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 April 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from __________________ to ____________________
Commission file number 1-14244
GLAS-AIRE INDUSTRIES GROUP LTD.
-------------------------------
(Exact name of small business issuer as specified in its charter)
NEVADA 84-1214736
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(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
3137 GRANDVIEW HIGHWAY, VANCOUVER, B.C. V5M 2E9
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(Address of principal executive office)
(604) 435-8801
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(Issuer telephone number)
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(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 ________ No ___X___
Issuer's Common Stock:
Common Stock, $0.01 par value-Issued 2,494,313 shares with 197,042 shares in
Treasury as of April 30, 2000.
Transitional Small Business disclosure Format Yes_______ No___X___
<PAGE>
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 -
April 30, 2000 and January 31, 2000 1
Consolidated Condensed Statement of Operations
for the three months ended April 30, 2000 and 1999 2
Consolidated Statement of Stockholders' Equity
for the three months ended April 30, 2000 3
Consolidated Condensed Statement of Cash Flow
for the three months ended April 30, 2000 and 1999 4-5
Notes to Consolidated Condensed Financial Statements 6
Item 2. Management 's Discussion and Analysis of
Financial Condition and Results of Operations 7-8
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 8
SIGNATURES 9
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
----------------------------
Glas Aire Industries Group Ltd.
Consolidated Condensed Balance Sheet
April 30, January 31,
2000 2000
(Unaudited) (Audited)
----------- ---------
Assets
Current
Cash and equivalents $ 893,407 $ 650,018
Accounts receivable 1,019,097 1,854,442
Inventories 775,130 824,291
Income Taxes Recoverable 48,694 --
Prepaid expenses 134,053 150,953
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2,870,381 3,479,704
Fixed assets, net 2,018,964 2,020,189
Investment in parent company 3,674,249 3,581,059
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$ 8,563,594 $ 9,080,952
=========== ===========
Liabilities and Shareholders' Equity
Current
Bank indebtedness $ -- $ 118,262
Accounts payable 332,139 974,437
Accrued liabilities 467,999 302,763
Incomes taxes payable -- 111,588
Current portion - capital lease 76,573 72,822
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876,711 1,579,872
Obligation under capital lease 104,612 123,198
Deferred income taxes 446,826 446,826
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1,428,149 2,149,896
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Shareholders' equity
Common stock 24,943 20,467
Additional paid-in capital 7,429,922 5,186,701
Retained earnings 90,151 2,087,136
Accumulated other comprehensive income (69,998) (23,675)
Treasury stock (339,573) (339,573)
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7,135,445 6,931,056
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$ 8,563,594 $ 9,080,952
=========== ===========
1
<PAGE>
Glas Aire Industries Group Ltd.
Consolidated Condensed Statement of Operations
(Unaudited)
Three Months Ended
-----------------------
April 30, April 30,
2000 1999
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Sales $ 2,202,871 $ 1,835,787
Cost of sales 1,548,116 1,243,125
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Gross profit 654,755 592,662
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Expenses
Depreciation 66,604 46,807
Research and development 117,007 113,930
Selling and distribution 167,116 133,977
General and administrative 205,424 153,104
Provision for profit sharing 13,760 16,542
Interest (5,540) (30,926)
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564,371 433,434
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Income before income from equity
investment and income tax expense 90,384 159,228
Income from equity investment 93,190
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Income before income taxes 183,574 159,228
Income taxes 20,133 56,972
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Net income for the period $ 163,441 $ 102,256
=========== ===========
Net income per share of common stock $ 0.0755 $ 0.0514
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Weighted average common shares outstanding
(after deducting 197,042 shares of treasury stock
held by the Company) 2,163,512 1,988,624
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See accompanying notes.
2
<PAGE>
<TABLE>
<CAPTION>
Glas Aire Industries Group Ltd.
