SUNBASE ASIA INC
10-Q, 1996-05-21
CRUDE PETROLEUM & NATURAL GAS
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<PAGE>
 
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q


[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT of 1934
For the quarterly period ended March 31, 1996.

or

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1974.
For the transition period from                  to 
                               ----------------    ----------------
Commission File No. 0-3132

                              SUNBASE ASIA, INC.
            (Exact name of Registrant as specified in its charter)


          Nevada                                        94-1612110
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)

                        19/F, First Pacific Bank Centre
                             51-57 Gloucester Road
                              Wanchai, Hong Kong
                   (Address of principal executive offices)

Registrant's telephone number, including area code:  (852) 2865-1511


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, and (2) has been subject to such filing requirements
for the past 90 days.

          Yes  X                          No  
              ---                             ---

As of March 31, 1996, the Company had 11,700,063 shares of common stock issued
and outstanding.

                                       1
<PAGE>
 
                      SUNBASE ASIA, INC. AND SUBSIDIARIES
                      -----------------------------------


                                     INDEX
<TABLE> 
<CAPTION> 
                                                                            PAGE
                                                                            ----
<S>                                                                        <C>

          ITEM 1 -- Financial Statements                                    3-11
 
          ITEM 2 -- Management's Discussion and
                    Analysis of Financial Condition
                    and Results of Operations                              12-16
 
PART II:  Other Information
 
ITEM 6 -- Exhibits and Reports on Form 8-K                                    16
</TABLE>

                                       2
<PAGE>
 
PART I.  FINANCIAL INFORMATION
ITEM 1 - Financial Statements

                      SUNBASE ASIA, INC. AND SUBSIDIARIES

                     CONSOLIDATED CONDENSED BALANCE SHEETS
                   AS OF DECEMBER 31, 1995 AND MARCH 31, 1996
                      (Amounts in thousands, except number
                         of shares and per share data)
<TABLE>
<CAPTION>
 
                                                                                     (Unaudited)   (Unaudited)
                                                              12/31/95    12/31/95      3/31/96       3/31/96
                                                     Notes      RMB         US$          RMB           US$
                                                     -----   ---------   ---------   -----------   -----------
<S>                                                  <C>     <C>         <C>         <C>           <C>
ASSETS
Current assets
 Cash and bank balances                                         30,944       3,715       24,144         2,898
 Accounts receivable, net                                      264,186      31,715      397,070        47,667
 Notes receivable                                               25,756       3,092       14,304         1,717
 Inventories, net                                        4     476,997      57,262      460,988        55,341
 Prepaid VAT                                                    40,429       4,853       16,173         1,942
 Other receivables                                              57,209       6,868       71,302         8,560
 Due from related companies                                    137,079      16,456      185,093        22,220
                                                             ---------   ---------   ----------    ----------
Total current assets                                         1,302,600     123,961    1,169,074       140,345
Fixed assets                                                   554,086      66,517      558,791        67,082
Deferred asset                                                  18,134       2,177       17,419         2,091
Long term investments                                            1,438         173        1,012           122
Goodwill                                                        12,144       1,458       11,956         1,435
                                                             ---------   ---------   ----------    ----------
Total assets                                                 1,618,402     194,286    1,758,252       211,075
                                                             =========   =========   ==========    ========== 
 
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
 Short term bank loans                                         276,813      33,231      370,864        44,522
 Accounts payable                                              116,205      13,950      137,602        16,519
 Notes payable                                                  15,627       1,876       14,972         1,797
 Accrued liabilities and other payables                         90,108      10,817       76,247         9,153
 Short term obligations under capital leases                    17,269       2,073       17,637         2,117
 Other loans                                                    33,810       4,059            -             -
 Secured promissory note                                 5      41,600       4,994       41,650         5,000
 Income tax payable                                              5,874         705       14,222         1,707
 Due to related companies                                      111,654      13,404      193,436        23,222
 Due to shareholders                                            17,352       2,083       20,004         2,402
                                                             ---------   ---------   ----------    ----------
Total current liabilities                                      726,312      87,192      886,634       106,439 
Long term bank loans                                           110,670      13,286       60,395         7,250 
Long term obligations under capital leases                     107,713      12,931      103,163        12,385 
Minority interests                                             343,142      41,193      361,430        43,389  
                                                             ---------   ---------   ----------    ---------- 
                                                             1,287,837     154,602    1,411,622       169,463
</TABLE>
                                                                   Continued/...

