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Chase General Corp – ‘10-K405’ for 6/30/96

As of:  Thursday, 10/10/96   ·   For:  6/30/96   ·   Accession #:  927025-96-77   ·   File #:  2-05916

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/10/96  Chase General Corp                10-K405     6/30/96    4:67K                                    Stinson Mag & Fi… P C/FA

Annual Report — [x] Reg. S-K Item 405   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     Annual Report -- [x] Reg. S-K Item 405                41    136K 
 2: EX-3.1      Articles of Incorporation/Organization or By-Laws      4     12K 
 3: EX-3.2      Articles of Incorporation/Organization or By-Laws      1      6K 
 4: EX-27       Financial Data Schedule (Pre-XBRL)                     1      8K 


10-K405   —   Annual Report — [x] Reg. S-K Item 405
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
2Item 1. Business
3Item 1. Business (Continued)
6Item 2. Properties
"Item 3. Legal Proceedings
"Item 4. Results of Votes of Security Holders
7Item 5. Market for the Registrant's Common Stock and Related Stockholder Matters
"Item 6. Selected Financial Data
8Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
9Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)
10Item 8. Financial Statements and Supplementary Data
11Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
32Item 10 -. Directors and Executive Officers of the Registrant
33Item 10 -. Directors and Executive Officers of the Registrant (Continued)
"Item 11 -. Executive Compensation
34Item 11 -. Executive Compensation (Continued)
35Item 12 -. Security Ownership of Certain Beneficial Owners and Management
36Item 12 -. Security Ownership of Certain Beneficial Owners and Management (Continued)
"Item 13 -. Certain Relationships and Related Transactions
37Item 13 -. Certain Relationships and Related Transactions (Continued)
"Item 14 -. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 1996 Commission File Number 2-5916 CHASE GENERAL CORPORATION (Exact name of registrant as specified in its charter) Missouri 36-2667734 (State of Incorporation) (I.R.S. Employer (Identification Number) 3600 Leonard Road, St. Joseph, Missouri 64503 (Address of principal executive offices) Registrants' telephone number, including area code: (816) 279-1625 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None 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 (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. x Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X State the aggregate market value of the voting stock held by non-affiliates of registrant: Voting stock not actively traded. Therefore, market value of stock unknown as of 60 days prior to the date of this filing. Indicate the number of shares outstanding of each of the registrants' classes of common stock as of the latest practicable date: 969,834 (one class with $1 par value) as of June 30, 1996. Location in this filing where exhibit index is located : 37 Total number of pages included in this filing: 46
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1 PART I ITEM 1 BUSINESS (a) General development of business (1) Narrative history of business Chase General Corporation was incorporated November 6, 1944 for the purpose of manufacturing confectionery products. In 1970 Chase General Corporation acquired 100% interest in its wholly-owned subsidiary, Dye Candy Company. (Chase General Corporation and Dye Candy Company are sometimes referred herein as "the Company"). This subsidiary is the main operating company for this reporting entity. There were no material acquisitions, dispositions, new developments, or changes in conducting business during the past five fiscal years. However, as of June 30, 1987, the working capital of the Company became impaired due to the maturity of $696,000 of notes payable. During the fiscal year end 1991 a portion of the notes were paid in full and the remaining notes were extended to December 20, 1994. Negotiation of a second extension of the notes began during fiscal year ended 1995. An extension to December 20, 2002 was unanimously accepted December 20, 1995 with the agreement that this will be the final extension. Refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in Part II of this filing for further information. (2) Not applicable. (b) Segment information The products of the Chase Candy Division and the Poe Candy Division of Dye Candy Company are sold to the same types of customers in the same geographical areas. In addition, both divisions share a common labor force and utilize the same basic equipment and raw materials in production. Therefore, due to the similarity in the marketing and manufacturing of the products, segment reporting for these divisions is not required to be disclosed in accordance with FASB 14. (c) Narrative description of businesses (1) Description of business done and intended to be done by dominant single industry (i) The principal products produced and methods of distribution are as follows: (Continued)
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2 ITEM 1 BUSINESS (CONTINUED) Chase Candy Division of Dye Candy Company produces a candy bar under the trade name of "Cherry MashR". The bar is distributed in four case sizes: (1) 60 count pack (2) 24 packs of 3 bars per pack (3) 12 boxes of 24 bars per box (4) 192 count shipper box In addition to the regular size bar, a "mini-mash" is distributed in four case sizes: (1) 24 - 12 oz. bags (2) 6 jars - 60 bars per jar (3) 28 # wrapped bars (4) 22 # unwrapped bars The bars are sold primarily to wholesale candy and tobacco jobbing houses, grocery accounts, and vendors. "Cherry MashR" bars are marketed in the Midwest region of the United States. For the years ended June 30, 1996, 1995, and 1994, this division accounted for 52%, 51%, and 48%, respectively, of the consolidated revenue of Dye Candy Company. Poe Candy Division of Dye Candy Company produces coconut, peanut, chocolate, and fudge confectioneries. These products are distributed in bulk or packaged. Principal products include: (1) Coconut Bon-Bons (6) Peanut brittle (2) Coconut Stacks (7) Coconut cubes (3) Home Style Poe (8) Peanut clusters Fudge (4) Peco Flake (9) Champion Creme Drops (5) Peanut Squares (10) Jelly Candies The Poe line is sold primarily on a Midwest regional basis to national syndicate accounts, repackers, and grocery accounts. For the years ended June 30, 1996, 1995, and 1994, this division accounted for 48%, 49%, and 52%, respectively, of the consolidated revenue of Dye Candy Company. (ii) Not applicable. (iii) Raw materials and packaging materials are produced on a national basis with products coming from most of the states of the United States. Raw materials and packaging materials are generally widely available, depending, of course, on common market influences. (Continued)
