U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2000
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from __________________ to ____________________
Commission file number 1-14244
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GLAS-AIRE INDUSTRIES GROUP LTD.
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(Exact name of small business issuer as specified in its charter)
NEVADA 84-1214736
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(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
3137 GRANDVIEW HIGHWAY, VANCOUVER, BC V5M 2E9
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(Address of principal executive office)
(604) 435-8801
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(Issuer's telephone number)
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [ ]
Number of shares outstanding of the issuer's Common Stock:
Class Outstanding at July 31, 2000
----------------------------- ----------------------------
Common Stock, $0.01 par value 2,565,397
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Glas-Aire Industries Group Ltd.
INDEX
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Page
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Condensed Balance Sheets -
July 31, 2000 and January 31, 2000 3
Consolidated Condensed Statements of Operations
for the three months ended July 31,
2000 and 1999 and six months ended
July 31, 2000 and 1999 4
Consolidated Condensed Statements
of Cash Flows for the three
months ended July 31, 2000 and 1999
and six months ended July 31, 2000 and 1999 5
Notes to Consolidated Condensed
Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 10
SIGNATURES 11
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
-----------------------------
Glas Aire Industries Group Ltd.
Consolidated Condensed Balance Sheet
July 31, January 31,
2000 2000
(Unaudited) (Audited)
----------- ------------
Assets
Current
Cash and equivalents $ 547,088 $ 650,018
Accounts receivable 1,460,428 1,854,442
Income taxes receivable 165,714 0
Inventories 902,362 824,291
Prepaid expenses 135,086 150,953
3,210,678 3,479,704
Fixed assets, net 2,020,472 2,020,189
Investment in parent company 3,767,438 3,581,059
$ 8,998,588 $ 9,080,952
=========== ===========
Liabilities and Shareholders' Equity
Current
Bank indebtedness $ 0 $ 118,262
Accounts payable 733,477 974,437
Accrued liabilities 310,519 302,763
Incomes taxes payable 17,880 111,588
Current portion - capital lease 61,689 72,822
1,123,565 1,579,872
Obligation under capital lease 100,046 123,198
Deferred income taxes 446,826 446,826
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1,670,437 2,149,896
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Shareholders' Equity
Share capital 25,654 20,467
Contributed surplus 7,552,728 5,186,701
Retained earnings 182,672 2,087,136
Cumulative translation adjustment (93,330) (23,675)
Treasury stock (339,573) (339,573)
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7,328,151 6,931,056
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$ 8,998,588 $ 9,080,952
=========== ===========
3
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<TABLE>
<CAPTION>
Glas Aire Industries Group Ltd.
Consolidated Condensed Statements of Operations
(Unaudited)
Three Months Ended Six Months Ended
July 31, July 31, July 31, July 31,
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Sales $ 2,724,688 $ 2,377,489 $ 4,927,559 $ 4,213,276
Cost of sales 1,926,819 1,598,119 3,474,935 2,841,244
----------- ----------- ----------- -----------
Gross profit 797,869 779,370 1,452,624 1,372,032
----------- ----------- ----------- -----------
Expenses
Depreciation 67,942 63,166 134,546 109,973
Research and development 129,949 113,129 246,956 227,059
Selling and distribution 224,343 186,452 391,458 320,429
General and administrative 195,777 129,503 401,201 282,607
Provision for profit sharing 17,824 33,723 31,584 50,265
Interest, net (1,203) (28,502) (6,742) (59,428)
634,632 497,471 1,199,003 930,905
----------- ----------- ----------- -----------
Income before income from equity
investment and income tax expense 163,237 281,899 253,621 441,127
Income from equity investment 93,189 0 186,379 0
----------- ----------- ----------- -----------
Income before income taxes 256,426 281,899 440,000 441,127
Income taxes - current 70,388 99,879 90,521 156,851
Net income for the period $ 186,038 $ 182,020 $ 349,479 $ 284,276
=========== =========== =========== ===========
Earnings per share - basic and diluted $ 0.08 $ 0.09 $ 0.16 $ 0.14
Weighted average number of shares outstanding
less 201,969 shares of treasury stock 2,332,936 1,991,984 2,227,189 1,986,485
=========== =========== =========== ===========
See accompanying notes to consolidated financial statements
4
<PAGE>
Glas Aire Industries Group Ltd.