 The accompanying notes form an integral part of these consolidated financial
                                  statements.

                                       3
<PAGE>
 
                      SUNBASE ASIA, INC. AND SUBSIDIARIES

                     CONSOLIDATED CONDENSED BALANCE SHEETS
             AS OF DECEMBER 31, 1995 AND MARCH 31, 1996 (continued)
                      (Amounts in thousands, except number
                         of shares and per share data)
<TABLE>
<CAPTION>
 
                                                                       (Unaudited)   (Unaudited)
                                                 12/31/95   12/31/95      3/31/96       3/31/96
                                                  RMB         US$          RMB           US$
                                                ---------   --------   -----------   -----------
<S>                                             <C>         <C>          <C>            <C> 
Shareholders' equity:
Common Stock, par value US$0.001 each,
 50,000,000 shares authorized;
 11,700,063 issued, and fully paid up                  99         12           99            12
Preferred Stock, par value US $0.001 each,
 25,000,000 shares authorized;
  Convertible Preferred Stock - Series A;
   36 shares issued and outstanding                44,533      5,346       44,533         5,346
  Convertible Preferred Stock - Series B;
   6,800 shares issued and outstanding             28,288      3,396       28,288         3,396
Contributed surplus                               151,942     18,240      151,942        18,240
Reserves                                           25,266      3,033       25,266         3,033
Retained earnings                                  80,437      9,657       96,502        11,585
                                                ---------    -------    ---------       -------
Total shareholders' equity                        330,565     39,684      346,630        41,612
                                                ---------    -------    ---------       -------
Total liabilities and shareholders' equity      1,618,402    194,286    1,758,252       211,075
                                                =========    =======    =========       =======
</TABLE>

  The accompanying notes form an integral part of these consolidated financial
                                  statements.

                                       4
<PAGE>

                      SUNBASE ASIA, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
            FOR THE PERIODS ENDED MARCH 31, 1995 AND MARCH 31, 1996
       (Amounts in thousands, except number of shares and per share data)
<TABLE>
<CAPTION>
 
 
                                                   Three         Three         Three  
                                                  months        months        months 
                                                   ended         ended         ended 
                                                 3/31/95       3/31/96       3/31/96 
                                     Notes           RMB           RMB           US$
                                     -----    ----------    ----------    ----------  
<S>                                  <C>      <C>            <C>            <C>     
Net sales                                        198,854       216,080        25,940   
                                                                                       
Cost of sales                                   (122,096)     (132,889)      (15,953)  
                                              ----------    ----------    ----------   
                                                                                       
Gross profit                                      76,758        83,191         9,987
 
Selling, general and
 administrative expenses                         (24,419)      (28,223)       (3,388)
 
Interest expense, net                            (16,049)      (13,970)       (1,677)
                                              ----------    ----------    ----------
 
Income before income taxes                        36,290        40,998         4,922
 
Provision for income taxes:
 - Current                                        (5,611)       (6,645)         (798)
 - Deferred                                            -             -             -
                                              ----------    ----------    ----------
 
Income before minority interests                  30,679        34,353         4,124
 
Minority interests                               (15,441)      (18,288)       (2,196)
                                              ----------    ----------    ----------
 
Net income                                        15,238        16,065         1,928
                                              ==========    ==========    ==========
 
Earnings per common share                6          1.00          1.00          0.12
                                              ==========    ==========    ==========
 
Number of shares outstanding             6    15,300,063    15,980,063    15,980,063
                                              ==========    ==========    ==========
</TABLE>

  The accompanying notes form an integral part of these consolidated financial
                                  statements.

                                       5
<PAGE>
 
                      SUNBASE ASIA, INC. AND SUBSIDIARIES

          CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
            FOR THE PERIODS ENDED MARCH 31, 1995 AND MARCH 31, 1996
                             (Amounts in thousands)
<TABLE>
<CAPTION>
 
                                                        Three       Three      Three
                                                       Months      Months     Months
                                                        ended       ended      ended
                                                      3/31/95     3/31/96    3/31/96
                                                          RMB         RMB        US$
                                                     --------    --------    -------
<S>                                                 <C>         <C>         <C> 
Cash flows from operating activities:
Net Income                                            15,238      16,065      1,929
Adjustments to reconcile income to net cash
 provided by (used in) operating activities:
Minority interests                                    15,441      18,288      2,195
Depreciation                                          11,250      15,771      1,893
Loss on disposal of fixed assets                         969           -          -
Exchange difference on secured promissory note             -          50          6
Amortization of goodwill                                   -         188         22
Others                                                  (263)        715         86
 
