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EX-31.1 - CERTIFICATION - WESTBRIDGE RESEARCH GROUP | westbridge_10q-ex3101.htm |
EX-32.1 - CERTIFICATION - WESTBRIDGE RESEARCH GROUP | westbridge_10q-ex3201.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 28, 2011
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission file number 2-92261
WESTBRIDGE RESEARCH GROUP
(Exact name of registrant as specified in its charter)
California | 95-3769474 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1260 Avenida Chelsea
Vista, California 92081-8315
(Address of principal executive office) (Zip Code)
(760) 599-8855
(Registrant’s telephone number, including area code)
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 x No o
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 o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer o | |
Non-accelerated filer o | Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No o
The number of shares of issuer’s Common Stock, no par value, outstanding as of April 13, 2011 was 2,148,438.
Westbridge Research Group
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED FEBRUARY 28, 2011
Table of Contents
Page | ||
PART I
|
FINANCIAL INFORMATION
|
3 |
Item 1.
|
Financial Statements
|
3 |
Consolidated Condensed Balance Sheets as of February 28, 2011 (unaudited) and November 30, 2010 (audited)
|
3 | |
Consolidated Condensed Statements of Operations for the three months ended February 28, 2011 and 2010 (unaudited)
|
5 | |
Consolidated Condensed Statements of Cash Flow for the three months ended February 28, 2011 and 2010 (unaudited)
|
6 | |
Notes to Consolidated Condensed Financial Statements
|
7 | |
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
15 |
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
16 |
Item 4.
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Controls and Procedures.
|
17 |
PART II
|
OTHER INFORMATION
|
17 |
Item 1.
|
Legal Proceedings
|
17 |
Item 1A.
|
Risk Factors
|
17 |
Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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17 |
Item 3.
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Defaults Upon Senior Securities
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17 |
Item 5.
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Other Information
|
17 |
Item 6.
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Exhibits
|
18 |
SIGNATURES
|
19 | |
2
PART I – FINANCIAL INFORMATION
ITEM 1 – FINANCIAL STATEMENTS
WESTBRIDGE RESEARCH GROUP AND SUBSIDIARY
CONSOLIDATED CONDENSED BALANCE SHEETS
FEBRUARY 28,
2011 |
NOVEMBER 30,
2010 |
|||||||
ASSETS
|
||||||||
CURRENT ASSETS
|
||||||||
Cash and cash equivalents
|
$ | 950,395 | $ | 1,493,142 | ||||
Short term investments
|
1,000 | 1,000 | ||||||
Trade accounts receivable, less allowance for doubtful accounts of $14,600 and $3,000, respectively
|
741,672 | 192,696 | ||||||
Inventories
|
768,798 | 577,450 | ||||||
Deferred tax asset
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72,000 | 72,000 | ||||||
Prepaid expenses and other current assets
|
229,992 | 210,011 | ||||||
TOTAL CURRENT ASSETS
|
2,763,857 | 2,546,299 | ||||||
PROPERTY AND EQUIPMENT, net
|
482,718 | 502,909 | ||||||
INTANGIBLE ASSET
|
151,600 | 151,600 | ||||||
DEFERRED TAX ASSET, net of current portion
|
70,000 | 70,000 | ||||||
TOTAL ASSETS
|
$ | 3,468,175 | $ | 3,270,808 |
See accompanying notes to consolidated condensed financial statements.