Consolidated Condensed Statements of Cash Flows
(Unaudited)
Six Months Ended
July 31, July 31,
2000 1999
----------- -----------
Increase (decrease) in cash
Cash flows from:
Operating Activities
Net income for the period $ 349,479 $ 284,277
Depreciation 134,546 109,973
Net change in working capital (160,816) (175,119)
Stock issued for investment services 87,270 --
Stock issued for directors services 30,000 --
Income from equity investment (186,378) ______-
-----------
Net cash from operating activities 254,101 219,131
----------- -----------
Financing Activities
Repayment of capital lease (34,285) (31,072)
Decrease in bank indebtedness (118,262) ______-
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Net cash provided by (used in) financing activities (152,547) (31,072)
----------- -----------
Investing Activities
Repayment of note receivable -- 506,806
Purchase of capital assets (134,829) (140,354)
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Net cash provided by (used in) investing activities (134,829) 366,452
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Cumulative translation adjustment (69,655) 3,017
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Increase (decrease) in cash during the period (102,930) 557,528
Cash and equivalents, beginning of period 650,018 2,110,535
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Cash and equivalents, end of period $ 547,088 $ 2,668,063
=========== ===========
Changes in working capital
Accounts receivable $ 394,014 $ (151,799)
Inventories (78,071) (127,559)
Income taxes recoverable (165,714)
Prepaid expense 15,867 (59,978)
Accounts payable (240,961) 160,579
Accrued liabilities 7,756 50,000
Income taxes payable (93,707) (46,362)
$ (160,816) $ (175,119)
----------- -----------
5
<PAGE>
Glas Aire Industries Group Ltd.
Consolidated Condensed Statements of Cash Flows
(Unaudited)
Six Months Ended
July 31, July 31,
2000 1999
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Supplemental disclosure of
cash flow relating to:
Interest expense $ 12,940 $ 6,218
Income taxes 337,083 205,092
On July 31, 1999 the Company issued 288,000 shares of its common stock in
exchange for 1,188,000 shares of common stock of Regency Affiliates, Inc.
Regency Affiliates, Inc. currently owns approximately 51% of the Company's
outstanding common stocks.
See accompanying notes to financial statements
6
<PAGE>
Glas Aire Industries Group Ltd.
Consolidated Statement of Stockholders' Equity
Second Quarter Ended July 31, 2000
Accumulated
Additional Other Total
Common Stock Paid-in Retained Treasury Comprehensive Stockholder'
Stock Amount Capital Earnings Stock Income Equity
------------------------------------------------------------------------------------------------------------------------------------
Balance -
January 31, 2000 2,046,730 $ 20,467 $5,186,701 $ 2,087,136 $ (339,573) $ (23,675) $6,931,056
Net income 349,479
349,479
Stock issues 23,671 237 117,034 117,271
Stock dividends 494,996 4,950 2,248,993 (2,253,943)
Foreign currency
Translation adjustment (69,655) (69,655)
========= =========== ========== =========== ========== ========== ==========
Balance -
July 31, 2000 2,565,397 $ 25,654 $7,552,728 $ 182,672 $ (339,573) $ (93,330) $7,328,151
========= =========== ========== =========== ========== ========== ==========
7
</TABLE>
<PAGE>
Glas Aire Industries Group Ltd.
Notes to Consolidated Condensed Financial Statements
July 31, 2000
1. In the opinion of the Company, the accompanying unaudited consolidated
condensed financial statements contain all adjustments (consisting of only
those which are normal and recurring in nature) necessary to present fairly
the financial position of the Company as of July 31, 2000 and the results
of operations and cash flows for the periods then ended.
2. These financial statements include the accounts of the Company and its
wholly-owned subsidiaries, Multicorp Holdings Inc., Glas-Aire Industries
Ltd., Glas-Aire Industries, Inc., and 326362 BC Ltd. All inter-company
transactions are eliminated.
These financial statements have been prepared in accordance with accounting
principles generally accepted in the United States. For further
information, refer to the Company's consolidated financial statements and
footnotes thereto included in the Company's Form 10K-SB with the Securities
and Exchange Commission for the fiscal year ended January 31, 2000.
3. Certain comparative figures from the prior year have been reclassified to
conform with the current year's presentation.
4. Inventories by component are as follows:
July 31, January 31,
2000 2000
-------- --------
Raw materials $599,353 $468,943
Work-in-progress 169,566 204,961
Finished goods 133,443 150,387
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$902,362 $824,291
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5. Changes to share capital during the period are as follows:
a) On February 1, 2000, the Company issued 12,300 shares of its common
stock to the principals of an investor relations company in return for
services. Common stock and contributed surplus increased by $123 and
$69,363 respectively.
b) On March 9, 2000, the Company issued 2,875 shares of its common stock
to an investor relations company in return for services. Common stock
and contributed surplus increased by $29 and $17,756 respectively.
c) Pursuant to a 21% stock dividend declared March 06, 2000, 432,408
shares of common stock were issued on March 10, 2000. On March 10,
2000 the common stock was trading at $10.88 for a total fair value of
$4,704,599. Cumulative retained earnings at March 10, 2000 were
$2,160,426. The stock dividend has been accounted for, in part, by a
transfer of $2,156,102 from retained earnings to contributed surplus.