Consolidated Statement of Stockholders' Equity Three months ended April 30, 2000
=================================================================================================================================
Accumulated
Additional Other Total
Common Stock Paid-in Retained Treasury Comprehensive Stockholders'
Stock Amount Capital Earnings Stock Income Equity
====================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
Balance
January 31,2000 2,046,730 $ 20,467 $ 5,186,701 $ 2,087,136 $ (339,573) $ (23,675) $ 6,931,056
Net income 163,441 163,441
Stock issued (note 5) 15,175 152 87,119 87,271
Stock dividend
(note 5) 432,408 4,324 2,156,102 (2,160,426)
Foreign currency
Translation adjustment (46,323) (46,323)
====================================================================================================
Balance -
April 30, 2000 2,494,313 $ 24,943 $ 7,429,922 $ 90,151 $ (339,573) $ (69,998) $ 7,135,445
=================================================================================================================================
See accompanying notes.
3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Glas Aire Industries Group Ltd.
Consolidated Condensed Statement of Cash Flows
(Unaudited)
Three Months Ended
--------------------------
April 30, April 30,
2000 1999
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<S> <C> <C>
Increase (decrease) in cash
Cash flows from:
Operating activities
Net income for the period $ 163,441 $ 102,256
Depreciation 66,604 46,807
Net changes in operating assets and liabilities 264,063 (92,365)
Stock issued for investment services 87,271 --
Income from equity investment (93,190) --
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Net cash provided by operating activities 488,189 56,698
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Financing activities
Repayment of capital lease (14,836) (7,893)
Decrease in bank indebtedness (118,262) --
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Net cash (used in) financing activities (133,098) (7,893)
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Investing activities
Repayment of note receivable -- 506,806
Purchase of fixed assets (65,379) (91,011)
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Net cash provided by (used in) investing activities (65,379) 415,795
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Foreign currency translation adjustment
affect on cash balances (46,323) 67,762
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Increase in cash during the period 243,389 532,362
Cash and equivalents, beginning of period 650,018 2,110,535
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Cash and equivalents, end of period $ 893,407 $ 2,642,897
=========== ===========
Changes in operating assets and liabilities
Accounts receivable 835,345 (36,807)
Inventories 49,161 20,720
Prepaid expense 16,900 6,307
Accounts payable (642,297) (205,797)
Accrued liabilities 165,236 70,338
Income taxes payable (160,282) 52,874
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$ 264,063 $ (92,365)
=========== ===========
4
</TABLE>
<PAGE>
Glas Aire Industries Group Ltd.
Consolidated Condensed Statement of Cash Flows
(Unaudited)
Three Months Ended
----------------------
April 30, April 30,
2000 1999
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Supplemental disclosure of cash flow relating to:
Interest expense $ 4,590 $ 2,960
Income taxes 180,445 153,344
See accompanying notes to financial statements
5
<PAGE>
Glas Aire Industries Group Ltd.
Notes to Consolidated Condensed Financial Statement
April 30, 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 April 30, 2000 and the results
of operations and cash flows for the three month periods ended April 30,
2000 and 1999.
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 B.C. 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 period have been reclassified to
conform with the current period's presentation.
4. Inventories by component are as follows:
April 30, Jan 31,
2000 2000
-------- --------
Raw materials $511,650 $468,943
Work-in-progress 95,236 204,961
Finished goods 168,244 150,387
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$775,130 $824,291
======== ========
5. Changes to share capital during the period are as follows:
a) On February 1, 2000 the Company issued 12,300 common stock to the
principals of a investor relations company in return for services.
Common stock and additional paid in capital increased by $123 and
$69,363 respectively.
b) On March 9, 2000 the Company issued 2,875 common stock to an investor
relations company in return for services. Common stock and additional
paid in capital increased by $29 and $17,756 respectively.
c) Pursuant to a 21% stock dividend declared March 06, 2000, 432,408
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 to March 10, 2000 was
$2,160,426. The stock dividend has been accounted for, in part, by a
transfer of $2,156,102 from retained earnings to paid in capital. The
balance has been accounted for as a distribution at par value of the
stock issued.
6. On June 12, 2000, 62,358 common stock were issued representing 2.5% of
2,494,313 common stock outstanding. On June 12, 2000, the common stock was
trading at $5.00 for a total fair value of $311,790.
7. Summarized financial information for Regency Affiliates, Inc. for its first
quarter ended March 31, 2000 are as follows:
Sales $2,139,499
==========
Loss from operations $ 386,209
==========
Net Income $ 393,252
==========
6
<PAGE>
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 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 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.
Item 2. Management's Discussion and Analysis of Financial Condition and Result
of Operations
------------------------------------------------------------------------------
Changes in Results of Operations: Three months ended April 30, 2000 compared to
three months ended April 30, 1999
The Company's sales increased by 20% from $1,835,787 for the three months
ended April 30, 1999, to $2,202,871 for the three months ended April 30, 2000.
This improvement in sales was the result of sales of new parts, and volume
increase in sales orders from existing customers due to general increase in
automotive sales.
Gross profit margin, expressed as a percentage of sales, decreased slightly
from 32.3% for the three months ended April 30, 1999 to 29.7% for the three
months ended April 30, 2000. This net decrease of 2.6% was due primarily to (i)
an increase in material cost of 1.3%, (ii) an increase in direct labor and
overhead cost of 2.1%, (iii) a decrease of 0.8% in operating cost and cash
discounts.
Depreciation expense increased by 42% from $46,807 for the three months
ended April 30, 1999, to $66,604 for the three months ended April 30, 2000. This
increase was the result of bringing new equipment into service.
Expenses for research and development increased by 2.7% from $113,930 for
the three months ended April 30, 1999 to $117,007 for the three months ended
April 30, 2000. This increase resulted from R&D activities relating to a number
of new projects that led to (i) an increase of $36,856 or 32.3% in the number of
engineering personnel conducting in-house activities, (ii) a decrease of $46,747
or 41% in usage of outside contractors to accommodate an increase in product
development activities, and (iii) a decrease of $6,359 or 5.6% in travel
expenses (deferred to May 2000) to customers to provide extra services related
to new design, (iv) an increase of $19,327 or 17% in R & D supplies and computer
supplies due to research and development activities.
Selling and distribution expenses increased by 24.7%, from $133,977 for the
three months ended April 30, 1999, to $167,116 for the three months ended April
30, 2000. This increase was primarily due to (i) the increase of $6,969 in
commission expenses associated with the increase in sales, (ii) an increase of
$7,173 in advertising and promotion expenses, (iii) an increase of $9,949 in
travel expenses, consulting fee related to the Company's marketing efforts and
(iv) an increase of $9,048 resulting from the initial set up of an office in
Tokyo with one full-time Japanese employee to enhance the Company's direct
marketing efforts in Japan.
7
<PAGE>
General and administrative expenses increased by 34.17% from $153,104 for
the three months ended April 30, 1999, to $205,424 for the three months ended
April 30, 2000. This increase is primarily due to an increase in consulting fees
related to public relations.
The provision for profit sharing decreased from $16,542 for the three
months ended April 30, 1999, to $13,760 for the three months ended April 30,
2000, as a result of the decrease in operating profit.
Interest income (net of interest expense) decreased by 82% from $30,926 for
the three months ended April 30, 1999, to $5,540 for the three months ended
April 30, 2000. This was the net result of (i) an increase of $1,632 in interest
expense due to additional leasing of equipment, and (ii) an interest income
decrease of $23,754 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 $93,190 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 March 31, 2000.
Liquidity and Capital Resources
Working capital at April 30, 2000, was $1,975,885 as compared to $1,899,832
at January 31, 2000. The increase reflects the positive results of operations
for the quarter. During the next six months the Company anticipates making
capital expenditures of approximately $500,000. 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.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
----------------------------------------
a) Exhibits: There are no exhibits for the three months ended April 30, 2000.
b) Reports on Form 8-K: There were no reports on Form 8-K filed for the three
months ended April 30, 2000.
8
<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: June 13, 2000
GLAS-AIRE INDUSTRIES GROUP LTD.
/s/ Alex Y.W. Ding
------------------
Alex Y.W. Ding
President and Chief Operating Officer
9