3
WESTBRIDGE RESEARCH GROUP AND SUBSIDIARY
CONSOLIDATED CONDENSED BALANCE SHEETS
(continued)
FEBRUARY 28,
2011 |
NOVEMBER 30,
2010 |
|||||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
||||||||
CURRENT LIABILITIES
|
||||||||
Accounts payable
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$ | 125,032 | $ | 64,306 | ||||
Accrued expenses
|
302,020 | 502,436 | ||||||
Line of credit
|
200,000 | – | ||||||
Current portion of capital leases
|
18,030 | 19,814 | ||||||
Current portion of long-term debt
|
1,997 | 3,974 | ||||||
TOTAL CURRENT LIABILITIES
|
647,079 | 590,530 | ||||||
Capital leases, net of current portion
|
8,388 | 11,899 | ||||||
TOTAL LIABILITIES
|
655,467 | 602,429 | ||||||
Commitments (Note 7)
|
||||||||
SHAREHOLDERS' EQUITY
|
||||||||
Preferred stock:
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||||||||
Authorized 5,000,000 shares
No shares issued and outstanding
|
– | – | ||||||
Common stock, no par value:
|
||||||||
Authorized 37,500,000 shares
Issued and outstanding 2,148,438
and 2,103,438 shares at February 28, 2011
and November 30, 2010, respectively
|
8,491,104 | 8,479,854 | ||||||
Paid in capital
|
224,172 | 224,172 | ||||||
Accumulated deficit
|
(5,902,568 | ) | (6,035,647 | ) | ||||
TOTAL SHAREHOLDERS' EQUITY
|
2,812,708 | 2,668,379 | ||||||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
$ | 3,468,175 | $ | 3,270,808 |
See accompanying notes to consolidated condensed financial statements.
4
WESTBRIDGE RESEARCH GROUP AND SUBSIDIARY
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(unaudited)
THREE MONTHS
ENDED FEBRUARY 28, |
||||||||
2011
|
2010
|
|||||||
NET SALES
|
$ | 996,669 | $ | 786,662 | ||||
COST OF SALES
|
394,481 | 328,983 | ||||||
GROSS PROFIT
|
602,188 | 457,679 | ||||||
OPERATING EXPENSES
|
||||||||
Research and development
|
57,302 | 56,532 | ||||||
Selling
|
273,632 | 234,010 | ||||||
General and administrative
|
221,995 | 153,025 | ||||||
TOTAL OPERATING EXPENSES
|
552,929 | 443,567 | ||||||
Operating income
|
49,259 | 14,112 | ||||||
OTHER INCOME (EXPENSE)
|
||||||||
Other income
|
101,520 | 45,858 | ||||||
Interest expense
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4,266 | 3,759 | ||||||
Interest income
|
166 | 619 | ||||||
Income before income taxes
|
146,679 | 56,830 | ||||||
Provision for income taxes
|
13,600 | 1,600 | ||||||
Net income
|
$ | 133,079 | $ | 55,230 | ||||
Basic earnings per common share
|
$ | 0.06 | $ | 0.03 | ||||
Weighted average shares outstanding
|
2,133,438 | 2,103,438 | ||||||
Diluted earnings per common share
|
$ | 0.06 | $ | 0.03 | ||||
Weighted average shares and options outstanding
|
2,231,735 | 2,183,949 |
See accompanying notes to consolidated condensed financial statements.
5
WESTBRIDGE RESEARCH GROUP AND SUBSIDIARY
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)
THREE MONTHS ENDED
|
||||||||
FEBRUARY 28,
|
FEBRUARY 28,
|
|||||||
2011
|
2010
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net income
|
$ | 133,079 | $ | 55,230 | ||||
Adjustments to reconcile net income to net cash used in operating activities:
|
||||||||
Depreciation and amortization
|
33,222 | 38,652 | ||||||
Increase in allowance for doubtful accounts
|
11,600 | 17,584 | ||||||
Changes in Operating Assets and Liabilities:
|
||||||||
Increase in trade accounts receivable
|
(560,576 | ) | (430,037 | ) | ||||
Receipts of long-term account receivable
|
-- | 157,766 | ||||||
Increase in inventories
|
(191,348 | ) | (213,425 | ) | ||||
(Decrease) increase in prepaid expenses
|
(19,981 | ) | 57,480 | |||||
Increase in accounts payable
|
60,726 | 92,579 | ||||||
Decrease in accrued liabilities
|
(200,416 | ) | (183,740 | ) | ||||
Net cash used in operating activities
|
(733,694 | ) | (407,911 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Purchase of property and equipment
|
(13,031 | ) | (50,103 | ) | ||||
Net cash used in investing activities
|
(13,031 | ) | (50,103 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Payments on capital lease obligations
|
(5,295 | ) | (4,588 | ) | ||||
Stock purchase | 11,250 | -- | ||||||
Borrowings (payments) on line of credit
|
200,000 | (50,000 | ) | |||||
Payments on long-term debt
|
(1,977 | ) | (1,902 | ) | ||||
Net cash provided by (used in) financing activities
|
203,978 | (56,490 | ) | |||||
DECREASE IN CASH AND CASH EQUIVALENTS
|
(542,747 | ) | (514,504 | ) | ||||
|
||||||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
1,493,142 | 1,267,254 | ||||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$ | 950,395 | $ | 752,750 | ||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
|
||||||||
Cash paid during the period for:
|
||||||||
Interest
|
$ | 4,266 | $ | 3,759 | ||||
Taxes
|
$ | 1,600 | $ | 1,600 |
See accompanying notes to consolidated condensed financial statements.