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3 ITEM 1 BUSINESS (CONTINUED) (iv) The largest single revenue producing product, the "Cherry MashR" bar is protected by a trademark registered with the United States Government Patents Office. Management considers this trademark very important to the Company. The trademark was renewed during the fiscal year ended June 30, 1985. (v) The Company is a seasonal business whereby the largest volume of sales occur in the spring and fall of each year. The net income per quarter of the Company varies in direct proportion to the seasonal sales volume. (vi) Due to the seasonal nature of the business, there is a heavier demand on working capital in the summer and winter months of the year when the Company is building its inventories in anticipation of fall and spring sales. The fluctuation of demand on working capital due to the seasonal nature of the business is common to the confectionery industry. If necessary, the Company has the ability to borrow short term funds in early fall to finance operations prior to receiving cash collections from fall sales. The Company occasionally offers extended payment terms of up to sixty days. Since this practice is infrequent, the effect on working capital is minimal. (vii) No single customer accounted for 10% or more of the gross sales for the fiscal years ended June 30, 1994. For the year ending June 30, 1996 and 1995, Associated Wholesale Grocers of Springfield, MO, accounted for 10.79% and 11.88% of gross sales, respectively. The loss of this customer would not have an adverse effect on the Company as customer purchases and distributes to retail outlets and these outlets would continue to demand products offered by Dye Candy Company. (viii) Prompt, efficient service are traits demanded in the confectionery industry resulting in a continual low volume of back-orders. Therefore, at no time during the year does the Company have a significant amount of back-orders. (ix) Not applicable. (Continued)
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4 ITEM 1 BUSINESS (CONTINUED) (x) The confectionery market for the type of product produced by the divisions of Dye Candy Company is very competitive and quality minded. The confectionery (candy) industry in which the divisions operate is highly competitive with many small companies and, within certain specialized areas, a few competitors dominate. In the United States, the dominant competitors in the coconut candy industry are Bradley Candy Company, Crown Candy Company, Vermico Candy Company, and the Poe Division of Dye Candy Company with approximately 70% of the market share among them. In the United States, Sophie Mae and Old Dominion have approximately 80% of the market share of the peanut candy business in which the Poe Division operates. Dye Candy Company sells approximately 90% of its products in the Midwest region with seasonal orders being shipped to the Southern and Eastern regions of the United States. Except for the coconut candy industry, Dye Candy Company is not a dominant competitor in any of the candy industries in which it competes. Principal methods of competition the Company uses include quality of product, price, reduced transportation costs due to central location, and service. The Company's competitive position is positively influenced by labor costs being lower than industry average. Chase General Corporation is firmly established in the confectionery market and through its operating divisions has many years' experience associated with its name. (xi) Not applicable. (xii) To the best of management's knowledge, the Company is presently in compliance with all environmental laws and regulations and does not anticipate any future expenditures in this regard. (xiii) The Company employs approximately 25 full time personnel year round which expands to approximately 50 full time personnel during the two busy production seasons. (d) Foreign and domestic operations and export sales The Company has no foreign operations or export sales. In addition, all domestic sales are primarily in the Midwest region of the United States.
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5 ITEM 2 PROPERTIES The registrant operates out of two buildings consisting of the following: Chase and Poe Warehouse - This building located in St. Joseph, Missouri is owned by Dye Candy Company, a wholly-owned subsidiary of the registrant. The facilities are currently devoted entirely to the storage of supplies, and the warehousing and shipping of candy products. This warehouse consists of a sixty-five year old building which is in fair condition and is adequate to meet present requirements. The warehouse has approximately 15,000 square feet. Chase General Office and Dye Candy Company Operating Plant - The building housing the office and plant is located in St. Joseph, Missouri, and was originally owned by Chase Building Corporation, a wholly-owned subsidiary of Dye Candy Company. In March, 1975, the subsidiary was liquidated by Dye Candy Company. Subsequently, the Company sold this facility. The property was leased from the purchaser in March, 1975. Refer to Note 3, "Notes to Financial Statements," for terms of the lease. The building contains the general offices of Chase General Corporation, Dye Candy Company, and its divisions. The production plant of Dye Candy Company occupies the remainder of the building. The building was acquired new in 1964 and was specifically designed for the type of operations conducted by the registrant. The facility is adequate to meet present requirements. The operating plant is approximately 20,000 square feet and the office is approximately 2,000 square feet. The Company renegotiated the original lease on this building which expired March 31, 1995. The terms of the new lease began April 1, 1995 and continues for ten years. ITEM 3 LEGAL PROCEEDINGS The Company is not, and has not been, a party in any material pending legal proceedings, other than ordinary litigation incidental to its business, during the fiscal year ended June 30, 1996, nor are any such proceedings contemplated. ITEM 4 RESULTS OF VOTES OF SECURITY HOLDERS No matters were submitted to a vote of security holders of the registrant during the fourth quarter of the fiscal year ended June 30, 1996.
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6 PART II ITEM 5 MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS (a) Market information There is no established public trading market for the common stock (par value $1 per share) of the Company. (b) Approximate number of security holders As of June 30, 1996, the latest practicable date, the approximate number of record holders of common stock was 1,439, including individual participants in security listings. (c) Dividends (1) Dividend history and restrictions No dividends have been paid during the past three fiscal years. Refer to Note 1, "Notes to Financial Statements" for dividend restrictions. (2) Dividend policy There is no set policy on the payment of dividends due to the financial condition of the Company and other factors. It is not anticipated that cash dividends will be paid in the foreseeable future. See Item 5(c) (1) for further information. ITEM 6 SELECTED FINANCIAL DATA (a) Last five years [Download Table] 06-30-96 06-30-95 06-30-94 06-30-93 06-30-92 (i) Net sales or operating revenue $2,316,031 $2,235,656 $2,476,259 $2,531,740 $2,603,469 (ii) Income from continuing operations $ 63,703 $ 60,146 $ 25,421 $ 95,015 $ 129,546 (iii)Income (loss) from continuing operations per common share* $ (.07) $ (.07) $ (.11) $ (.03) $ - (iv)Total assets $ 815,954 $ 797,909 $ 784,506 $ 737,169 $ 710,085 (v) Long-term debt $ 242,980 $ - $ - $ 302,802 $ 320,307 (vi)Cash dividend declared per common share $ - $ - $ - $ - $ - (b) No additional years necessary to keep the summary from being misleading. * Refer to Note 6, "Notes to Financial Statements" for computation of income (loss) from continuing operations per common share.
