a material effect on the financial position, results of operations or cash flows.

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CHASE GENERAL CORPORATION AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

In November 2015, the FASB issued ASC Update No. 2015-17, “Balance Sheet Classification of Deferred Taxes” as part of its simplification initiatives. This update requires deferred tax liabilities and assets to be classified as non-current on the consolidated condensed balance sheet for fiscal years beginning after December 15, 2016, and interim periods within those annual periods. Early application is permitted. An entity can elect to adopt prospectively or retrospectively to all periods presented. We do not expect the adoption of ASU 2014-152015-17 to have a material effect on our financial position, results of operations or cash flows.

 

There have been no other newly issued or newly applicable accounting pronouncements that have, or are expected to have, a significant impact on the Company’sCompany's consolidated financial statements.

 

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CHASE GENERAL CORPORATION AND SUBSIDIARY

 

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

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

AND RESULTS OF OPERATIONS

 

OVERVIEW

 

Chase General Corporation (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.

 

The Company’s business, like that of many other confectionary product manufacturers, is seasonal. Historically, the Company has realized more of its revenue and earnings in the fiscal second quarter, which includes the majority of the holiday shopping season, than in any other fiscal quarter.

RESULTS OF OPERATIONS - Three Months Ended December 31, 2016 Compared to Three Months Ended December 31, 2015, and Six Months Ended December 31, 2016 Compared to Six Months Ended December 31, 2015

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  Six Months Ended 
  December 31  December 31 
  2016  2015  2016  2015 
Net Sales  100%  100%  100%  100%
Cost of Sales  81   72   80   75 
Gross Profit on Sales  19   28   20   25 
Operating Expenses  19   19   23   20 
Income (Loss) from Operations  -   9   (3)  5 
Other Income (Expense), Net  -   (1)  -   - 
Income (Loss) before Income Taxes  -   8   (3)  5 
Provision (Benefit) for Income Taxes  -   3   (1)  2 
Net Income (Loss)  -%  5%  (2)%  3%

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CHASE GENERAL CORPORATION AND SUBSIDIARY

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

AND RESULTS OF OPERATIONS

NET SALES

Net sales decreased $125,208 or 10% for the three months ended December 31, 2016 to $1,153,469 compared to $1,278,677 for the three months ended December 31, 2015. Gross sales for Chase Candy increased $64,909 to $497,792 for the three months ended December 31, 2016, compared to $432,883 for the three months ended December 31, 2015. Gross sales for Seasonal Candy decreased $199,378 to $665,658 for the three months ended December 31, 2016, compared to $865,036 for the three months ended December 31, 2015. Gross sales for other sales for the Company increased $3,291 to $7,143 for the three months ended December 31, 2016, compared to $3,852 for the three months ended December 31, 2015. Sales returns and allowances for the Company decreased $5,970 to $17,124 for the three months ended December 31, 2016, compared to $23,094 for the three months ended December 31, 2015.

The 15% increase in gross sales of Chase Candy of $64,909 for the three months ended December 31, 2016 over the same period ended December 31, 2015, is primarily due to the net effect of the following: 1) increased sales of the L212 Mini Mash division by approximately $31,000 versus the same period a year ago primarily due to increased orders from existing customers; 2) increased sales of L276 Cherry Mash Distributor Pack division by approximately $19,000 versus the same period a year ago primarily due to increased orders from existing customers; 3) increased sales of L200 Cherry Mash Merchandisers division by approximately $9,000 versus the same period a year ago due to increased orders from existing customers; and 4) increased sales of L278 Mini Mash division by approximately $7,000 versus the same period a year ago due to increased orders from existing customers.

The 23% decrease in gross sales of Seasonal Candy of $199,378 for the three months ended December 31, 2016 over the same period ended December 31, 2015, is primarily due to the net effect of the following: 1) a decrease in the generic seasonal division netting approximately $180,000 versus the same period a year ago, primarily due to existing customers decreasing orders; and 2) decreased orders in the bulk seasonal division netting approximately $44,000, due to decreased sales from existing customers; offset by 3) increased volume from various customers in the clamshell seasonal division netting approximately $24,000 versus the same period a year ago, primarily due to existing customers increasing orders.

