UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 10-Q
_________________
? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: __July 31, 2012_
or
? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from: _____ to ______
INTERNATIONAL BALER CORPORATION
(Exact name of registrant as specified in its charter)
_________________
Delaware | 0-14443 | 13-2842053 |
(State or Other Jurisdiction | (Commission | (I.R.S. Employer |
of Incorporation or Organization) | File Number) | Identification No.) |
5400 Rio Grande Avenue, Jacksonville, FL 32254
(Address of Principal Executive Offices) (Zip Code)
(904-358-3812)
(Registrant’s telephone number, including area code)
N/A
(Former name or former address and former fiscal year, if changed since last report)
_________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (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. Yes ? No ?
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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). Yes ? No ?
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer ? | Accelerated filer ? | Non-accelerated filer ? | Smaller reporting company ? |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ? No ?
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by SectionS 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ? No ?
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 5,183,895 shares of common stock August 30, 2012.
PART I
1
INTERNATIONAL BALER CORPORATION |
BALANCE SHEETS |
| | | | |
|
| | | | |
| | | | |
| | | July 31, 2012 | | | | October 31, 2011 | |
ASSETS | | | (Unaudited) | | | | | |
| | | | | | | | |
Current assets: | | | | | | | | |
Cash and cash equivalents | | $ | 2,758,479 | | | $ | 2,875,149 | |
Accounts receivable, net of allowance for doubtful accounts | | | | | | | | |
of $65,764 at July 31, 2012 and $50,764 October 31, 2011 | | | 993,834 | | | | 1,038,979 | |
Inventories | | | 3,981,154 | | | | 2,583,100 | |
Prepaid expense and other current assets | | | 143,550 | | | | 87,894 | |
Deferred income taxes | | | 180,313 | | | | 180,313 | |
Total current assets | | | 8,057,330 | | | | 6,765,435 | |
| | | | | | | | |
Property, plant and equipment, at cost: | | | 2,869,368 | | | | 2,761,004 | |
Less: accumulated depreciation | | | 1,815,998 | | | | 1,711,704 | |
Net property, plant and equipment | | | 1,053,370 | | | | 1,049,300 | |
| | | | | | | | |
Other assets: | | | | | | | | |
Other assets | | | 1,396 | | | | 1,396 | |
Note from former Director | | | — | | | | 2,988 | |
Deferred income taxes | | | 11,074 | | | | 11,074 | |
Total other assets | | | 12,470 | | | | 15,458 | |
| | | | | | | | |
TOTAL ASSETS | | $ | 9,123,170 | | | $ | 7,830,193 | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | |
| | | | | | | | |
Current liabilities: | | | | | | | | |
Accounts payable | | $ | 1,049,936 | | | $ | 630,556 | |
Accrued liabilities | | | 595,063 | | | | 525,655 | |
Current portion of deferred compensation | | | 33,588 | | | | 67,000 | |
Customer deposits | | | 1,027,165 | | | | 1,299,252 | |
Total current liabilities | | | 2,705,752 | | | | 2,522,463 | |
| | | | | | | | |
Deferred compensation, net of current portion | | | — | | | | 15,722 | |
Total liabilities | | | 2,705,752 | | | | 2,538,185 | |
| | | | | | | | |
Commitments and contingencies (Note 9) | | | | | | | | |
| | | | | | | | |
Stockholders' equity: | | | | | | | | |
Preferred stock, par value $.0001, | | | | | | | | |
10,000,000 shares authorized, none issued | | | — | | | | — | |
Common stock, par value $.01, | | | | | | | | |
25,000,000 shares authorized; 6,429,875 shares | | | | | | | | |
issued at July 31, 2012 and October 31, 2011 | | | 64,299 | | | | 64,299 | |
Additional paid-in capital | | | 6,419,687 | | | | 6,419,687 | |
Retained earnings (deficit) | | | 614,842 | | | | (510,568 | ) |
| | | 7,098,828 | | | | 5,973,418 | |
| | | | | | | | |
Less: Treasury stock, 1,245,980 shares | | | | | | | | |
at July 31, 2012 and October 31, 2011, at cost | | | (681,410 | ) | | | (681,410 | ) |
| | | | | | | | |
Total stockholders' equity | | | 6,417,418 | | | | 5,292,008 | |
| | | | | | | | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | | $ | 9,123,170 | | | $ | 7,830,193 | |
| | | | | | | | |
See accompanying notes to financial statements.