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7 ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (a & b) Liquidity and capital resources Positive cash flows from operating activities were generated for fiscal years ended June 30, 1996, 1995 and 1994 in the amounts of $104,944, $116,893 and $79,135, respectively. In order to preserve cash for the fall production season, the Company continues to invest in U.S. Treasury obligations. The Company redeemed its June 30, 1994 obligation in early fall of 1994. However, due to the timing of a new promotional product to be released in early fall 1995, the U.S. Treasury obligation purchased December 22, 1994 was redeemed immediately prior to June 30, 1995. Due to a capital asset purchase in June 1996, the U.S. Treasury obligation purchased November 24, 1995 was redeemed on May 23, 1996. Inventory balance of raw materials decreased from June 30, 1995 to June 30, 1996. This is due to timing of product purchases and commitments to purchase products at different times during the fiscal year. At June 30, 1995 year end there were purchase commitments totaling $160,600 to purchase raw materials from three suppliers. At June 30, 1996, there were purchase commitments totaling $269,000 to purchase raw materials from four suppliers. This accounted for a decrease of raw materials at June 30, 1996. The majority of these commitments have now been delivered to the Company and are in inventory ready for processing during the 1996 fall season. Inventory balances of packaging materials increased from June 30, 1995 to June 30, 1996. There was an increase in packaging materials at June 30, 1996, due to timing of purchase of packaging supplies. In the prior year certain wrapping materials for Cherry Mash products were at a low volume whereas at June 30, 1996 these products had been restored. Packaging materials are purchased in large volumes and carried for several years due to the high cost to suppliers to cut dies and print materials. Finished goods inventory remained comparable to prior year as did goods in process. The Company continues to write off equipment that is no longer useful to the operations of the Company. These write offs have been immaterial over the past three years. The Company also continues to replace old equipment on a yearly basis in order to streamline operations. However, due to cash flow needs in other areas, the Company has not been able to update the equipment at any significant level. In June 1996, the Company purchased $69,443 of new equipment. The equipment was not in operation at June 30, 1996 but is expected to be ready for production in early fall of 1996. The equipment consists of a wrapper machine and metal detector. Any additional cost to have the equipment completely operational will be minimal. (Continued)
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8 ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) Of the original $630,000 Series B notes payable, $252,656 remain outstanding at June 30, 1996. The Company received approval effective December 20, 1995 to extend the notes to December 20, 2002 at the current 6% rate of interest. Of the $252,656 amount outstanding $9,676 has been classified as a current liability and $242,980 is classified as long-term at June 30, 1996. The Company's lease on its manufacturing facility expired March 31, 1995. The lease was renewed effective April 1, 1995 for a period of 10 years at $2,955 per month. (c) Results of Operations Net sales for year ending June 30, 1994 decreased 2.19% from 1993 and net sales for the year ending June 30, 1995 decreased 9.71% from 1994. The depressed economy due to the 1993 floods adversely affected the Company since the majority of the Company's market is in the Midwest area. The Company also lost a customer in 1994 who accounted for 2.7% of the 1993 net sales. This customer had requested a special size product which the Company felt was not feasible or profitable to produce based upon the amount of orders the customer would give the Company. Therefore, the customer was lost in the entirety. During year ending June 30, 1995 several small customers discontinued operations. This along with the customer loss in 1994 were contributing factors in the 1995 decrease in net sales. However, during the year ending June 30, 1996 net sales increased 3.60% over 1995. This increase was attributed to an increase in promotion of the Cherry Mash line of products, and an aggressive sales approach to existing customers. It is anticipated that the increased promotion of this product line will have a continued positive impact on future sales. For the year ending June 30, 1996, the Company realized a .26% decrease in cost of sales compared to fiscal 1995. This decrease was due to tighter inventory controls and consistent pricing from suppliers. Cost of sales decreased 2.84% from June 30, 1994 to June 30, 1995 due primarily to a decrease in material cost and labor expense. Also there was a reduction of workmen's compensation insurance expense which was attributed to a change in insurance carriers and the hiring of part-time workers through a temporary employment agency. Cost of sales for year ending June 30, 1994 increased 3.88% compared to fiscal 1993 due primarily to increased supervision salaries and increased production incentives provided to the plant labor force. (Continued)
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9 ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) It is estimated that gross profit will increase due to an increase in promotion and due to an increase in sales price of the Cherry Mash line of candies. It does not appear that the price increase will affect sales volume of the product as it has established its market in prior years. Also new products introduced in prior years can be expected to be offered to the market at a higher profit margin since acceptance has now been obtained in the market place. Selling expenses and general and administrative expenses have remained constant for the three years included in the current fiscal reporting period. Interest expense continues to decline due to a reduction in outstanding balances for notes payable. In order to maintain funds to finance operations and meet debt obligations, it is the intention of management to continue its efforts to expand the present market area and increase sales to its customers. Management also intends to continue tight control on all expenditures. There has been no material impact from inflation and changing prices on net sales and revenues or on income from continuing operations for the last three fiscal years. The effects of the Tax Reform Act of 1986 on the Company's liquidity and results of operations for the years ending June 30, 1994 through 1996 were immaterial and therefore the Company did not feel it necessary to record any deferred taxes as the result of the Tax Reform Act. As of the date of this filing, the Company does not feel that future years' liquidity and operations will be adversely affected by the Tax Reform Act of 1986 or the Revenue Reconciliation Act of 1993. In addition, the Company does not feel that any accounting changes, as proposed by the Financial Accounting Standards Board, with effective dates after the date of this report, will have a material effect on future financial statements of the Company. ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Financial statements meeting the requirements of Regulation S-X are contained on pages 12 through 31 of the filing. (a) Selected quarterly financial data Exempt from requirements per second major condition for smaller companies. (b) Information about oil and gas producing activities Registrant is not engaged in any oil and gas producing activities.
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10 ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable. There has been no change in accountants for approximately twenty-one years and no disagreements on accounting or financial disclosure.
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11 Board of Directors Chase General Corporation St. Joseph, Missouri INDEPENDENT AUDITOR'S REPORT We have audited the accompanying consolidated balance sheets of Chase General Corporation and Subsidiary as of June 30, 1996 and 1995 and the related consolidated statements of operations, stockholders' equity and cash flows for each of the years in the three-year period ended June 30, 1996. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Chase General Corporation and Subsidiary as of June 30, 1996 and 1995, and the results of their operations and their cash flows for each of the years in the three-year period ended June 30, 1996, in conformity with generally accepted accounting principles. St. Joseph, Missouri August 21, 1996
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12 CHASE GENERAL CORPORATION AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS JUNE 30, 1996 AND 1995 ASSETS [Download Table] 1996 1995 CURRENT ASSETS Cash and cash equivalents $236,316 $300,570 Trade receivables, less allowance for doubtful accounts of $12,757 in 1996 and $12,216 in 1995 74,754 70,851 Inventories: Finished goods 51,204 67,614 Goods in process 2,024 3,276 Raw materials 42,189 71,059 Packaging materials 104,565 68,354 Prepaid expense 42,659 46,255 Total current assets 553,711 627,979 PROPERTY AND EQUIPMENT Land 35,000 35,000 Buildings 76,273 76,273 Machinery and equipment 593,754 520,793 Trucks and autos 87,683 54,639 Office equipment 30,155 23,976 Leasehold improvements 119,146 114,102 Total, at cost 942,011 824,783 Less accumulated depreciation 679,768 654,853 Total property and equipment 262,243 169,930 TOTAL ASSETS $815,954 $797,909
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13 STATEMENT 1 LIABILITIES AND STOCKHOLDERS' EQUITY [Download Table] 1996 1995 CURRENT LIABILITIES Accounts payable $ 46,943 $ 45,763 Series B notes payable, related parties current maturities 3,483 104,174 Series B notes payable, unrelated parties current maturities 6,193 183,628 Income tax payable 2,164 11,253 Accrued expense: Interest 16,214 17,718 Other 23,078 24,177 Total current liabilities 98,075 386,713 LONG-TERM LIABILITIES Series B notes payable, related parties less current maturities above 87,969 - Series B notes payable, unrelated parties less current maturities above 155,011 - Total long-term liabilities 242,980 - Total liabilities 341,055 386,713 STOCKHOLDERS' EQUITY Capital stock issued and outstanding: Prior cumulative preferred stock, $5 par value: Series A (liquidation preference $1,125,000 and $1,095,000 respectively) 500,000 500,000 Series B (liquidation preference $ 1,080,000 and $1,050,000 respectively) 500,000 500,000 Cumulative preferred stock, $20 par value: Series A (liquidation preference $2,736,418 and $2,677,885 respectively) 1,170,660 1,170,660 Series B (liquidation preference $445,948 and $436,409 respectively) 190,780 190,780 Common stock, $1 par value 969,834 969,834 Paid-in capital in excess of par 3,134,722 3,134,722 Accumulated deficit (5,991,097) (6,054,800) Total stockholders' equity 474,899 411,196 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $815,954 $797,909 These consolidated financial statements should be read only in connection with the accompanying summary of significant accounting policies and notes to consolidated financial statements.