Net sales decreased $326,123 or 14% for the six months ended December 31, 2016 to $2,015,657 compared to $2,341,780 for the six months ended December 31, 2015. Gross sales for Chase Candy decreased $5,191 to $919,677 for the six months ended December 31, 2016, compared to $924,868 for the six months ended December 31, 2015. Gross sales for Seasonal Candy decreased $332,344 to $1,112,720 for the six months ended December 31, 2016, compared to $1,445,064 for the six months ended December 31, 2015. Gross sales for other sales for the Company increased $2,604 to $7,182 for the six months ended December 31, 2016, compared to $4,578 for the six months ended December 31, 2015. Sales returns and allowances for the Company decreased $8,808 to $23,922 for the six months ended December 31, 2016, compared to $32,730 for the six months ended December 31, 2015.

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CHASE GENERAL CORPORATION AND SUBSIDIARY

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

AND RESULTS OF OPERATIONS

NET SALES (CONTINUED)

The 1% decrease in gross sales of Chase Candy of $5,191 for the six months ended December 31, 2016 over the same period ended December 31, 2015, is primarily due to the following: 1) decreased sales of the L278 Mini Mash division by approximately $15,000 versus the same period a year ago primarily due to existing customers decreasing orders; offset by 2) increased sales of the L276 Cherry Mash Distributor Pack division by approximately $11,000 versus the same period a year ago primarily due to existing customers increasing orders.

The 23% decrease in gross sales of Seasonal Candy of $332,344 for the six months ended December 31, 2016 over the same period ended December 31, 2015, is primarily due to the net effect of the following: 1) decreased orders from three customers in the generic seasonal division netting approximately $328,000 versus the same period a year ago, primarily due to customers decreasing orders; 2) decreased orders in the bulk seasonal division netting approximately $30,000 due to decreased sales from existing customers; offset by 3) increased volume from various customers in the clamshell seasonal division netting approximately $25,000 versus the same period a year ago, primarily due to customers increasing orders.

COST OF SALES

The cost of sales increased $10,348 to $931,235 or 81% of related revenues for the three months ended December 31, 2016, compared to $920,887 or 72% of related revenues for the three months ended December 31, 2015. The 1% increase in cost of sales of $10,348 is primarily due to a 15% increase in the price of peanuts offset by a 4% decrease in the price of sugar and the 10% decrease in net sales of $125,208.

The cost of sales decreased $161,144 to $1,603,126 or 80% of related revenues for the six months ended December 31, 2016, compared to $1,764,270 or 75% of related revenues for the six months ended December 31, 2015. The 9% decrease in cost of sales of $161,144 is primarily due to a 14% decrease in net sales of $326,123, offset by a 10% increase in the price of corn syrup and an 8% increase in the price of peanuts.

Due to volatility in the regions where these raw materials are grown, management anticipates the prices of these raw materials to continue to fluctuate primarily based on supply and demand.

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CHASE GENERAL CORPORATION AND SUBSIDIARY

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

AND RESULTS OF OPERATIONS

SELLING EXPENSES

Selling expenses for the three months ended December 31, 2016 decreased $24,728 to $132,229, which is 11% of sales, compared to $156,957, or 12% of sales for the three months ended December 31, 2015. The decrease of $24,728 in selling expenses for the three months ended December 31, 2016 is primarily due to lower promotions expense and lower commission expense. Promotions expense, which are paid to customers for various marketing reasons, decreased $13,291 to $27,023 for this period from $40,314 for the three months ended December 31, 2015. Commission expense, which are based on sales, decreased $9,122 to $39,695 for this period from $48,817 for the three months ended December 31, 2015.