2
INTERNATIONAL BALER CORPORATION |
STATEMENTS OF INCOME |
FOR THE THREE MONTHS AND NINE MONTHS ENDED JULY 31, 2012 and 2011 |
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UNAUDITED |
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| | | | | | | | |
| | | | | | | | |
| | | | | | |
| | Three Months | | Nine Months |
| | | | | | |
| | | 2012 | | | | 2011 | | | | 2012 | | | | 2011 | |
Net Sales: | | | | | | | | | | | | | | | | |
Equipment | | $ | 4,666,461 | | | $ | 2,699,995 | | | $ | 12,611,610 | | | $ | 6,551,045 | |
Parts and Service | | | 426,692 | | | | 405,113 | | | | 1,386,297 | | | | 1,235,781 | |
Total Net Sales | | | 5,093,153 | | | | 3,105,108 | | | | 13,997,907 | | | | 7,786,826 | |
| | | | | | | | | | | | | | | | |
Cost of Sales | | | 4,023,479 | | | | 2,377,455 | | | | 10,867,098 | | | | 6,037,624 | |
| | | | | | | | | | | | | | | | |
Gross Profit | | | 1,069,674 | | | | 727,653 | | | | 3,130,809 | | | | 1,749,202 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Operating Expense: | | | | | | | | | | | | | | | | |
Selling Expense | | | 185,376 | | | | 130,995 | | | | 553,326 | | | | 357,400 | |
Administrative Expense | | | 278,112 | | | | 203,938 | | | | 741,686 | | | | 548,460 | |
Total Operating Expense | | | 463,488 | | | | 334,933 | | | | 1,295,012 | | | | 905,860 | |
| | | | | | | | | | | | | | | | |
Operating Income | | | 606,186 | | | | 392,720 | | | | 1,835,797 | | | | 843,342 | |
| | | | | | | | | | | | | | | | |
Other Income (Expense): | | | | | | | | | | | | | | | | |
Interest Income | | | 1,392 | | | | 2,021 | | | | 4,613 | | | | 6,417 | |
Total Other Income | | | 1,392 | | | | 2,021 | | | | 4,613 | | | | 6,417 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Income Before Income Taxes | | | 607,578 | | | | 394,741 | | | | 1,840,410 | | | | 849,759 | |
| | | | | | | | | | | | | | | | |
Income Tax Provision | | | 237,000 | | | | 154,000 | | | | 715,000 | | | | 329,500 | |
| | | | | | | | | | | | | | | | |
Net Income | | $ | 370,578 | | | $ | 240,741 | | | $ | 1,125,410 | | | $ | 520,259 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Basic Income per share | | $ | 0.07 | | | $ | 0.05 | | | $ | 0.22 | | | $ | 0.10 | |
Diluted Income per share | | | 0.07 | | | | 0.05 | | | | 0.22 | | | | 0.10 | |
| | | | | | | | | | | | | | | | |
Weighted average number of shares outstanding - Basic | | | 5,183,895 | | | | 5,183,895 | | | | 5,183,895 | | | | 5,041,038 | |
- Diluted | | | 5,183,895 | | | | 5,183,895 | | | | 5,183,895 | | | | 5,115,867 | |
| | | | | | | | | | | | | | | | |
See accompanying notes to financial statements.
3
| INTERNATIONAL BALER CORPORATION |
| STATEMENTS OF STOCKHOLDERS' EQUITY |
| FOR THE NINE MONTHS ENDED JULY 31, 2012 |
| UNAUDITED |
| | | | | | | | | | | | | | | |
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| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | Common Stock | | | | | | Treasury Stock | | |
| | | | | | | | | | | | | | | |
| | | NUMBER | | | | ADDITIONAL | | RETAINED | | NUMBER | | | | TOTAL |
| | | OF SHARES | | PAR | | PAID-IN | | EARNINGS | | OF | | | | STOCKHOLDERS' |
| | | ISSUED | | VALUE | | CAPITAL | | (DEFICIT) | | SHARES | | COST | | EQUITY |
| | | | | | | | | | | | | | | |
Balance at October 31, 2011 | | 6,429,875 | $ | 64,299 | $ | 6,419,687 | $ | (510,568) | | 1,245,980 | $ | (681,410) | $ | 5,292,008 |
| | | | | | | | | | | | | | | |
| Net Income | | -0- | | -0- | | -0- | | 1,125,410 | | -0- | | -0- | | 1,125,410 |
| | | | | | | | | | | | | | | |
Balance at July 31, 2012 | | 6,429,875 | $ | 64,299 | $ | 6,419,687 | $ | 614,842 | | 1,245,980 | $ | (681,410) | $ | 6,417,418 |
| | | | | | | | | | | | | | | |
See accompanying notes to financial statements.