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14 STATEMENT 2 CHASE GENERAL CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS YEARS ENDED JUNE 30, 1996, 1995 AND 1994 [Download Table] 1996 1995 1994 NET SALES $2,316,031 $2,235,656 $2,476,259 COST OF SALES 1,771,381 1,715,729 1,970,652 Gross profit 544,650 519,927 505,607 OPERATING EXPENSES Selling expense 295,561 277,540 309,537 General and administrative expense 156,875 155,567 151,220 Total operating expenses 452,436 433,107 460,757 Income from operations 92,214 86,820 44,850 OTHER INCOME (EXPENSE) Interest income 6,362 7,011 4,712 Miscellaneous income 1,643 1,407 2,570 Loss on disposal of equipment (69) (128) (1,267) Interest expense (16,214) (17,718) (19,536) Total other income (expense) (8,278) (9,428) (13,521) Income before income taxes 83,936 77,392 31,329 PROVISION FOR INCOME TAXES 20,233 17,246 5,908 NET INCOME $ 63,703 $ 60,146 $ 25,421 (LOSS) PER SHARE $ (.07) $ (.07) $ (.11) These consolidated financial statements should be read only in connection with the accompanying summary of significant accounting policies and notes to consolidated financial statements.
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15 [Enlarge/Download Table] STATEMENT 3 CHASE GENERAL CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF STOCKHOLDERS'EQUITY YEARS ENDED JUNE 30, 1996, 1995 AND 1994 Prior Cumulative Cumulative Common Paid-in Accumulated Preferred Stock Preferred Stock Stock Capital Deficit Total Series A Series B Series A Series B BALANCE (DEFICIT), JULY 1, 1993 $500,000 $500,000 $1,170,660 $190,780 $969,834 $3,134,722 $(6,140,367) $325,629 Net income - - - - - - 25,421 25,421 BALANCE (DEFICIT), JUNE 30, 1994 500,000 500,000 1,170,660 190,780 969,834 3,134,722 (6,114,946) 351,050 Net income - - - - - - 60,146 60,146 BALANCE (DEFICIT), JUNE 30, 1995 500,000 500,000 1,170,660 190,780 969,834 3,134,722 (6,054,800) 411,196 Net income - - - - - - 63,703 63,703 BALANCE (DEFICIT), JUNE 30, 1996 $500,000 $500,000 $1,170,660 $190,780 $969,834 $3,134,722 $(5,991,097) $474,899 These consolidated financial statements should be read only in connection with the accompanying summary of significant accounting policies and notes to consolidated financial statements.
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16 [Download Table] CHASE GENERAL CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED JUNE 30, 1996, 1995 AND 1994 1996 1995 1994 CASH FLOWS FROM OPERATING ACTIVITIES Collections from customers $2,305,712 $2,239,899 $2,468,802 Interest received 6,362 7,011 4,712 Other income 1,643 1,407 2,570 Income tax refunds - 33,435 9,714 Cost of sales, selling, general and administrative expenses paid (2,161,733) (2,141,693) (2,355,152) Interest paid (17,718) (18,693) (20,845) Income tax paid (29,322) (4,473) (30,666) Net cash provided by operating activities 104,944 116,893 79,135 CASH FLOWS FROM INVESTING ACTIVITIES Purchase of U.S. Treasury obligation (99,308) (100,827) (99,193) Purchase of certificate of deposit (100,000) - - Purchases of property and equipment (134,052) (10,161) (35,693) Proceeds on redemption of U.S. Treasury obligation 99,308 200,020 101,364 Proceeds on redemption of certificate of deposit 100,000 - - Net cash provided by (used in) investing activities (134,052) 89,032 (33,522) CASH FLOWS FROM FINANCING ACTIVITIES Principal payments on bank notes payable - - (36,000) Principal payments on notes payable, Series B (35,146) (15,000) (17,504) Proceeds from short-term note payable - - 36,000 Net cash used in financing activities (35,146) (15,000) (17,504) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (64,254) 190,925 28,109 CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 300,570 109,645 81,536 CASH AND CASH EQUIVALENTS, END OF YEAR $236,316 $300,570 $109,645
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17 STATEMENT 4
[Download Table] 1996 1995 1994 RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES Net income $63,703 $60,146 $25,421 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 41,670 42,903 50,144 Loss on disposal of equipment 69 128 1,267 Provision for doubtful accounts 6,416 10,033 6,450 Changes in operating assets and liabilities: (Increase) decrease in trade accounts receivable (10,319) 4,243 (7,457) (Increase) decrease in inventories 10,321 (7,709) 4,745 (Increase) decrease in prepaid expense 3,596 3,937 (25,811) (Increase) decrease in prepaid income taxes - 34,955 (15,044) Increase (decrease) in accounts payable 1,180 (41,904) 36,018 Increase (decrease) in income tax payable (9,089) 11,253 - Increase (decrease) in accrued liabilities (2,603) (1,092) 3,402 NET CASH PROVIDED BY OPERATING ACTIVITIES $104,944 $116,893 $79,135 These consolidated financial statements should be read only in connection with the accompanying summary of significant accounting policies and notes to consolidated financial statements.