Selling expenses for the six months ended December 31, 2016 decreased $48,238 to $231,495, which is 11% of sales, compared to $279,733 or 12% of sales for the six months ended December 31, 2015. The decrease of $48,238 in selling expenses for the six months ended December 31, 2016 is primarily due to lower promotions expense, lower commission expense, and lower depreciation expense for the period. Promotions expense decreased $21,273 to $44,098 for this period from $65,371 for the six months ended December 31, 2015. Commission expense decreased $17,392 to $73,010 for this period from $90,402 for the six months ended December 31, 2015 primarily due to the decrease in sales. Depreciation expense decreased $6,667 to $21,312 for this period from $27,979 primarily due to the decrease in purchases of property and equipment during this period opposed to the six months ended December 31, 2015.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses for the three months ended December 31, 2016 decreased $8,327 to $86,909 and 8% of sales, compared to $95,236 or 7% of sales for the three months ended December 31, 2015. The decrease of $8,327 in general and administrative expenses for the three months ended December 31, 2016 is primarily due to lower professional fees offset by higher insurance expense and higher payroll expense. Professional fees decreased $16,696 to $14,970 for this period from $31,666 for the three months ending December 31, 2015 due to lower audit fees versus the same period a year ago. Insurance expense increased $4,241 to $28,466 for this period from $24,225 for the three months ending December 31, 2015 due to employees changing their enrollment in insurance plans. Payroll expense increased $2,631 to $7,888 for this period from $5,257 for the three months ending December 31, 2015 due to reclassifying payroll expenses that were previously charged to cost of sales to general and administrative payroll expenses as roles in the company changed from the previous period.

General and administrative expenses for the six months ended December 31, 2016 increased $12,368 to $222,655 or 11% of sales, compared to $210,287 or 9% of sales for the six months ended December 31, 2015. The increase of $12,368 in general and administrative expenses for the six months ended December 31, 2016 is primarily due to higher insurance expense and higher payroll tax expense. Insurance expense increased $9,331 to $55,913 for this period from $46,582 for the six months ending December 31, 2015 due to employees changing their enrollment in insurance plans. Payroll tax expense increased $3,702 to $15,296 for this period from $11,594 for the six months ending December 31, 2015 due to reclassifying payroll expenses that were previously charged to cost of sales to general and administrative payroll expenses as roles in the company changed from the previous period.

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CHASE GENERAL CORPORATION AND SUBSIDIARY

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

AND RESULTS OF OPERATIONS

OTHER INCOME (EXPENSE)

Other income (expense) decreased by $1,412 for the three months ended December 31, 2016 to $(3,732), compared to $(2,320) for the three months ended December 31, 2015 primarily due to an increase of $1,399 in interest expense.

Other income (expense) decreased by $1,958 for the six months ended December 31, 2016 to $(4,173), compared to $(2,215) for the six months ended December 31, 2015 primarily due to an increase of $1,943 in interest expense.

PROVISION (BENEFIT) FOR INCOME TAXES

The Company recorded income tax benefit for the three months ended December 31, 2016 of $(153) as compared to income tax expense of $39,581 for the three months ended December 31, 2015. The Company recorded income tax benefit for the six months ended December 31, 2016 of $(17,381) as compared to income tax expense of $37,701 for the six months ended December 31, 2015. The net income tax expense (benefit) recorded for the three and six months ended December 31, 2016 is primarily due to recognizing income taxes in relation to the profitability of operations.

NET INCOME (LOSS)

The Company reported net loss for the three months ended December 31, 2016 of $(483), compared to net income of $72,686 for the three months ended December 31, 2015. This decrease of $73,169 is explained above. The Company reported net loss for the six months ended December 31, 2016 of $(28,411), compared to net income of $68,938 for the six months ended December 31, 2015. This decrease of $97,349 is explained above.

PREFERRED DIVIDENDS

Preferred dividends were $32,018 for the three months ended December 31, 2016 and 2015, which reflects additional preferred stock dividends in arrears 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.

Preferred dividends were $64,036 for the six months ended December 31, 2016 and 2015, which reflects additional preferred stock dividends in arrears 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.

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CHASE GENERAL CORPORATION AND SUBSIDIARY

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

AND RESULTS OF OPERATIONS

NET INCOME (LOSS) APPLICABLE TO COMMON STOCKHOLDERS

Net loss applicable to common stockholders for the three months ended December 31, 2016 was $(32,501) which is a decrease of $73,169 as compared to the net income applicable to common stockholders for the three months ended December 31, 2015 of $40,668.