4
INTERNATIONAL BALER CORPORATION |
STATEMENTS OF CASH FLOWS |
FOR THE NINE MONTHS ENDED JULY 31, 2012 AND 2011 |
UNAUDITED |
| | | | |
| | | | |
| | | 2012 | | | | 2011 | |
| | | | | | | | |
Cash flow from operating activities: | | | | | | | | |
Net income | | $ | 1,125,410 | | | $ | 520,259 | |
Adjustments to reconcile net income to net cash provided by | | | | | | | | |
operating activities: | | | | | | | | |
Depreciation and amortization | | | 104,294 | | | | 65,317 | |
Provision for doubtful accounts | | | 15,000 | | | | — | |
Deferred income taxes | | | — | | | | 329,500 | |
Changes in operating assets and liabilities: | | | | | | | | |
Accounts receivable | | | 30,145 | | | | (441,772 | ) |
Inventories | | | (1,398,054 | ) | | | (1,112,704 | ) |
Prepaid expenses and other current assets | | | (63,283 | ) | | | (62,356 | ) |
Accounts payable | | | 419,380 | | | | 261,216 | |
Accrued liabilities and deferred compensation | | | 20,274 | | | | 11,252 | |
Customer deposits | | | (272,087 | ) | | | 692,875 | |
Net cash (used in) provided by operating activities | | | (18,921 | ) | | | 263,587 | |
| | | | | | | | |
Cash flows from investing activities: | | | | | | | | |
Proceeds from notes receivable from former Director | | | 10,615 | | | | 9,998 | |
Purchases of property and equipment | | | (108,364 | ) | | | (213,866 | ) |
Net cash used in investing activities | | | (97,749 | ) | | | (203,868 | ) |
| | | | | | | | |
Cash Flows from financing activities: | | | | | | | | |
Issuance of common stock | | | — | | | | 75,000 | |
Net cash provided by financing activities | | | — | | | | 75,000 | |
| | | | | | | | |
Net (decrease) increase in cash and cash equivalents | | | (116,670 | ) | | | 134,719 | |
| | | | | | | | |
Cash and cash equivalents at beginning of period | | | 2,875,149 | | | | 2,101,204 | |
| | | | | | | | |
Cash and cash equivalents at end of period | | $ | 2,758,479 | | | $ | 2,235,923 | |
| | | | | | | | |
Supplemental disclosure of cash flow information: | | | | | | | | |
Cash paid during the period for: | | | | | | | | |
Income taxes | | $ | 640,000 | | | $ | — | |
See accompanying notes to financial statements.
5
INTERNATIONAL BALER CORPORATION
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
1. Nature of Business:
International Baler Corporation (the Company) is a manufacturer of baling equipment which is designed to compress a variety of materials into bales for easier handling, shipping, disposal, storage, and for recycling. Materials commonly baled include scrap metal, corrugated boxes, newsprint, aluminum cans, plastic bottles, and other solid waste. More sophisticated applications include baling of textile materials, fibers and synthetic rubber. The Company offers a wide variety of balers, standard models as well as custom models, and conveyors to meet specific customer requirements.
The Company’s customers include recycling facilities, distribution centers, textile mills, and companies which generate the materials for baling and recycling. The Company sells its products worldwide with 10% to 35% of its annual sales outside the United States.
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. Accordingly, they do not include all of the information in footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. Operating results for the nine-month period ended July 31, 2012 are not necessarily indicative of the results that may be expected for the year ending October 31, 2012. The accompanying balance sheet as of October 31, 2011 was derived from the audited financial statements as of October 31, 2011.
| | 3. Summary of Significant Accounting Policies: |
(a) Accounts Receivable & Allowance for Doubtful Accounts:
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowanc