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: January 31, 2019

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 every Interactive Data File required to be submitted 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 such files).

Yes ☐  No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☒
  Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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 at March 13, 2019.

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INTERNATIONAL BALER CORPORATION

 

TABLE OF CONTENTS

 

ITEM 1. FINANCIAL STATEMENTS  
Condensed Balance Sheets as of January 31, 2019, (unaudited) and October 31, 2018 3
Condensed Statements of Income for the three months ended January 31, 2019 and 2018 (unaudited) 4
Condensed Statements of Stockholders’ Equity for the three months ended January 31, 2019 (unaudited) 5
Condensed Statements of Cash Flows for the three months ended January 31, 2019 and 2018 (unaudited). 6
Notes to Condensed Financial Statements (unaudited) 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 13
ITEM 4. CONTROLS AND PROCEDURES 13
PART II. OTHER INFORMATION 14
ITEM 1. LEGAL PROCEEDINGS 14
ITEM 5. OTHER INFORMATION 14
ITEM 6. EXHIBITS 15
SIGNATURES 16

 

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INTERNATIONAL BALER CORPORATION
CONDENSED BALANCE SHEETS
                 
                 
     

January 31, 2019

Unaudited

      October 31, 2018  
ASSETS              
Current assets:                
Cash and cash equivalents   $ 4,254,874     $ 4,733,510  
Accounts receivable, net of allowance for doubtful accounts of $15,000 at January 31, 2019 and at October 31, 2018     486,036       556,666  
Inventories     4,309,566       4,257,085  
Prepaid expense and other current assets     96,955       166,604  
Total current assets     9,147,431       9,713,865  
Property, plant and equipment, at cost:     4,238,931       4,092,153  
Less: accumulated depreciation     2,872,448       2,821,448  
Net property, plant and equipment     1,366,483       1,270,705  
                 
Other assets                
Deferred income taxes     61,494       61,494  
Total other assets     61,494       61,494  
TOTAL ASSETS   $ 10,575,408     $ 11,046,064  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY                
Current liabilities:                
Accounts payable   $ 381,274     $ 581,651  
Accrued liabilities     250,546       386,416  
Customer deposits     778,958       894,579  
Total current liabilities     1,410,778       1,862,646  
Total liabilities     1,410,778       1,862,646  
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 January 31, 2019 and October 31, 2018     64,299       64,299  
Additional paid-in capital     6,419,687       6,419,687  
Retained earnings     3,362,054       3,380,842  
      9,846,040       9,864,828  
Less:Treasury stock, 1,245,980 shares, at cost     (681,410 )     (681,410 )
Total stockholders' equity     9,164,630       9,183,418  
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $ 10,575,408     $ 11,046,064  
                 
See accompanying notes to financial statements.

 

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INTERNATIONAL BALER CORPORATION
CONDENSED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED JANUARY 31, 2019 AND 2018
UNAUDITED
         
     
      2019       2018  
Net sales:                
Equipment   $ 1,659,224     $ 3,257,910  
Parts and service     810,032       752,726  
Total net sales     2,469,256       4,010,636  
Cost of sales     2,183,557       3,441,873  
Gross profit     285,699       568,763  
Operating expense:                
Selling expense     110,811       99,668  
Administrative expense     200,597       164,379  
Total operating expense     311,408       264,047  
Operating income (loss)     (25,709 )     304,716  
Other income (expense):                
Interest income     921       2,973  
Total other income     921       2,973  
Income (loss) before income taxes     (24,788 )     307,689  
Income tax provision (benefit)     (6,000 )     109,000  
Net income (loss)   $ (18,788 )   $ 198,689  
Income (loss) per share, basic and diluted   $ —       $ 0.04  
Weighted average number of shares outstanding     5,183,895       5,183,895  
                 
See accompanying notes to financial statements.