Net loss applicable to common stockholders for the six months ended December 31, 2016 was $(92,447) which is a decrease of $97,349 as compared to the net income applicable to common stockholders for the six months ended December 31, 2015 of $4,902.

LIQUIDITY AND CAPITAL RESOURCES

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

  Six Months Ended 
  December 31 
  2016  2015 
Net Cash Provided by Operating Activities $305,566  $315,198 
Net Cash Used in Investing Activities $(17,245) $(21,622)
Net Cash Used by Financing Activities $(7,648) $(6,666)

Management has no material commitments for capital expenditures during the remainder of fiscal 2017. The $305,566 of cash provided by operating activities is fully detailed in the condensed consolidated statement of cash flows on page five. The $17,245 of cash used in investing activities is the purchase of equipment used during the manufacturing process. The $7,648 of cash used in financing activities is the principal payments on equipment and vehicle loans. At December 31, 2016, the Company had $350,000 remaining on the line-of-credit, which could be utilized to help fund any working capital requirements.

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.

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.

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CHASE GENERAL CORPORATION AND SUBSIDIARY

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

AND RESULTS OF OPERATIONS

CRITICAL ACCOUNTING POLICIES

 

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.

 

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CHASE GENERAL CORPORATION AND SUBSIDIARY

 

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

RESULTS OF OPERATIONS - Three Months Ended March 31, 2016 Compared to Three Months Ended March 31, 2015, and Nine Months Ended March 31, 2016 Compared to Nine Months Ended March 31, 2015

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  Nine Months Ended 
  March 31  March 31 
  2016  2015  2016  2015 
Net Sales  100%  100%  100%  100%
Cost of Sales  92   79   78   70 
Gross Profit on Sales  8   21   22   30 
Operating Expenses  34   33   22   22 
Income (Loss) from Operations  (26)  (12)  -   8 
Other Income (Expense), Net  -   1   -   - 
Income (Loss) before Income Taxes  (26)  (11)  -   8 
Provision (Benefit) for Income Taxes  (9)  (4)  -   3 
Net Income (Loss)  (17)%  (7)%  -%  5%

NET SALES

Net sales increased $25,840 or 6% for the three months ended March 31, 2016 to $476,676 compared to $450,836 for the three months ended March 31, 2015. Gross sales for Chase Candy increased $19,142 to $468,975 for the three months ended March 31, 2016, compared to $449,833 for the three months ended March 31, 2015. Gross sales for Seasonal Candy increased $3,263 to $13,969 for the three months ended March 31, 2016, compared to $10,706 for the three months ended March 31, 2015. Gross sales for other sales for the Company decreased $605 to $662 for the three months ended March 31, 2016, compared to $1,267 for the three months ended March 31, 2015. Sales returns and allowances for the Company decreased $4,040 to $6,930 for the three months ended March 31, 2016, compared to $10,970 for the three months ended March 31, 2015.

The 4% increase in gross sales of Chase Candy of $19,142 for the three months ended March 31, 2016 over the same period ended March 31, 2015, is primarily due to the net effect of the following: 1) increased sales of the L212 Mini Mash division by approximately $31,000 versus the same period a year ago primarily due to one customer increasing orders; offset by 2) decreased sales in the L276 Cherry Mash Bar division by approximately $6,000 due to two customers decreasing orders; and 3) decreased sales in the L278 Mini Mash division by approximately $6,000 due to one customer decreasing orders.

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CHASE GENERAL CORPORATION AND SUBSIDIARY

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

NET SALES (CONTINUED)

The 30% increase in gross sales of Seasonal Candy of $3,263 for the three months ended March 31, 2016 over the same period ended March 31, 2015, is primarily due to the net effect of the following: 1) increased sales in the generic seasonal product division by approximately $8,000 due to sales to one new customer; offset by 2) decreased sales in the bulk seasonal division by approximately $3,000 versus the same period a year ago primarily due to decreased orders from one customer; and 3) decreased sales in the clamshell seasonal division by approximately $2,000 versus the same period a year ago primarily due to decreased sales to two customers.

Net sales increased $84,439 or 3% for the nine months ended March 31, 2016 to $2,818,456 compared to $2,734,017 for the nine months ended March 31, 2015. Gross sales for Chase Candy decreased $94,798 to $1,393,843 for the nine months ended March 31, 2016, compared to $1,488,641 for the nine months ended March 31, 2015. Gross sales for Seasonal Candy increased $183,300 to $1,459,033 for the nine months ended March 31, 2016, compared to $1,275,733 for the nine months ended March 31, 2015. Gross sales for other sales for the Company decreased $4,251 to $5,240 for the nine months ended March 31, 2016, compared to $9,491 for the nine months ended March 31, 2015. Sales returns and allowances for the Company decreased $188 to $39,660 for the nine months ended March 31, 2016, compared to $39,848 for the nine months ended March 31, 2015.

The 6% decrease in gross sales of Chase Candy of $94,798 for the nine months ended March 31, 2016 over the same period ended March 31, 2015, is primarily due to the following: 1) decreased sales of the L276 Cherry Mash Distributor Pack division by approximately $94,000 versus the same period a year ago primarily due to three customers decreasing orders and 2) various other fluctuations netting to a decrease of approximately $1,000.

The 14% increase in gross sales of Seasonal Candy of $183,300 for the nine months ended March 31, 2016 over the same period ended March 31, 2015, is primarily due to the net effect of the following: 1) increased sales in the generic seasonal product division by approximately $221,000 due to increased orders from two customers offset by decreased orders of another customer; 2) increased sales in the bulk seasonal division by approximately $31,000 versus the same period a year ago primarily due to increased orders from one customer; offset by 3) decreased sales in the clamshell seasonal division by approximately $69,000 versus the same period a year ago primarily due to decreased orders from four customers.

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CHASE GENERAL CORPORATION AND SUBSIDIARY

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

COST OF SALES

The cost of sales increased $80,450 to $437,017 or 92% of related revenues for the three months ended March 31, 2016, compared to $356,567 or 79% of related revenues for the three months ended March 31, 2015. The 23% increase in cost of sales of $80,450 is primarily due to the net impact of a 6% increase in net sales of $25,840, a 4% increase in the price of sugar, a 1% increase in the price of chocolate, and a 8% increase in the price of corn syrup offset by a 10% decrease in the price of peanuts.

The cost of sales increased $283,593 to $2,201,287 or 78% of related revenues for the nine months ended March 31, 2016, compared to $1,917,694 or 70% of related revenues for the nine months ended March 31, 2015. The 15% increase in cost of sales of $283,593 is primarily due to the net impact of a 3% increase in net sales of $84,439, a 4% increase in the price of sugar, a 1% increase in the price of chocolate, and a 8% increase in the price of corn syrup offset by a 10% decrease in the price of peanuts. Due to volatility in the regions where these raw materials are grown, management anticipates the prices of these raw materials to continue to fluctuate primarily based on supply and demand. Primarily due to the fluctuations in these raw material prices, gross margins have decreased due to unchanged sales prices during the period. Management intends to make sales price adjustments in the future to correspond with changes in raw material prices.

SELLING EXPENSES

Selling expenses for the three months ended March 31, 2016 decreased $816 to $73,854, which is 15% of sales, compared to $74,670, or 17% of sales for the three months ended March 31, 2015. The decrease of $816 in selling expenses for the three months ended March 31, 2016 is primarily due to lower automobile expense and premium promotions offset by higher commissions, advertising expense, and customer shows expense. Premium promotions, which are paid to customers for various marketing reasons, decreased $3,149 to $545 for this period from $3,694 for the three months ended March 31, 2015. Automobile expense decreased $2,516 to $2,011 for this period from $4,527 for the three months ended March 31, 2015, primarily due to falling gasoline prices and the recent purchase of new vehicles. Commissions increased $1,624 to $12,839 for this period from $11,215 for the three months ended March 31, 2015, primarily due to a change in the mix of sales. Advertising increased $1,550 to $2,150 for this period from $600 for the three months ended March 31, 2015, primarily due to timing of regular invoices. Customer shows expense increased $1,830 to $4,534 for this period from $2,704 for the three months ended March 31, 2015 primarily due to timing of customer shows.

Selling expenses for the nine months ended March 31, 2016 increased $14,513 to $353,587, which is 13% of sales, compared to $339,074 or 12% of sales for the nine months ended March 31, 2015. The increase of $14,513 in selling expenses for the nine months ended March 31, 2016 is primarily due to higher commissions expense and depreciation expense, offset by lower automobile expenses for the period. Commission expense increased $10,900 to $103,241 for this period from $92,341 for the nine months ended March 31, 2015 primarily due to a change in the mix of sales. Depreciation expense increased $7,406 to $39,396 for this period from $31,990 primarily due to the purchases of property and equipment of $84,303 during the nine months ended March 31, 2016. Automobile expense decreased $6,080 to $8,917 for this period from $14,997 primarily due to falling gasoline prices and the recent purchase of new vehicles.

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CHASE GENERAL CORPORATION AND SUBSIDIARY

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

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses for the three months ended March 31, 2016 increased $2,857 to $86,747 and 18% of sales, compared to $83,890 or 19% of sales for the three months ended March 31, 2015. The increase of $2,857 in general and administrative expenses for the three months ended March 31, 2016 is primarily due to higher office supplies and professional fees offset by lower insurance expense. Professional fees increased $1,081 to $12,975 for this period from $11,894 for the three months ending March 31, 2015 due to timing of regular invoices. Office expense increased $4,826 to $6,350 for this period from $1,524 for the three months ending March 31, 2015 due to a modification in computer software. Insurance expense decreased $3,549 to $26,257 for this period from $29,806 for the three months ending March 31, 2015 due to employees changing their enrollment in insurance plans.

General and administrative expenses for the nine months ended March 31, 2016 increased $1,310 to $297,034 or 11% of sales, compared to $295,724 or 11% of sales for the nine months ended March 31, 2015. The decrease of $1,310 in general and administrative expenses for the nine months ended March 31, 2016 is primarily due to higher professional fees and office expense offset by lower insurance expense. Professional fees increased $20,188 to $99,312 for this period from $79,124 for the nine months ending March 31, 2015 due to timing of regular invoices. Office expense increased $5,748 to $9,705 for this period from $3,957 for the three months ending March 31, 2015 due to a modification in computer software. Insurance expense decreased $25,265 to $72,839 for this period from $98,104 for the nine months ending March 31, 2015 due to employees changing their enrollment in insurance plans.

OTHER INCOME (EXPENSE)

Other income (expense) decreased by $782 for the three months ended March 31, 2016 to $(281), compared to $501 for the three months ended March 31, 2015 primarily due to an increase of $765 in interest expense.

Other income (expense) increased by $13,487 for the nine months ended March 31, 2016 to $(2,498), compared to $10,989 for the nine months ended March 31, 2015 primarily due to an increase of $1,825 in interest expense and a decrease of $11,662 in miscellaneous income. The decrease in miscellaneous income is primarily due to these unusual items that occurred during nine months ended March 31, 2015: 1) a freight claim of approximately $4,000, and 2) a refund of approximately $7,000 from a customer related to an underpayment written off in a previous period.

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CHASE GENERAL CORPORATION AND SUBSIDIARY

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

PROVISION (BENEFIT) FOR INCOME TAXES

The Company recorded income tax benefit for the three months ended March 31, 2016 of $(42,708) as compared to income tax benefit of $(18,397) for the three months ended March 31, 2015. The Company recorded income tax benefit for the nine months ended March 31, 2016 of $(5,007) as compared to income tax expense of $76,579 for the nine months ended March 31, 2015. The net income tax expense (benefit) recorded for the three and nine months ended March 31, 2016 is primarily due to recognizing income taxes related to current net income or loss.

NET INCOME (LOSS)

The Company reported a net loss for the three months ended March 31, 2016 of $(78,515), compared to a net loss of $(34,803) for the three months ended March 31, 2015. This earnings decrease of $43,712 is explained above. The Company reported net loss for the nine months ended March 31, 2016 of $(9,579), compared to net income of $142,437 for the nine months ended March 31, 2015. This earnings decrease of $152,016 is explained above.