6
WESTBRIDGE RESEARCH GROUP AND SUBSIDIARY
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Business
Westbridge Research Group and Subsidiary (the “Company”) was incorporated in California on April 12, 1982 for the acquisition, research, development, manufacturing, and marketing of biotechnological products in the agricultural and energy industries.
Basis of Presentation
The accompanying unaudited condensed interim financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, all adjustments (which include only normal recurring adjustments except as noted in management's discussion and analysis of financial condition and results of operations) necessary to present fairly the financial position, results of operations and changes in cash flows have been made.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these consolidated condensed financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the 2010 Annual Report on Form 10-K, filed February 28, 2011. The results of operations for the quarter ended February 28, 2011, are not necessarily indicative of the operating results for the full year.
Revenue Recognition
The Company recognizes revenues from the sale of its products to customers at the time of shipping. Products are shipped from the Company’s facility to our customers with FOB shipping point terms at which time revenues are considered earned. The Company will replace product which is considered “substandard”, however this occurs infrequently and the Company records a warranty accrual for these anticipated replacements.
Principles of Consolidation
The accompanying financial statements consolidate the accounts of the Company and its wholly-owned subsidiary Westbridge Agricultural Products. All significant inter-company transactions have been eliminated in consolidation.
Seasonality
Agricultural product sales are typically seasonal in nature with heavier sales in the spring months. The Company is seeking to temper the seasonality of its agronomic sales by marketing its products in Latin American countries which typically produces sales in December, January and February of each year.
7
NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Accounts Receivable and Allowances for Uncollectible Accounts
The Company extends unsecured credit to most of its customers. Accounts receivable are stated at the historical carrying amount net of write-offs and allowances for uncollectible accounts. The Company establishes an allowance for uncollectible accounts based on historical experience and any specific customer collection issues that the Company has identified. Uncollectible accounts receivable are written off when a settlement is reached for an amount that is less than the outstanding balance or when the Company has determined that balance will not be collected.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.
Shipping and Handling Costs
The Company has historically classified income from freight charges to customers in “Net Sales”. The Company classifies shipping and handling costs in “Cost of Sales”.
Concentrations
A majority of the Company’s domestic sales are concentrated in Washington, California and Minnesota. The majority of the Company’s foreign sales are concentrated in Peru and South Korea. For the quarter ended February 28, 2011, three customers represented 58% of accounts receivable and for the quarter ended February 28, 2010, three customers represented 71% of accounts receivable. The Company has four large customers whose combined purchases amounted to 56% and 52% of the Company’s net sales for the three months ended February 28, 2011 and 2010, respectively. Total international sales represent 31% and 27% of total sales for the three months ended February 28, 2011 and 2010, respectively. The Company has no assets located in foreign countries.
Research and Development
It is the Company’s policy to expense research and development costs when incurred.
Advertising
Advertising expense is comprised of media, agency and promotion costs. Advertising expenses are charged to expense as incurred.
8
NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Reclassifications
Certain financial statement amounts related to the prior quarter presentation have been reclassified in order to conform to the current quarter presentation.
Net Income Per Share
Basic income per common share is based upon the weighted average number of common shares outstanding during the period. Diluted earnings per common share is based upon the weighted average number of common shares outstanding adjusted for the assumed conversion of dilutive stock options using the treasury stock method. The weighted average diluted shares outstanding for the periods ended February 28, 2011 and 2010 excludes the dilutive effect of approximately 192,500 and 172,500 stock options, respectively, since such options have an exercise price in excess of the average market value of the Company’s common stock during the respective periods.
The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations for the periods presented below:
Period Ended
|
||||||||
February 28, 2011 | February 28, 2010 | |||||||
Numerator for earnings per common share
|
$ | 133,079 | $ | 55,230 | ||||
Denominator for basic earnings per common share
|
2,133,438 | 2,103,438 | ||||||
Effect of dilutive securities
|
98,297 | 80,511 | ||||||
Denominator for diluted earnings per common share
|
2,231,735 | 2,183,949 | ||||||
Net income per common share:
|
||||||||
Basic
|
$ | 0.06 | $ | 0.03 | ||||
Diluted
|
$ | 0.06 | $ | 0.03 |
9
NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income Taxes
The Company accounts for income taxes under the asset and liability approach. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.
The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company also makes a determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.
The Company’s policy is to record interest and penalties on uncertain tax positions as income tax expense. As of February 28, 2011, the Company has no accrued interest or penalties related to uncertain tax positions.
Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
Long-Lived Assets
The Company investigates potential impairments of its long-lived assets on an individual basis when evidence exists that events or changes in circumstances may have made recovery of an asset’s carrying value unlikely. An impairment loss is recognized when the sum of the expected undiscounted future net cash flows is less than the carrying amount of the asset. No such losses have been identified.
10
NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Intangible Assets
The Company does not amortize indefinite lived intangible assets, but test these assets for impairment annually or whenever indicators of impairments arise. Intangible assets that have finite lives are amortized over their estimated useful lives and tested for impairment as described above for long-lived assets. The Company’s intangible assets with indefinite lives primarily consist of purchased formulas. Generally, the Company has determined that its formulas have indefinite useful lives due to the following:
·
|
Formulas and trade secret applications are generally authorized by the US EPA subject to certain conditions, without substantial cost under a stable regulatory, legislative and legal environment;
|
·
|
Maintenance expenditures to obtain future cash flows are not significant;
|
·
|
The Soil TRIGGRR® and Foliar TRIGGRR® formulations are not technologically dependent; and
|
·
|
The Company intends to use these assets indefinitely.
|
The Company combines all its indefinite lived formulas which mainly consist of Soil TRIGGRR® and Foliar TRIGGRR® into a single unit of accounting. The analysis encompasses future cash flows from sales of Soil TRIGGRR® and Foliar TRIGGRR® product lines. In conducting the annual impairment test in 2010, the Company determined that the estimated fair value of the formulas, calculated using a discounted cash flow analysis, exceeded their carrying amounts. No changes have occurred since the impairment test that would require the Company to re-evaluate its formulas.
Recent Accounting Pronouncements
Additionally, there are no recently issued accounting standards with pending adoptions that the Company’s management currently anticipates will have any material impact upon its financial statements.
11
NOTE 2 – MEXICO PROPERTY
At November 30, 1989, the Company had an account receivable totaling $451,270 due from a foreign distributor. The account was collateralized by a perfected security interest in unimproved real property in Baja California, Mexico. The Company was unsuccessful in its efforts to collect the amounts due on this account and, accordingly, during fiscal 1993, retained Mexican legal counsel to initiate foreclosure proceedings on the property. On February 8, 2007, the real property was to be sold through a public auction. As there were no bids placed, the Company obtained the right to take title to the land.
On August 15, 2008, the Company entered into an agreement to sell its rights to the property for a purchase price of $1,250,000 with a $300,000 deposit, and the balance of payment expected on December 15, 2008. There have been amendments to the agreement as the buyers needed additional time to complete the purchase. In November 2010, the parties agreed upon Amendment No. 3 which extends the time to complete the purchase to September 30, 2011. As of February 28, 2011, the Company has received non-refundable payments from the buyers totaling $1,000,000 with $100,000 due no later than April 30, 2011 and $150,000 due no later than September 30, 2011 to complete the purchase.
The Company has applied the deposits, first against its long-term receivable and the remainder is being recognized as other income. As part of the arrangement with its Mexican legal counsel and American broker, the Company is obligated to pay them a portion of any collection received on its long-term receivable. As of February 28, 2011, the Company has paid $299,273 under these arrangements from the deposits collected.
To prevent claims being raised against the Company and the property in the Mexican courts, the Company and buyer entered into a new agreement whereby the rights to the property were transferred to buyer in exchange for a promissory note in the amount of $550,000 which allows foreclosure on the property if the note is not paid in accordance with the scheduled payments previously agreed.
NOTE 3 – INVENTORIES
Inventories, consisting of agricultural products, is stated at the lower of cost (determined on a first-in, first-out basis) or market. The Company’s inventories increased as of the end of the quarter ended February 28, 2011 in preparation for the second quarter, which is the Company’s busiest time of the year. Inventories consist of the following at:
February 28,
2011 |
November 30,
2010 |
|||||||
Raw materials
|
$ | 359,102 | $ | 285,696 | ||||
Finished goods
|
409,696 | 291,754 | ||||||
Total inventories
|
$ | 768,798 | $ | 577,450 |
There are a limited number of suppliers for certain raw materials used by the Company in its products.
12
NOTE 4 – PROPERTY AND EQUIPMENT, NET
Property and equipment are recorded at cost. Depreciation is calculated on the straight-line basis over the estimated useful lives of the depreciable assets, or related lease life, if shorter, which range from three to ten years. Machinery and equipment is depreciated over a five to ten year period, depending on the type of equipment. Office furniture and fixtures is depreciated over a five-year period and vehicles are depreciated over a three-year period. Leasehold improvements are amortized over the life of the lease and included in depreciation expense. Capital leases are amortized using the straight-line method over the estimated useful life or the remaining term of the related lease, whichever is less. Property and equipment consists of the following at:
February 28,
2011 |
November 30,
2010 |
|||||||
Machinery & equipment
|
$ | 716,659 | $ | 704,186 | ||||
Furniture & fixtures
|
128,091 | 128,091 | ||||||
Vehicles
|
55,442 | 55,442 | ||||||
Leasehold improvements
|
369,298 | 368,740 | ||||||
Total Property and Equipment
|
1,269,490 | 1,256,459 | ||||||
Less accumulated depreciation and amortization
|
(786,772 | ) | (753,550 | ) | ||||
Property and Equipment, net
|
$ | 482,718 | $ | 502,909 |
NOTE 5 – ACCRUED EXPENSES
Accrued expenses consist of the following at:
February 28,
2011
|
November 30,
2010 |
|||||||
Sales commissions
|
$ | 13,582 | $ | 183,615 | ||||
Deferred rent
|
81,070 | 78,202 | ||||||
Warranty
|
27,500 | 36,363 | ||||||
Accrued vacation
|
74,475 | 74,475 | ||||||
Accrued state income tax
|
12,200 | 20,200 | ||||||
Accrued payroll
|
9,000 | 71,000 | ||||||
Accrued accounting fees | 27,500 | – | ||||||
Due customers | 37,084 | 25,056 | ||||||
Other
|
19,609 | 13,525 | ||||||
Total accrued expenses
|
$ | 302,020 | $ | 502,436 |
13
NOTE 6 – STOCK BASED COMPENSATION
For stock options issued under the Company’s stock-based compensation plan, the fair value of each option grant is estimated on the date of grant using the Black-Scholes pricing model, and an estimated forfeiture rate is used when calculating stock-based compensation expense for the period. The Company recognizes the compensation cost of stock-based awards on a straight-line basis over the vesting period of the award.
As there is no public market for its common stock, the Company determined the volatility for options granted based on an analysis of reported data for a peer group of companies that issued options with substantially similar terms. The expected volatility of options granted has been determined using an average of the historical volatility measures of this peer group of companies as well as the historical volatility of the Company’s common stock. The expected life of options has been determined utilizing the “simplified” method. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the stock options. The Company has not paid and does not anticipate paying cash dividends on its common stock; therefore, the expected dividend yield is assumed to be zero. For the three month period ended February 28, 2011 and 2010, the Company expensed $0 of stock option expense.
NOTE 7 – COMMITMENTS
The Company entered into a lease of a freestanding industrial building with 19,504 square feet of office, storage and production space on December 5, 2006. The lease originally had an expiration date of January 31, 2015 and monthly base rent was $13,653 with annual increases. In August, 2010, the Company negotiated to extend the term for an additional four years to January 31, 2019 with the option of an additional three year extension through January 31, 2021, and in exchange received a $1,000 per month rent decrease beginning September 1, 2010 through the end of the initial lease term, January 31, 2015. The rent will be set at fair market value effective February 1, 2015 for the remaining term of the lease. The rent under the lease for the initial year is approximately $13,650 per month, with three percent increases each year. The Company must also pay certain other customary expenses under the lease. Rent is expensed on a straight-line basis over the term of the lease.
The Company also entered into a month-to-month lease of a building with 3,883 square feet of storage space on October 30, 2008. Monthly base rent is $2,000 and the lease commenced on December 1, 2008.
SUBSEQUENT EVENTS
The Company entered into a lease of a freestanding industrial building with 11,300 square feet of primarily storage space on April 8, 2011. The lease commences on May 1, 2011, with early occupancy on April 8, 2011. The lease has a term of four (4) years with an option to extend the term for an additional forty-five (45) months at the fair market rate at the time of extension. The rent under the new lease is $2,750 per month through December 31, 2011, $6,215 per month for the period January 1, 2012 through December 31, 2012, and $6,441 per month for the period January 1, 2013 through April 30, 2015.
On April 4, 2011, the Company also gave a 30-day notice of termination on the month-to-month lease of 3,883 square feet of storage space.
14
ITEM 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations.
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Certain statements contained in this report that are not historical facts are forward-looking statements (within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933) that are subject to certain risks and uncertainties that could cause actual results to differ materially from those set forth in the forward-looking statements. Westbridge Research Group and its wholly-owned subsidiary, Westbridge Agricultural Products may hereinafter be referred to collectively as “Westbridge,” the “Company,” “we,” “our,” “us,” and “our company”. When we use the words “anticipates”, “plans”, “expects”, “believes”, “should”, “could”, “may”, and similar expressions, we are identifying forward-looking statements. These risks and uncertainties include, but are not limited to, a slow-down in the domestic or international markets for the Company’s products; greater competition for customers from businesses who are larger and better capitalized; local, state, federal or international regulatory changes which adversely impact the Company’s ability to manufacture or sell its products, particularly its organic products; the reliance of the Company on limited sources of raw materials; an increase in the Company’s costs of raw materials. For a discussion of factors that could cause our actual results to differ from forward-looking statements contained herein, please see the discussion under the heading “Risk Factors” of our most recent Annual Report filed on Form 10-K.
Except as may be required by applicable law, we do not undertake or intend to update or revise our forward-looking statements, and we assume no obligation to update any forward looking statements contained in this Quarterly Report on Form 10-Q as a result of new information or future events or developments. You should not assume that our silence over time means that actual events are bearing out as expressed or implied in such forward looking statements. You should carefully review and consider the various disclosures we make in this report and our other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks, uncertainties and other factors that may affect our business. Results for any period should not be relied upon as being indicative of performance in future periods.
We are a manufacturer and seller of environmentally compatible products for the agricultural industry. Our products include, among others, both conventional and organic fertilizers and growth regulators. During the past several years, the Company has placed an emphasis on the sale of agricultural inputs that meet the organic requirements as defined under the USDA’s National Organic Program.
Results of Operations:
Net sales for the three month period ended February 28, 2011 were $996,669, representing a 27% increase from the same period in the prior year. This increase is primarily associated with increased sales to two foreign distributors and one domestic customer.
Cost of sales as a percentage of net sales decreased to 40% for the quarter ended February 28, 2011 as compared with 42% for the same period in the prior year. This decrease is primarily due to the product mix of sales during the quarter ended February 28, 2011 as compared with the same period in the prior year.