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18 CHASE GENERAL CORPORATION AND SUBSIDIARY SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Chase General Corporation was incorporated on November 6, 1944 in the State of Missouri for the purpose of manufacturing confectionery products. The Company's fiscal year ends June 30. Significant accounting policies followed by the Company are presented below: PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Dye Candy Company. All intercompany transactions have been eliminated in consolidation. ACCOUNTING METHOD The Company and its subsidiary use the accrual method of accounting. Under this method, revenue is recognized when earned and expense is recognized when the obligation is incurred. SEGMENT REPORTING OF THE BUSINESS The subsidiary, Dye Candy Company, operates two divisions, Chase Candy Company and Poe Candy Company. Operations in Chase Candy Company involve production and sale of a candy bar marketed under the trade name "Cherry Mash". Operations in Poe Candy Company involve production and sale of coconut, peanut, chocolate, and fudge confectioneries. Division products are sold to the same type of customers in the same geographical areas. In addition, both divisions share a common labor force and utilize the same basic equipment and raw materials. Therefore, due to the similarities in the products manufactured, segment reporting for the two divisions has not been disclosed in these financial statements. For the year ending June 30, 1996 and June 30, 1995, one customer accounted for 10.79% and 11.88% of the gross sales respectively. No single customer accounted for 10% or more of gross sales for the year ending June 30, 1994. INVENTORIES Inventories are carried at the "lower of cost or market value," cost being determined on the "first-in, first-out" basis of accounting.
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19 CHASE GENERAL CORPORATION AND SUBSIDIARY SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES PROPERTY AND EQUIPMENT Depreciation is computed by the straight-line method for additions prior to 1981, and by the ACRS and MACRS methods for assets acquired after 1980 for both financial reporting and income tax purposes. Any difference between the amount of depreciation determined under the ACRS and MACRS systems and that determined in accordance with generally accepted accounting principles is considered to be immaterial. The Company's property and equipment are being depreciated on straight-line and accelerated methods over the following estimated useful lives: Buildings 25 years Machinery and equipment 3 - 10 years Trucks and autos 3 - 5 years Office equipment 5 - 10 years Leasehold improvements 8 - 31.5 years For the years ending June 30, 1996, 1995 and 1994, the depreciation expense was $41,670, $42,903 and $50,144, respectively. CASH AND CASH EQUIVALENTS The Company considers all liquid investments with a maturity of three months or less when purchased to be cash equivalents. USE OF ESTIMATES IN PREPARING FINANCIAL STATEMENTS The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. This information is an integral part of the accompanying consolidated financial statements.
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20 CHASE GENERAL CORPORATION AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - NOTES PAYABLE, SERIES B On December 1, 1967, the Company issued Collateral Sinking Fund 6% Income Registered Notes in the amount of $680,000. These notes were issued to extend and consolidate notes and certificates of indebtedness then held by F. S. Yantis & Co., Inc. (Yantis & Co.), aggregating approximately $569,000 together with unpaid accrued interest of $111,000. Interest is payable from "surplus net earnings" on the 20th day of December following the fiscal year end. Pursuant to a supplemental indenture, dated April 1, 1968 and executed in compliance with a request by Yantis & Co. in furtherance of the winding-up of its affairs, the original notes aggregating $680,000 were reissued in two series designated as A and B, respectively. The Series A notes aggregating $50,000 had priority and were retired during the year ended June 30, 1984. The Series B notes totaling $630,000 are held by the former shareholders of Yantis & Co. During the years ended June 30, 1996 and 1995, $35,146 and $15,000 principal was paid on the Series B notes, respectively. As of June 30, 1996 and 1995, the outstanding Series B notes total $252,656 and $287,802, respectively. Of these amounts $91,452 and $104,174 are owed to officers and directors of the Company. The Company has agreed to secure the payment of principal and interest on the notes by the pledge of the capital stock of Dye Candy Company under an indenture dated December 1, 1967, and supplemental indenture dated June 30, 1970. The indenture provides for a sinking fund deposit to be made by the Company each year of not less than one-fourth of the Company's fiscal year "surplus net earnings," which exceeds the amount of interest required to be paid on the outstanding notes. If at any time the sinking fund deposits aggregate $10,000 or more, the same will be applied to prepayment of the notes outstanding. At June 30, 1996 and 1995, all sinking fund deposits had been disbursed to the noteholders. The "surplus net earnings" is the amount by which the consolidated net income, after adding back the current year's interest on the outstanding notes, exceeds a $25,000 working capital reserve. See Note 2 for computation of "surplus net earnings" and sinking fund requirements for years ended June 30, 1996, 1995 and 1994. (Continued)
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21 CHASE GENERAL CORPORATION AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - NOTES PAYABLE, SERIES B (CONTINUED) Principal payments are made by the trustee under terms of the indenture and may be prepaid at the option of the Company. During the year ended June 30, 1991, the notes were extended to December 20, 1994. Effective December 20, 1995, the notes were extended to December 20, 2002 at the same 6% interest rate and with the agreement that this will be the final note extension. Due to the nature of sinking fund requirements, it is not practicable to include a schedule of future principal payments. Dividends, other than stock dividends, may not be paid on capital stock at any time interest on the notes is not current. NOTE 2 - "SURPLUS NET EARNINGS" AND SINKING FUND REQUIREMENTS The following is an analysis of the computation of the "surplus net earnings" and sinking fund requirements for years ended June 30: [Download Table] 1996 1995 1994 NET INCOME (LOSS) Chase General Corporation $(18,655) $(18,922) $(23,890) Dye Candy Company 82,358 79,068 49,311 Consolidated net income 63,703 60,146 25,421 NON-ALLOWANCE EXPENSE DEDUCTION Interest on indebtedness 16,214 17,718 18,693 Net income basis for "surplus net earnings" 79,917 77,864 44,114 DEDUCTIONS FROM INCOME BASIS Set aside as reserve for accumulation of working capital 25,000 25,000 25,000 "Surplus net earnings" 54,917 52,864 19,114 INTEREST PAYMENT REQUIRED 16,214 17,718 18,693 EXCESS "SURPLUS NET EARNINGS" OVER INTEREST PAYMENT REQUIRED $ 38,703 $ 35,146 $ 421 SINKING FUND REQUIREMENT $ 9,676 $ 8,787 $ 105
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22 CHASE GENERAL CORPORATION AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 - COMMITMENTS Dye Candy Company leases its manufacturing facilities located at 3600 Leonard Road, St. Joseph, Missouri. The original lease, which commenced March 31, 1975, was for a twenty-year period and required a monthly rental fee of $2,263, payable on the first day of each calendar month. This lease was renegotiated effective April 1, 1995 for 10 years at $2,955 per month. Rental expense for the years ended June 30, 1996, 1995 and 1994 totaled $37,723, $29,232 and $27,156, respectively and is included in cost of sales. Future minimum lease payments under this lease are as follows: Year ending June 30, 1997 $ 35,460 Year ending June 30, 1998 35,460 Year ending June 30, 1999 35,460 Year ending June 30, 2000 35,460 Year ending June 30, 2001 35,460 Later years 132,975 Total $ 310,275 The manufacturing facilities referred to above were owned by Dye Candy Company prior to March 31, 1975. When the building was sold on March 31, 1975, the gain on the sale of the building was included in the income of Dye Candy Company in the year of sale. Financial Accounting Standards Board Statement 13, Accounting for leases, calls for the amortization of any profit or loss on a sale-leaseback transaction to be amortized in proportion to the amortization of the leased asset. However, the effective date of FASB 13 was for transactions entered into after January 1, 1977. As of June 30, 1996, the Company had purchase commitments with four vendors for approximately $269,000.
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23 CHASE GENERAL CORPORATION AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 4 - CAPITAL STOCK Capital stock authorized, issued and outstanding as of June 30, 1996 and 1995 is as follows: [Download Table] SHARES ISSUED AND AUTHORIZED OUTSTANDING Prior Cumulative Preferred Stock, $5 par value: 240,000 6% Convertible Series A 100,000 Series B 100,000 Cumulative Preferred Stock, $20 par value: 150,000 5% Convertible Series A 58,533 Series B 9,539 Common Stock, $1 par value 2,000,000 969,834 Reserved for conversion of Preferred Stock - 1,030,166 shares Cumulative Preferred Stock dividends in arrears at June 30, 1996 and 1995, totaled $5,387,366 and $5,259,294, respectively. Total dividends in arrears, on a per share basis, consist of the following at June 30: 1996 1995 6% Convertible Series A $11 $11 Series B 11 11 5% Convertible Series A 47 46 Series B 47 46 (Continued)
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24 CHASE GENERAL CORPORATION AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 4 - CAPITAL STOCK (CONTINUED) Six Percent 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 four common shares for one share of Series A and 3.75 common shares for one share of Series B. 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 5 - PROVISION FOR INCOME TAXES The provision for income taxes consists of the following as of June 30: 1996 1995 1994 Federal income tax $15,420 $13,204 $4,357 State income tax 4,813 4,013 1,576 Correction of prior year provision - 29 (25) Total provision $20,233 $17,246 $5,908
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25 CHASE GENERAL CORPORATION AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 6 - (LOSS) PER SHARE The (loss) per share was computed on the weighted average of outstanding common shares during the years as follows: 1996 1995 1994 Net income $63,703 $60,146 $25,421 Preferred dividend requirements: 6% Prior Cumulative Preferred, $5 par value 60,000 60,000 60,000 5% Convertible Cumulative Preferred, $20 par value 68,072 68,072 68,072 Total dividend requirements 128,072 128,072 128,072 Net (loss) - common stockholders $(64,369) $(67,926) $(102,651) Weighted average of outstanding common shares 969,834 969,834 969,834 (Loss) per share $ (.07) $ (.07) $ (.11) No computation was made on common stock equivalents outstanding at year-end because earnings per share would be anti-dilutive. NOTE 7 - CONCENTRATIONS OF CREDIT RISK The Company's confectionery products are sold primarily in the Midwest region of the United States to repackers, grocery accounts, and national syndicate accounts. The Company grants credit terms to substantially all customers. The Company maintains all of its cash and temporary investments in one commercial bank located in St. Joseph, Missouri. Balances on deposits are insured by the Federal Deposit Insurance Corporation (FDIC) up to specified limits. Balances in excess of FDIC limits are uninsured. Total cash and temporary investments held by the bank was $236,316 and $300,570 at June 30, 1996 and 1995, respectively.
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26 CHASE GENERAL CORPORATION AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 8 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS The Company's financial instruments consist principally of cash and cash equivalents, trade receivables and payables, and notes payable. There are no significant differences between the carrying value and fair value of any of these financial instruments.
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27 CHASE GENERAL CORPORATION AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 9 - REGISTRANT ONLY FINANCIAL STATEMENTS CHASE GENERAL CORPORATION (REGISTRANT ONLY) CONDENSED BALANCE SHEETS JUNE 30, 1996 AND 1995 ASSETS 1996 1995 Income tax refund receivable $ 5,853 $ 5,413 Investment in subsidiary - at equity 737,916 711,303 TOTAL ASSETS $743,769 $716,716 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Series B notes payable and accrued interest, unrelated parties $171,549 $194,933 Series B notes payable and accrued interest, related parties 97,321 110,587 Total liabilities 268,870 305,520 Capital stock 3,331,274 3,331,274 Paid in capital in excess of par 3,134,722 3,134,722 Accumulated (deficit) (5,991,097) (6,054,800) Total stockholders' equity 474,899 411,196 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $743,769 $716,716 (1) The restricted assets of Dye Candy Company are $815,954 and $797,909 as of June 30, 1996 and 1995, respectively. (2) No cash dividends have been paid by the registrants' wholly-owned subsidiary, Dye Candy Company, during the past three fiscal years. (Continued)
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28 CHASE GENERAL CORPORATION AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 9 - REGISTRANT ONLY FINANCIAL STATEMENTS (CONTINUED) CHASE GENERAL CORPORATION (REGISTRANT ONLY) CONDENSED STATEMENTS OF OPERATIONS YEARS ENDED JUNE 30, 1996, 1995 AND 1994 1996 1995 1994 REVENUE Equity in net income of subsidiary $ 82,358 $ 79,068 $ 49,311 Total revenue 82,358 79,068 49,311 EXPENSE General and administrative 8,294 6,617 10,939 Interest 16,214 17,718 18,693 Total expense 24,508 24,335 29,632 Income before income taxes 57,850 54,733 19,679 PROVISION (CREDIT) FOR INCOME TAXES (5,853) (5,413) (5,742) NET INCOME $ 63,703 $ 60,146 $ 25,421 (Continued)
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29 CHASE GENERAL CORPORATION AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 9 - REGISTRANT ONLY FINANCIAL STATEMENTS (CONTINUED) CHASE GENERAL CORPORATION (REGISTRANT ONLY) CONDENSED STATEMENTS OF CASH FLOWS YEARS ENDED JUNE 30, 1996, 1995 AND 1994 1996 1995 1994 CASH FLOWS FROM OPERATING ACTIVITIES General and administrative expenses paid $(8,294) $(6,617) $(10,939) Interest paid (17,718) (18,693) (20,002) Income tax refund received 5,413 5,742 7,519 Net cash used in operating activities (20,599) (19,568) (23,422) CASH FLOWS FROM INVESTING ACTIVITIES Advances received from wholly owned subsidiary 55,745 34,568 40,926 CASH FLOWS FROM FINANCING ACTIVITIES Principal payments on Series B notes payable (35,146) (15,000) (17,504) NET DECREASE IN CASH AND CASH EQUIVALENTS - - - CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR - - - CASH AND CASH EQUIVALENTS, END OF YEAR $ - $ - $ - (Continued)
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30 CHASE GENERAL CORPORATION AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 9 - REGISTRANT ONLY FINANCIAL STATEMENTS (CONTINUED) CHASE GENERAL CORPORATION (REGISTRANT ONLY) CONDENSED STATEMENTS OF CASH FLOWS YEARS ENDED JUNE 30, 1996, 1995 AND 1994 1996 1995 1994 RECONCILIATION OF NET INCOME TO NET CASH USED IN OPERATING ACTIVITIES Net income $63,703 $60,146 $25,421 Adjustments to reconcile net income to net cash used in operating activities: Net income from wholly owned subsidiary (82,358) (79,068) (49,311) Changes in operating assets and liabilities: Decrease in accrued interest (1,504) (975) (1,309) (Increase) decrease in income tax refund receivable (440) 329 1,777 NET CASH USED IN OPERATING ACTIVITIES $(20,599) $(19,568) $(23,422) This information is an integral part of the accompanying consolidated financial statements.
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31 PART III ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (a) Directors Name Age Periods of Service Terms as Director W.A. Yantis, III 53 1980 to present One year Barry M. Yantis 51 1980 to present One year Brian A. Yantis 48 07-16-86 to present One year See Item 10(b) for offices held by Barry M. Yantis and Brian A. Yantis. W.A. Yantis, III has never held an office with the Company. (b) Executive Officers Years of Service as Name Age Position an Officer Term Barry M. Yantis 51 President and 16 Until successor elected Treasurer Brian A. Yantis 48 Vice-President 5 Until successor elected and Secretary (c) Certain Significant Employees There are no significant employees other than above. (d) Family Relationships W. A. Yantis, III, Barry M. Yantis, and Brian A. Yantis are brothers. (e) Business Experience (1) Barry M. Yantis, president and treasurer has been an officer of the Company for sixteen years, eleven years as vice-president and five years as president. He has been on the board of directors for sixteen years and has been associated with the candy business for twenty-one years. Brian A. Yantis, vice-president and secretary has been an officer of the Company for five years as vice-president and since May 1992 as secretary. He has been associated with the insurance business for twenty-four years and has been a Vice-President of Rollins, Burdick, and Hunter in Chicago, Illinois during the past nine years. (Continued)
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32 ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (CONTINUED) (e) Business Experience (Continued) W.A. Yantis III, has served as a board member of Chase General Corporation for sixteen years. He has held the position of account manager for Prudential Insurance Company Asset Management Group in Newark, New Jersey during the past year and in Chicago, Illinois during the prior eight years. (2) The directors and executive officers listed above are also the directors and executive officers of Dye Candy Company. (f) Involvement in Certain Legal Proceedings Not applicable (g) Promoters and Control Persons Not applicable ITEM 11 - EXECUTIVE COMPENSATION (a) General Executive officers are compensated for their services as set forth in the Summary Compensation Table. These salaries are approved yearly by the Board of Directors. (b) [Enlarge/Download Table] Summary Compensation Table Long Term Compensation Annual Compensation Awards Payouts Other Restricted Name and Fiscal Annual Stock Option/ LTIP All other Principal Position Year End Salary Bonus Compensation Award(s) SARs(#) Payouts Compensation Barry M. Yantis 1) 06-30-96 $ 103,850 - - - - - Barry M. Yantis 1) 06-30-95 $ 102,840 - - - - - Barry M. Yantis 1) 06-30-94 $ 90,839 - - - - - 1) CEO 2) No other compensation other than that which is listed in compensation table. 3) No other officers are compensated for their services than those listed in this compensation table. (Continued)
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33 ITEM 11 - EXECUTIVE COMPENSATION (CONTINUED) (c) Option/SAR grants table Not applicable (d) Aggregated option/SAR exercises and fiscal year-end option/SAR value table Not applicable (e) Long-term incentive awards table Not applicable (f) Defined benefit or actuarial plan disclosure Not applicable (g) Compensation of Directors Directors are not compensated for services on the board. The directors are reimbursed for travel expenses incurred in attending board meetings. During the fiscal year 1996, $1,048, $289 and $-0- of travel expenses were reimbursed to board members, W.A. Yantis III, Brian A. Yantis, and Barry M. Yantis, respectively. (h) Employment contracts and termination of employment and change in control arrangements Not applicable (i) Report on repricing of option/SARs Not applicable (j) Additional information with respect to compensation committee interlocks and insider participation in compensation decisions The registrant has no formal compensation committee. The board of directors, W.A. Yantis III, Brian A. Yantis, and Barry M. Yantis, who are brothers, annually approve the compensation of Barry M. Yantis, CEO. (k) Board compensation committee report on executive compensation The board bases the annual salary of the CEO on the Company's prior year performance. The criteria is based upon, but is not limited to, market area expansion, gross profit improvement, control of operating expenses, generation of positive cash flow, and hours devoted to the business during the previous fiscal year. (Continued)
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34 ITEM 11 - EXECUTIVE COMPENSATION (CONTINUED) (l) Performance graph Not applicable as there are no dividends available to distribute to common stockholders after preferred dividends are met. In addition, there is no market value price for the common stock (par value $1 per share) as there is no public trading market for the Company's stock. ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT [Download Table] Amounts and Nature of Beneficial Title of Class Name and Address Ownership % of Class (a) Security ownership of certain beneficial owners Common; par value $1 per share W.A. Yantis Trust /1/ 291,577 /2/ 25.3% /3/ c/o Barry Yantis 5605 Osage Drive St. Joseph, Missouri 64503 (b) Security ownership of management Common; par value All directors 110,856 /4/ 11.4% $1 per share and officers as a group Prior Cumulative Preferred, W.A. Yantis Trust /1/ 21,533 /5/ 21.5% $5 par value: Series A, c/o Barry Yantis 6% convertible 5605 Osage Drive St. Joseph, Missouri 64503 Prior Cumulative Preferred W.A. Yantis Trust /1/ 21,533 /5/ 21.5% $5 par value: Series B, c/o Barry Yantis 6% convertible 5605 Osage Drive St. Joseph, Missouri 64503 Cumulative Preferred, W.A. Yantis Trust /1/ 3,017 /5/ 5.2% $20 par value: Series A, c/o Barry Yantis $5 convertible 5605 Osage Drive St. Joseph, Missouri 64503 (Continued)
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35 ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT (CONTINUED) Amounts and Nature of Beneficial Title of Class Name and Address Ownership % ofClass Cumulative Preferred, W.A. Yantis Trust /1/ 630 /5/ 6.6% $20 par value: Series B, c/o Barry Yantis $5 convertible 5605 Osage Drive St. Joseph, Missouri 64503 /1/ W. A. Yantis passed away September 25, 1986. Brian Yantis, Barry Yantis, and W.A. Yantis, III are the beneficiaries of this trust and the stock held in this trust will be divided equally among the beneficiaries. As of June 30, 1996, the assets from the W.A. Yantis trust have not yet been distributed. /2/ Includes 180,721 shares which could be received within 30 days upon conversion of preferred stock. /3/ Reflects the percentage 291,577 shares would represent if the 180,721 shares above were converted to common stock. /4/ Represents 110,856 shares owned by W. A. Yantis Trust. /5/ Held by W. A. Yantis Trust. (c) No known change of control is anticipated except for the change in control which will result when the stock from the W. A. Yantis Trust is distributed to the three beneficiaries. ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (a) Transactions with management and others No reportable transactions with management and others, to which the registrant or its subsidiary was a party, have occurred since the registrant's last fiscal year. In addition, there are no such currently proposed transactions. (b) Certain business relationships Not applicable (c) Indebtedness of management Not applicable (Continued)
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36 ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (CONTINUED) (d) Transactions with promoters Not applicable PART IV ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) Documents filed as part of the Form 10-K (1) The following are included in Part II of this report: Page Number Independent Auditor's Report 12 Consolidated Balance Sheets - June 30, 1996 and 1995 13 - 14 Consolidated Statements of Operations for the years ended June 30, 1996, 1995, and 1994 15 Consolidated Statements of Stockholders' Equity for the years ended June 30, 1996, 1995, and 1994 16 Consolidated Statements of Cash Flows for the years ended June 30, 1996, 1995, and 1994 17 - 18 Summary of Significant Accounting Policies 19 - 20 Notes to Consolidated Financial Statements 21 - 27 Registrant Only Financial Statements (Note 9) 28 - 31 (2) The following are included in Part IV of this report: Page Number Independent Auditor's Report on Supplemental Schedule 39 Schedule II: Valuation and Qualifying Accounts, June 30, 1996, 1995, and 1994 40 Exhibit 3i: Amendment to Articles of Incorporation 41 - 44 Exhibit 3ii: Amendment to By-Laws 45 (b) Reports on Form 8-K No reports on Form 8-K were filed during the fourth quarter of the year ended June 30, 1996. (Continued)
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37 ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (c) Exhibits required by Item 601 of Regulation S-K The following have been previously filed and are incorporated by reference to prior years' Forms 10-K filed by the Registrant: (3) Articles of Incorporation and By-Laws (21) Subsidiaries of registrant The following explanations are included in "Notes to Financial Statements" in Part II of this report: (4) Rights of security holders including indentures - Refer to Notes 1 and 4. (11) Computation of per share earnings - Refer to Note 6. (21) Subsidiaries of registrant - Refer to "Summary of Significant Accounting Policies". (d) Financial statement schedules required by Regulation S-X Note 9 included in "Notes to Financial Statements" on page 28 through 31 was excluded from the annual report to shareholders. In addition the Schedule required by Regulation S-X contained on page 40 and the Amendments to the Articles of Incorporation and By-Laws required by item 601 of regulation S-K contained on pages 41 through 45 have been excluded from the annual report to the shareholders. SUPPLEMENTAL INFORMATION TO BE FURNISHED, FILED PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934, BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934. (1) With this filing, the Registrant is furnishing to the Commission four (4) copies of the Proxy Statement regarding the January 19, 1996 annual meeting mailed to security holders during the 1996 fiscal year. (2) During 1997 fiscal year, the Registrant will furnish a copy of the annual report and any Proxy information to the Commission at time the aforementioned are mailed to security holders.
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38 INDEPENDENT AUDITOR'S REPORT ON SUPPLEMENTAL SCHEDULE In connection with the audit of the consolidated financial statements of Chase General Corporation and Subsidiary, we have also audited supplemental schedule II. In our opinion, this schedule presents fairly the financial position as set forth therein, in conformity with generally accepted accounting principles. St. Joseph, Missouri August 21, 1996
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39 SCHEDULE II [Enlarge/Download Table] CHASE GENERAL CORPORATION AND ITS SUBSIDIARY VALUATION AND QUALIFYING ACCOUNTS JUNE 30, 1996, 1995, AND 1994 Column A Column B Column C. Additions Column D Column E Balance at Charged to Balance Beginning Costs at end Description of Period and Expenses Deductions* of Period Valuation accounts deducted from assets to which they apply for doubtful accounts receivable: June 30, 1996 $12,216 $ 6,416 $ 5,875 $12,757 June 30, 1995 13,496 10,033 11,313 12,216 June 30, 1994 13,755 6,450 6,709 13,496 * Represents accounts written off, net of (recoveries), for the respective years. This information should be read only in connection with the accompanying independent auditor's report on supplemental schedule.
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40 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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 (REGISTRANT) Date: 9/30/96 By: /s/ Barry M. Yantis Barry M. Yantis, President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated below. President, Treasurer (Principal Executive Officer and Chief Financial and Accounting Officer) and Director /s/ Barry M. Yantis 9-30-96 Barry M. Yantis Date Vice-President, Secretary and Director /s/ Brian A. Yantis 9-30-96 Brian A. Yantis Date

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘10-K405’ Filing    Date First  Last      Other Filings
12/20/02222
6/30/972310-K405,  NT 10-K
Filed on:10/10/96
8/21/961239
For Period End:6/30/96140NT 10-K
5/23/968
1/19/9638
12/20/95222
11/24/958
6/30/95340
4/1/95623
3/31/9569
12/22/948
12/20/94222
6/30/94340
7/1/9316
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3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/26/23  Chase General Corp.               10-K        6/30/23   59:5.1M                                   Toppan Merrill Bridge/FA
10/13/21  Chase General Corp.               10-K        6/30/21   57:3.9M                                   Toppan Merrill/FA
 9/24/20  Chase General Corp.               10-K        6/30/20   61:3.9M                                   Toppan Merrill/FA
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Filing Submission 0000927025-96-000077   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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