 

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INTERNATIONAL BALER CORPORATION
CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED JANUARY 31, 2019
UNAUDITED
                         
                         
      Common Stock                       Treasury Stock          
      NUMBER OF SHARES ISSUED       PAR VALUE       ADDITIONAL PAID-IN CAPITAL       RETAINED EARNINGS       NUMBER OF SHARES       COST      

TOTAL STOCKHOLDERS’

EQUITY

 
Balance at November 1, 2018     6,429,875     $ 64,299     $ 6,419,687     $ 3,380,842       1,245,980     $ (681,410 )   $ 9,183,418  
Net income     —         —         —         (18,788 )     —         —         (18,788 )
Balance at January 31, 2019     6,429,875     $ 64,299     $ 6,419,687     $ 3,362,054       1,245,980     $ (681,410 )   $ 9,164,630  
                                                         
See accompanying notes to financial statements.

 

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INTERNATIONAL BALER CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED JANUARY 31, 2019 AND 2018
UNAUDITED
         
         
      2019       2018  
Cash flow from operating activities:                
Net (loss) income   $ (18,788 )   $ 198,689  
Adjustments to reconcile net income (loss) to net cash used in operating activities:                
Depreciation and amortization     51,000       49,500  
Deferred income taxes     —         10,373  
Changes in operating assets and liabilities:                
Accounts receivable     70,630       66,440  
Inventories     (52,481 )     1,019,056  
Prepaid expenses and other assets     69,649       49,320  
Income taxes receivable     —         126,886  
Accounts payable     (200,377 )     (225,014 )
Accrued liabilities     (135,870 )     187,543  
Customer deposits     (115,621 )     (867,037 )
Net cash (used in) provided by operating activities     (331,858 )     615,756  
                 
Cash flows from investing activities:                
Purchase of property and equipment     (146,778 )     (51,669 )
Redemptions of (interest earned on) certificates of deposit     —         —    
Net cash used in investing activities     (146,778 )     (51,669 )
Net (decrease) increase in cash and cash equivalents     (478,636 )     564,087  
Cash and cash equivalents at beginning of period     4,733,510       4,541,767  
Cash and cash equivalents at end of period   $ 4,254,874     $ 5,105,854  
                 
See accompanying notes to financial statements.

 

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NOTES TO CONDENSED 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 annual sales outside the United States typically ranging from 10% to 35%.

 

2. Basis of Presentation:

 

The accompanying unaudited condensed 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 three-month period ended January 31, 2019 are not necessarily indicative of the results that may be expected for the year ending October 31, 2019. The accompanying balance sheet as of October 31, 2018 was derived from the audited financial statements as of October 31, 2018.

 

These unaudited condensed financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended October 31, 2018.

 

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 allowance for doubtful accounts for estimated losses inherent in its accounts receivable. The Company reviews its allowance for doubtful accounts monthly including the analysis of historical trends, customer credit worthiness and the aging of receivables. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

 

(b) Inventories:

 

Inventories are stated at the lower of cost and net realizable value. Cost is determined by a method that approximates the first-in, first-out method. Work in process and finished goods are valued based on underlying costs to manufacture balers which include direct materials, direct and indirect labor, and overhead. The Company reviews inventory for obsolescence on a regular basis.

 

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(c) Warranties and Service:

 

The Company typically warrants its products for one (1) year from the date of sale as to materials, three (3) years for structural damage and six (6) months as to labor, and offers services for other required repairs and maintenance. Service is rendered by repairing or replacing parts at the Company’s Jacksonville, Florida facility, by on-site service provided by Company personnel who are based in Jacksonville, Florida or by local service agents who are engaged as needed. The Company maintains an accrued liability for expected warranty claims. The warranty accrual is based on historical warranty costs, the quantity and types of balers currently under warranty, and known warranty issues.