Research and development expenses for the three month period ended February 28, 2011 increased 1%, or $770, to $57,302 compared with the same period in the prior year.
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Selling expenses for the three month period ended February 28, 2011 increased $39,622, or 17%, compared with the same period in the prior year. This increase is primarily due to the addition of a salesperson in the third quarter 2010 and increased trade show and advertising expenses.
General and administrative expenses for the three month period ended February 28, 2011 increased $68,970 or 45%, when compared with the same period in the prior year. This increase is primarily due to the addition of a finance consultant in the third quarter of 2010 and a timing difference in expensing certain services performed.
Other income for the three month periods ended February 28, 2011 increased by $55,662 compared to the same period in the prior year. This increase primarily represents the net proceeds of installment payments from the sale of the Mexico property as discussed in Note 2 to the financial statements.
Net income for the quarter ended February 28, 2011 was $133,079 as compared with net income of $55,230, for the same period in the prior year. As a result, basic earnings per share increased to $.06 per share for the three months ended February 28, 2011 compared with $.03 per share for the three months ended February 28, 2010. This increase is primarily due to increased sales, as well as increased other income associated with the sale of the Mexico property.
Federal income taxes have not been provided for in the accompanying consolidated condensed statements of operations due to the net operating loss carryforwards generated in prior years that are available for carryforward against current year income. The Company has approximately $959,000 of federal net operating loss carryforwards at November 30, 2010, which it is currently utilizing as offsets against current earnings to reduce or eliminate its income taxes. Management has provided for California state income taxes. In addition, management has assessed the recoverable value of its deferred tax assets at $142,000 as the Company has been able to achieve its budgeted targets and the Company expects to utilize these benefits over the next three years.
Liquidity and Capital Resources:
Working capital was $2,116,778 at February 28, 2011, an increase of $161,009, from $1,955,769 at November 30, 2010. This increase is primarily due to an installment received from the sale of the Mexico property in December 2010. Agricultural product sales are typically seasonal in nature with heavier sales in the spring months, which normally reduces cash flow significantly during the fall and winter months.
The Company has a $500,000 line of credit available to be drawn down if required, of which, $200,000 has been drawn as of February 28, 2011. This line of credit is secured by all the assets of the Company. The line of credit expires on April 16, 2011 and the renewal is pending.
ITEM 3.
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Quantitative and Qualitative Disclosures About Market Risk.
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We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide this information under this item.
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ITEM 4.
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Controls and Procedures.
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The Company's management, with the participation of the Company's principal executive and principal financial officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), as of February 28, 2011, the end of the quarterly fiscal period covered by this quarterly report. Based on this evaluation, the Company's principal executive and principal financial officer concluded that, as of the end of such period, the Company's disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
There has been no change in the Company's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the Company's fiscal quarter ended February 28, 2011, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II – OTHER INFORMATION
ITEM 1.
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Legal Proceedings
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None
ITEM 1A.
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Risk Factors
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In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended November 30, 2010, which could materially affect our business, financial condition or operating results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
ITEM 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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Ms. Koenemann and Dr. Parker exercised options for 25,000 and 20,000 shares of the Company’s common stock, respectively, granted to them under the Company’s 2001 Stock Option Plan. The exercise price was $0.25 per share. A total of $11,250 was realized by the Company from this exercise. That amount was added to the working capital of the Company. These shares were not registered.
ITEM 3.
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Defaults Upon Senior Securities
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None
ITEM 4.
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Removed and Reserved
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ITEM 5.
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Other Information
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ITEM 6.
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Exhibits
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A. EXHIBITS
31.1 Certification of the Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
B. REPORTS ON FORM 8-K
None.
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WESTBRIDGE RESEARCH GROUP AND SUBSIDIARY
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
WESTBRIDGE RESEARCH GROUP
(Registrant)
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Dated: April 13, 2011
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By:
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/s/ Christine Koenemann | |
Christine Koenemann, President | |||
Principal Executive Officer | |||
Principal Financial Officer |
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