The balance has been accounted for as a distribution at par value of
the stock issued.
8
<PAGE>
d) On May 18, 2000, the Company issued 8,496 shares of its common stock
to its directors as compensation for serving as directors. Common
stock and contributed surplus increased by $85 and $29,915
respectively.
e) On June 15, 2000 62,588 shares of common stock were issued as a stock
dividend representing 2.5% of 2,502,809 common shares outstanding. On
June 15, 2000 the common stock was trading at $4.437 for a total fair
value of $277,734. Cumulative retained earnings at June 15, 2000 were
$93,517. The stock dividend has been accounted for, in part, by a
transfer of $92,891 from retained earnings to contributed surplus. The
balance has been accounted for as a distribution at par value of the
stock issued.
6. Summarized financial information for Regency Affiliates, Inc. for the three
months and six months ended June 30, 2000 is as follows:
Three Months Six Months
June 30, 2000 June 30, 2000
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Sales $ 2,971,112 $5,125,677
=========== ==========
Loss from operations $ 448,520 $ 833,816
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Net Income $ 439,350 $ 832,601
=========== ==========
9
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
--------------------------------------------------------------------------------
Three Months Ended July 31, 2000 vs Three Months Ended July 31, 1999
The Company's sales increased by 14.6% from $2,377,489 for the three months
ended July 31, 1999, to $2,724,688 for the three months ended July 31, 2000.
This improvement in sales was the result of sales to new customers, sales of new
parts, and volume increases in sales orders from existing customers.
Gross profit margins, expressed as a percentage of sales, decreased from
32.8% for the three months ended July 31, 1999 to 29.3% for the three months
ended July 31, 2000. This net decrease of 3.5% was due to (i) an increase in
material cost of 0.8%. (ii) an increase in direct labor and overhead cost of
2.7%.
Depreciation expense increased by 7.6% from $63,166 for the three months
ended July 31, 1999, to $67,942 for the three months ended July 31, 2000. This
increase was the result of new equipment being brought into service.
Expenses for research and development increased by 14.9% from $113,129 for
the three months ended July 31, 1999 to $129,949 for the three months ended July
31, 2000. This increase resulted from R&D activities relating to a number of new
projects that led to (i) an increase in the number of engineering personnel
conducting in-house activities, (ii) an increase in travel expenses to customers
to identify and exploit new product opportunities, and (iii) an increase in R&D
supplies and computer supplies due to research and development activities.
Selling and distribution expenses increased by 20.3%, from $186,452 for the
three months ended July 31, 1999, to $224,343 for the three months ended July
31, 2000. This increase was due to (i) an increase of $23,777 in commission
expenses associated with the increase in sales, (ii) an increase of $20,150 in
warranty claims due to a major design change requested by the Company's largest
customer, (iii) an increase of $10,840 in consulting fees related to the
Company's marketing efforts, and (iv) a decrease of $16,876 in travel &
promotion expenses (deferred to August and September, 2000),
General and administrative expenses increased by 51.2% from $129,503 for
the three months ended July 31, 1999, to $195,777 for the three months ended
July 31, 2000, as a result of (i) an increase of $14,234 due to increase in the
number of persons employed in administration, (ii) an increase of $27,454 in
consulting fees related to public relations. (iii) an increase of $22,500 in
directors' fees, and (iv) an increase of $2,086 in other administration costs.
The provision for profit sharing decreased by 47.2% from $33,723 for the
three months ended July 31, 1999, to $17,824 for the three months ended July 31,
2000. This decrease was the result of decrease in income.
10
<PAGE>
Interest income (net of interest expense) decreased from $28,502 for the
three months ended July 31, 1999, to $1,203 for the three months ended July 31,
2000, This was the net result of (i) an increase of $5,090 in interest expense
due to the additional leasing of equipment, and (ii) an interest income decrease
of $22,209 resulting from the reduction in the Company's liquid assets earning
interest. The Company substantially reduced its liquid assets by investing in
the common stock of Regency Affiliates, Inc. in 1999.
Income from equity investment. The Company accrued $93,189 of income as a
result of its investment in Regency Affiliates, Inc. reflecting the Company's
share of Regency's net income for the three months ended June 30, 2000.
Six Months Ended July 31, 2000 vs Six Months Ended July 31, 1999
The Company's sales increased by 17% from $4,213,276 for the six months
ended July 31, 1999, to $4,927,559 for the six months ended July 31, 2000. This
increase resulted primarily (i) from the addition of new customers, (ii) sales
of new parts, and (iii) additional orders from existing customers.
The gross profit margins expressed as a percentage of sales, decreased from
32.6% for the six month period ended July 31, 1999 to 29.5% for the six months
period ended July 31, 2000, This net decrease of 3.1% was primarily due to (i) a
10% price reduction as requested by the company's largest customer effective
April 2000, and (ii) an increase in direct labor and overhead charges.
Depreciation expense increased by 22.3% from $109,973 for the six months
ended July 31, 1999, to $134,546 for the six months ended July 31, 2000. This
increase was the result of new equipment being brought into service.
Expenses for research and development increased by 8.8% from $227,059 for
the six months ended July 31, 1999 to $246,956 for the six months ended July 31,
2000. This increase was due to (i) an increase in the number of engineering
personnel conducting in-house activities, (ii) an increase in R & D supplies and
computer supplies due to research and development activities, and (iii) an
increase in travel expenses to customers to identify and exploit new product
opportunities.
Selling and distribution expenses increased by 22.2%, from $320,429 for the
six months ended July 31, 1999, to $391,459 for the six months ended July 31,
2000. This increase was primarily due to (i) an increase of $29,972 in
commission expenses associated with the increase in sales, (ii) an increase in
warranty claims of $23,780 due to a major design change requested the Company's
largest customer, (iii) an increase of $21,435 in consulting fees and
promotional expenses related to the Company's marketing study of the aftermarket
and the promotion of new products, and (iv) a decrease of $4,157 in travel
expenses (deferred to August and September, 2000),
General and administrative expenses increased by 42% from $282,607 for the
six months ended July 31, 1999, to $401,201 for the six months ended July 31,
2000 as a result of (i) an increase in the number of persons employed in
11
<PAGE>
administration of $24,042, (ii) an increase of $85,021 in consulting fees
related to public relations, (iii) an increase of $30,000 in directors' fees,
(iv) a decrease of $12,000 due to the cancellation of management contracts, and
(v) a decrease of $8,469 due to other administration costs.
The provision for profit sharing decreased by 37.2% from $50,265 for the
six months ended July 31, 1999, to $31,584 for the six months ended July 31,
2000. This was the result of a decrease in the profit margin.
Interest income (net of interest expense) decreased from $59,428 for the
six months ended July 31, 1999, to $6,743 for the six months ended July 31,
2000, as a result of (i) an increase of $6,721 in interest expenses due to
additional leasing of equipment, and (ii) a decrease interest income of $45,964
resulting from the reduction in the Company's liquid assets earning interest.
The Company substantially reduced its liquid assets by investing in the common
stock of Regency Affiliates, Inc. in 1999.
Income from equity investment. The company accrued $186,379 of income as a
result of its investment in Regency Affiliates, Inc. reflecting the Company's
share of Regency's net income for the six months ended June 30, 2000.
Financial Condition and Liquidity
Working capital was $2,087,113 at July 31, 2000 compared to $1,899,832 at
January 31, 2000. The increase reflects the positive results of operations for
the period. During the next six months the Company anticipates making total
capital expenditures of approximately $600,000. The company will continue to
fund its operations, as well as the projected capital expenditures, through
internally generated funds and available cash and cash equivalents.
FORWARD-LOOKING STATEMENTS
Statements made in this Form 10-QSB that are not historical or current
facts are "forward-looking statements" made pursuant to the safe harbor
provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section
21E of the Securities Exchange Act of 1934. These statements often can be
identified by the use of terms such as "may," "will," "expect," "believe,"
"anticipate," "estimate," "approximate" or "continue," or the negative thereof.
The Company intends that such forward-looking statements be subject to the safe
harbors for such statements. The Company wishes to caution readers not to place
undue reliance on any such forward-looking statements, which speak only as of
the date made. Any forward-looking statements represent management's best
judgment as to what may occur in the future. However, forward-looking statements
are subject to risks, uncertainties and important factors beyond the control of
the Company that could cause actual results and events to differ materially from
historical results of operations and events and those presently anticipated or
projected. These factors include adverse economic conditions, entry of new and
stronger competitors, inadequate capital, unexpected costs, failure to
successfully penetrate the Company's markets in the United States, Canada and in
other foreign countries such as Japan. The Company disclaims any obligation
subsequently to revise any forward-looking statements to reflect events or
circumstances after the date of such statement or to reflect the occurrence of
anticipated or unanticipated events.
12
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
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a) Exhibits: There are no exhibits for the six months ended July 31, 2000.
b) There were no reports filed on Form 8-K.
13
<PAGE>
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.
Date: September 12, 2000 GLAS-AIRE INDUSTRIES GROUP LTD.
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/s/ Alex Y. W. Ding
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Alex Y. W. Ding
President and Chief Operating Officer
14