 

Following is a tabular reconciliation of the changes in the warranty accrual for the three-month period ended January 31:

 

    2019   2018
Beginning balance   $ 80,000     $ 70,000  
Warranty service provided     (39,946 )     (33,604 )
New product warranties     16,592       32,579  
Changes to pre-existing warranty accruals     13,354       (1,025 )
Ending balance   $ 70,000     $ 70,000  

 

(d) Fair Value of Financial Instruments:

 

The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, short term certificates of deposit, accounts receivable, accounts payable, accrued liabilities, and customer deposits, approximate their fair value due to the short-term nature of these assets and liabilities.

 

(e) Recent Accounting Pronouncements:

 

Recently Adopted Accounting Pronouncements:

 

In March 2018, the FASB issued ASU 2018-05,  Income Taxes (Topic 740), Amendment to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (SEC Update) , ("ASU-2015-05"). ASU 2018-05 amends certain Securities and Exchange Commission (“SEC”) guidance under Topic 740 related to the Tax Cuts and Jobs Act of 2017. It also adds guidance to the FASB Accounting Standards Codification that answers questions regarding how certain income tax effects from the Tax Cuts and Jobs Act of 2017 should be applied to companies’ financial statements. The guidance lists which financial statement disclosures are required under a measurement period approach. ASU 2018-05 was effective immediately and the Company made the disclosures required by ASU 2018-05 in Note 8 - Income Taxes.

 

In May 2014, the FASB issued ASU 2014-09 establishing Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). ASC 606 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. This standard requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. The Company adopted this standard effective November 1, 2018 using the modified retrospective approach, which requires applying the new standard to all existing contracts not yet completed as of the effective date and recording a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. Based on an evaluation of the impact ASC 606 the Company concluded that ASC 606 did not have a material impact on the process for, timing of, and presentation and disclosure of revenue recognition from customers therefore the Company did not record a cumulative transition adjustment.

 

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Recently Issued Accounting Pronouncements Not Yet Adopted:

 

In February 2016, the FASB issued ASU No. 2016-02,  Leases,  ("ASU 2016-02"). ASU 2016-02 requires lessees to recognize assets and liabilities for most leases. All leases will be required to be recorded on the balance sheet with the exception of short-term leases. Early application is permitted. The guidance must be adopted using a modified retrospective transition method. ASU 2016-02 is effective for financial statements issued for annual periods beginning after December 15, 2018, and interim periods within those annual periods. ASU 2016-02 will therefore be effective in our fiscal year beginning November 1, 2019. We are evaluating the effect that ASU 2016-02 will have on our financial statements and related disclosures, however, we do not expect it to be material as we are not party to a significant number of leases. The Company has not yet selected a transition method.

 

4. Revenue from Contracts with Customers:

 

a) Overview

 

The Company adopted ASC 606 on November 1. 2018. The Company recognizes revenues from the sale of finished products upon shipment and the transfer of control to the customer. The other elements may include installation and, generally, a one-year warranty. Equipment installation revenue is valued based on estimated service person hours to complete installation and is recognized when the labor has been completed and the equipment has been accepted by the customer, which is generally within a couple days of the delivery of the equipment. Warranty revenue, if sold separately, is valued based on estimated service person hours to complete a service and generally is recognized over the contract period.

 

All other product sales with customer specific acceptance provisions are recognized at a point in time upon customer acceptance and the delivery of the parts or service. Revenues related to spare part sales are recognized upon shipment or delivery based on the trade terms.

 

Generally, pricing is fixed and the majority of the Company’s contracts have short duration and a single performance obligation to deliver a configured to order baler and related equipment to the customer. The Company has elected to expense shipping and handling costs as incurred.

 

b) Disaggregation of Revenue

 

Disaggregated revenue is by primary geographic market is as follows:

 

Equipment Revenue by Geographic Area   Three Months Ended
January 31, 2019
United States   $ 1,659,224  
International     —    
Total   $ 1,659,224  

 

c) Contract Balances

 

Contract balances include accounts receivable and contract liabilities. Contract liabilities are reported as Customer Deposits on the accompanying Balance Sheets and consist of advances or deposits from customers before revenue is recognized. The change in contract liabilities is due to the timing of customer deposits for baler orders offset by customer deposits recognized as revenue during the period.

 

The Company does not record contract assets because the construction of a configured to order baler does not create an asset with an alternative use to the Company. The Company expenses incremental costs of obtaining or fulfilling a contract.

 

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5. Related Party Transactions:

 

The Estate of Leland E. Boren is a stockholder of the Company and is the owner of Avis Industrial Corporation (Avis). The Estate controls over 80% of the outstanding shares of the Company. Avis owns 100% of The American Baler Company, a competitor of the Company. On January 1, 2014, Avis acquired The Harris Waste Management Group, Inc. (Harris), also a competitor of the Company. On July 31, 2014 Harris acquired the assets of IPS Balers, Inc. in Baxley, Georgia, another competitor of the Company. These baler companies operate completely independent of each other. The company had no purchases from these companies in the first quarter of fiscal 2019 and in the fiscal years ending October 31, 2018 and 2017. The Company had no sales to The American Baler Company in the first quarter of fiscal 2019 and in the fiscal years ended October 31, 2018 and 2017. The Company sold five closed door horizontal balers and one conveyor to Harris Waste Management for $295,032 in fiscal 2018 and had no sales to Harris Waste Management in the fiscal year ended October 31, 2017 or in the first quarter of fiscal 2019.

 

6. Inventories:

 

Inventories consisted of the following:

 

   

 January 31,

2019

 

October 31,

2018

Raw materials   $ 2,036,188     $ 1,901,707  
Work in process     2,092,663       2,166,663  
Finished goods     180,715       188,715  
    $ 4,309,566     $ 4,257,085  

 

7. Debt:

 

The Company has a $1,650,000 line of credit agreement with First Merchants Bank of Muncie, Indiana which was renewed on May 15, 2018. The line of credit allows the Company to borrow at an interest rate equal to the Wall Street Journal prime rate minus 0.95%, adjusting daily. The line of credit is secured by all assets of the Company and expires on May 15, 2019. The line of credit had no outstanding balance at January 31, 2019 and at October 31, 2018.

 

8. Income Taxes:

 

Tax assets are recognized in the balance sheet if it is more likely than not that they will be realized on future tax returns. Factors considered included, historical results of operations, volatility of the economic conditions and projected earnings based on current operations. Based on this evidence, it is more likely than not that the deferred tax assets would be realized. Accordingly, there is no valuation allowance as of January 31, 2019 and at October 31, 2018. However, if it is determined that all or part of the deferred tax assets will not be used in the future, an adjustment to the deferred tax assets would be charged against net income in the period such determination is made. As of January 31, 2019 and October 31, 2018, net deferred tax assets were $61,494.

 

The Company records interest related to unrecognized tax benefits in interest expense and penalties in selling, general, and administrative expenses.

 

The Tax Cuts and Jobs Act of 2017 (the “Act”) was signed into United States tax law on December 22, 2017. The Act makes significant changes to the U.S. corporate income tax system, including a Federal corporate rate reduction from 35% to 21%, and changes in business-related exclusions, and deductions and credits. As a result of the income tax rate reduction, the Company recorded a reduction of net deferred income tax assets of approximately $10,000 during the first quarter of the fiscal year ending October 31, 2018.

 

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9. Commitments and Contingencies:

 

The Company, in the ordinary course of business, is subject to claims made, and from time to time is named as a defendant in legal proceedings relating to the sales of its products. The Company believes that the reserves reflected in its financial statements are adequate to pay losses and loss adjustment expenses which may result from such claims and proceedings; however, such estimates may be more or less than the amount ultimately paid when the claims are settled. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s financial position, results of operations, or liquidity.

 

On December 1, 2017 the Company was served with a complaint related to an injury to an employee working at Integrated Coating and Seed Technology Inc.,(INCOTEC). The employee was operating a baler manufactured by the Company in 1994. The injury occurred on December 4, 2015. The plaintiff is Star Insurance Company. The Company’s insurer has retained an attorney and has begun the discovery process. The Company believes its exposure is $25,000, the amount of the Company’s deductible on its insurance policy. Accordingly, the Company accrued $25,000 during the six months ended April 30, 2018.

 

In December 2018 the Company discovered an employee theft of Company property. At the date of this report the Company has researched what items were stolen and our estimate is that the value of the stolen items was approximately $200,000. Since the Company conducts a physical inventory at the end of each fiscal year, any losses incurred for the fiscal year ended October 31, 2018 would have been reflected in the operating results of the Company for that fiscal year. The Company carries Crime Insurance which has an upper limit of $1,000,000 and a deductible of $25,000.

 

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

 

In this Quarterly Report on Form 10-Q, the terms “Company,” “we,” “us,” and “our,” refer to International Baler Corporation.

 

Forward Looking Statements

  

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding  industry prospects or future results of operations or financial position, made in this Quarterly Report on Form 10-Q are forward-looking. We use words such as anticipates, believes, expects, future, intends, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons, including, but not limited to, changes in general economic conditions, changing competition and our ability to market and sell our commercial and industrial balers. These risks and uncertainties, as well as other risks and uncertainties, could cause our actual results to differ significantly from management’s expectations. The forward-looking statements included in this Quarterly Report on Form 10-Q reflect the beliefs of our management on the date of this Quarterly Report. We undertake no obligation to update publicly any forward-looking statements for any reason.

 

General

 

The following discussion should be read together with our unaudited condensed financial statements and the related notes thereto included in Part I, Item 1 “Financial Statements”. For further information, refer to the Company’s Annual Report on Form 10-K for the year ended October 31, 2018, and the Management Discussion and Analysis of Financial Condition and Results of Operations included in this Form 10-Q.

 

Results of Operations: Three Month Comparison

 

In the first quarter ended January 31, 2019, the Company had net sales of $2,469,256 compared to net sales of $4,010,636 in the first quarter of fiscal 2018. The decrease in net sales was primarily the result of lower shipments of auto-tie balers, three in the first quarter of fiscal 2019, versus nine in the first quarter of fiscal 2018.

 

The Company had a net loss of $18,788 in the first quarter of fiscal 2019, compared to net income of $198,689 in the first quarter fiscal 2018. The lower net income is the result of lower sales and gross profit and higher selling and administrative expenses.

 

The sales order backlog was approximately $2,630,000 at January 31, 2019 and $1,820,000 at January 31, 2018.

 

Financial Condition and Liquidity:

 

Net working capital at January 31, 2019 was $7,736,653 as compared to $7,851,219 at October 31, 2018. The Company currently believes that it will have sufficient cash flow to be able to fund operating activities for the next twelve months.

 

Average days sales outstanding (DSO) in the first three months of fiscal 2019 were 23.0 days, as compared to18.7 days in the first three months of fiscal 2018. DSO is calculated by dividing the total of the month-end net accounts receivable balances for the period by three, and dividing that result by the average day’s sales for the period (period sales ÷ 91.25).

 

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During the three months ended January 31, 2019 and 2018, the Company made additions to plant and equipment of $146,778 and $51,669 respectively.

 

The Company has a $1,650,000 line of credit agreement with First Merchants Bank of Muncie, Indiana which was renewed on May 15, 2018. The line of credit allows the Company to borrow at an interest rate equal to the Wall Street Journal prime rate minus 0.95%, adjusting daily. The line of credit is secured by all assets of the Company and expires on May 15, 2019. The line of credit had no outstanding balance at January 31, 2019 and at October 31, 2018.

 

In the event that the Company’s line of credit would not be available, the Company would pursue a line of credit from other sources, and take steps to minimize expenditures, such as delaying capital expenditures and reducing overhead costs.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 


The Company is exposed to changes in interest rates as a result of its financing activities, including its borrowings on the revolving line of credit facility. Based on the current level of borrowings, a change in interest rates is not expected to have a material effect on operations or financial position.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Controls and Procedures

 

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including the Company’s Chief Executive Officer (CEO) and Chief Financial Officer (CFO), as appropriate, to allow timely decisions regarding required disclosures.

 

 

As of January 31, 2019, the end of the period covered by this Quarterly Report on Form 10-Q, and under the supervision and with the participation of the management, including the Company’s CEO and CFO, management evaluated the effectiveness of the Company’s disclosure controls and procedures. Based on this evaluation and subject to the foregoing, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were effective.

 

Management, with the participation of the Company’s principal executive and principal financial officers, also assessed the effectiveness of the Company’s internal control over financial reporting as of January 31, 2019. This assessment was performed using the criteria established under the Internal Control-Integrated Framework established by Committee of Sponsoring Organization of the Treadway Commission (“COSO”).

 

The Company previously reported a material weakness in certain purchasing and inventory controls in its Annual Report on Form 10-K for the year ending October 31, 2018. During the period ended January 31, 2019, management made certain improvements to purchasing controls, logical access controls to inventory records, and physical access to inventory items. Management believes the control improvements that have been initiated have fully remediated the control weakness previously reported and that and that internal controls over financial reporting were effective as of January 31, 2019.

 

In designing and evaluating the control systems, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is necessarily required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

 

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Changes in Internal Control over Financial Reporting

 

The Company’s management, including CEO and CFO, confirm that there were no changes in the Company’s internal control over financial reporting during the fiscal quarter ended January 31, 2019, other than those related to the material weakness described above, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

On December 1, 2017 the Company was served with a complaint related to an injury to an employee working at Integrated Coating and Seed Technology Inc., (INCOTEC). The employee was operating a baler manufactured by the Company in 1994. The injury occurred on December 4, 2015. The plaintiff is Star Insurance Company. The Company’s insurer has retained an attorney and has begun the discovery process. The Company believes its exposure is a range of $0 to $25,000, the amount of the Company’s deductible on its insurance policy. Accordingly, the Company accrued $25,000 during the six months ended April 30, 2018.

 

ITEM 5. OTHER INFORMATON

 

On January 10, 2017 Roger Griffin resigned as President, Chief Executive Officer and Director of International Baler Corporation. Mr. Griffin resigned in order to pursue other interests. The Board of Directors named William E. Nielsen, the Company’s Chief Financial Officer, to the position of President and Chief Executive Officer. Mr. Nielsen has been the Company’s Chief Financial Officer since 1994. On October 1, 2018 the Board of Directors of International Baler Corporation named Victor W. Biazis President and Chief Executive Officer of the Company. Mr. Nielsen remains the Chief Financial Officer of the Company.

 

On November 23, 2018, Leland E. Boren, a Director of the Company, passed away. Mr. Boren’s Estate is the largest shareholder of the Company.

 

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ITEM 6. EXHIBITS

 

The following exhibits are submitted herewith:

 

Exhibit
31.1 Certification of Victor W. Biazis, Chief Executive Officer and Chief Financial Officer, pursuant to Rule 13a–14(a)/15d-14(a). 
31.2

Certification of William E. Nielsen, Chief Financial, pursuant to Rule 13a-14(a)/15d-14(a).

32.1

Certification of Victor W. Biazis, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certification of William E. Nielsen, Chief Financial Officer, pursuant To 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned there unto duly authorized.

 

    INTERNATIONAL BALER CORPORATION
     
  By: /s/ Victor W. Biazis
    Victor W. Biazis
    Chief Executive Officer
     
  By: /s/ William E. Nielsen
    William E. Nielsen
    Chief Financial Officer

Dated: Septem D Dated: March 15, 2019

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