PREFERRED DIVIDENDS

Preferred dividends were $32,018 for the three months ended March 31, 2016 and 2015, which reflects additional preferred stock dividends in arrears 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.

Preferred dividends were $96,054 for the nine months ended March 31, 2016 and 2015, which reflects additional preferred stock dividends in arrears 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.

NET INCOME (LOSS) APPLICABLE TO COMMON STOCKHOLDERS

Net loss applicable to common stockholders for the three months ended March 31, 2016 was $(110,533) which is a decrease in earnings of $43,712 as compared to the net loss for the three months ended March 31, 2015 of $(66,821).

Net income (loss) applicable to common stockholders for the nine months ended March 31, 2016 was $(105,633) which is a decrease in earnings of $152,016 as compared to the net income for the nine months ended March 31, 2015 of $46,383.

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CHASE GENERAL CORPORATION AND SUBSIDIARY

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

LIQUIDITY AND CAPITAL RESOURCES

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

  Nine Months Ended 
  March 31 
  2016  2015 
Net Cash Provided by Operating Activities $230,458  $218,056 
Net Cash Used by Investing Activities $(21,622) $(54,001)
Net Cash Used by Financing Activities $(10,361) $(21,317)

Management has no material commitments for capital expenditures during the remainder of fiscal 2016. The $230,458 of cash provided by operating activities is fully detailed in the condensed consolidated statement of cash flows on page five. The $21,622 of cash used in investing activities is the purchase of equipment used during the manufacturing process and an automobile. The $10,361 of cash used in financing activities is the principal payments on equipment and vehicle loans. At March 31, 2016, the Company had $350,000 remaining on the line-of-credit, which could be utilized to help fund any working capital requirements.

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.

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.

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CHASE GENERAL CORPORATION AND SUBSIDIARY

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable to a smaller reporting company.

 

ITEM 4.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 amended (the Exchange Act), as of the end of the period covered by this report. Based on such evaluation, the Chief Executive Officer and Management 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.

 

(b) Changes in Internal Control over Financial Reporting

 

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

 

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CHASE GENERAL CORPORATION AND SUBSIDIARY

 

PART II. OTHER INFORMATION

 

ITEM 1.LEGAL PROCEEDINGS

 

None.

 

ITEM 1A.RISK FACTORS

 

Not applicable to a smaller reporting company.

 

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None

 

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

 

a.None

 

b.The total cumulative preferred stock dividends contingency at MarchDecember 31, 2016 is $7,916,788.$8,012,842.

 

ITEM 4.MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5.OTHER INFORMATION

 

None.None

 

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CHASE GENERAL CORPORATION AND SUBSIDIARY

 

PART II. OTHER INFORMATION (CONTINUED)

 

ITEM 6.EXHIBITS

 

a.Exhibits.

 

Exhibit 31.1Certification of Chief Executive Officer and Treasurer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

 

Exhibit 32.1Certification 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.

 

Exhibit 101The following financial statements for the quarter ended MarchDecember 31, 2016, formatted in XBRL: (i) Condensed Consolidated Balance Sheets as of MarchDecember 31, 2016 and June 30, 2015,2016, (ii) Condensed Consolidated Statements of Operations for the Three Months Ended MarchDecember 31, 2016 and 2015, (iii) Condensed Consolidated Statements of Operations for the NineSix Months Ended MarchDecember 31, 2016 and 2015, (iv) Condensed Consolidated Statements of Cash Flows for the NineSix Months Ended MarchDecember 31, 2016 and 2015, and (v) the Notes to Condensed Consolidated Financial Statements, tagged as blocks of text.

 

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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.

 

  Chase General Corporation and Subsidiary
  (Registrant)
   
May 12, 2016February 10, 2017 /s/ Barry M. Yantis
Date Barry M. Yantis
  Chairman of the Board, Chief Executive Officer and
  Chief Financial Officer, President and Treasurer

 

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