(Increase) decrease in assets:
Accounts receivable                                 (105,026)   (132,884)   (15,952)
Inventories                                           30,932      16,009      1,922
Notes receivable                                     (23,468)     11,452      1,375
Prepaid VAT                                                -      24,256      2,912
Other receivables                                    (22,679)    (14,093)    (1,692)
Due from related companies                            45,641     (48,014)    (5,764)
 
Increase (decrease) in liabilities:
Accounts payable                                     (15,990)     21,397      2,569
Notes payable                                         18,642        (655)       (79)
Accrued liabilities and other payables                16,245     (13,861)    (1,664)
Income tax payable                                    (2,720)      8,348      1,002
Taxes other than income                                2,441           -          -
Due to related companies                             (16,618)     77,600      9,316
Due to shareholders                                   (4,440)      2,652        318
                                                    --------    --------    -------
Net cash provided by (used in)
 operating activities                                (34,405)      3,284        394
 
Cash flows from investing activities:
Disposal of long term investment                           -         426         51
Proceeds from disposal of fixed assets                   274           -          -
Addition to fixed assets                             (11,349)    (20,476)    (2,458)
                                                    --------    --------    -------
Net cash used in investing activities                (11,075)    (20,050)    (2,407)
                                                    --------    --------    -------
</TABLE>
                                                                   Continued/...

  The accompanying notes form an integral part of these consolidated financial
                                  statements.

                                       6
<PAGE>
 
                      SUNBASE ASIA, INC. AND SUBSIDIARIES

    CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) (continued)
            FOR THE PERIODS ENDED MARCH 31, 1995 AND MARCH 31, 1996
                             (Amounts in thousands)
<TABLE>
<CAPTION>
 
                                                  Three       Three      Three
                                                 Months      Months     Months
                                                  ended       ended      ended
                                                3/31/95     3/31/96    3/31/96
                                                    RMB         RMB        US$
                                               --------    --------    -------
<S>                                            <C>         <C>         <C> 
Cash flows from financing activities:
Proceeds from short term bank loans             105,533     211,255     25,361
Repayment of short term bank loans              (90,444)   (117,204)   (14,070)
Repayment of other loans                              -     (33,810)    (4,059)
Decrease in long term bank loans                   (343)    (50,275)    (6,036)
                                               --------    --------    -------
Net cash provided by financing activities        14,746       9,966      1,196
                                               --------    --------    -------
 
Net decrease in cash and cash equivalents       (30,734)     (6,800)      (817)
Cash and cash equivalents,
 at beginning of period                          65,646      30,944      3,715
                                               --------    --------    -------
Cash and cash equivalents,
 at end of period                                34,912      24,144      2,898
                                               ========    ========    =======
 
Non-cash transaction:
Financing of lease arrangements                   3,844       4,182        502
                                               ========    ========    =======
</TABLE>

  The accompanying notes form an integral part of these consolidated financial
                                  statements.

                                       7
<PAGE>
 
                      SUNBASE ASIA, INC. AND SUBSIDIARIES

                        NOTES TO CONSOLIDATED CONDENSED
                        FINANCIAL STATEMENTS (UNAUDITED)
            FOR THE PERIODS ENDED MARCH 31, 1995 AND MARCH 31, 1996
                 (Amounts in thousands, except number of shares
                              and per share data)

     1. GENERAL

          Sunbase Asia, Inc. ("the Company") acquired 100% of the issued share
capital of China Bearing Holdings Limited ("China Bearing") on December 2, 1994
pursuant to a Share Exchange Agreement with Asean Capital Limited in exchange
for 10,261,000 shares of common stock.  At the date of the exchange, 1,439,063
shares of common stock were outstanding.  Immediately following the exchange,
the total number of shares of common stock outstanding was 11,700,063.  The
exchange has been treated as a recapitalization of China Bearing with China
Bearing as the acquirer (reverse acquisition).  The historical financial
statements prior to December 2, 1994 are those of China Bearing.

          The Company is a Nevada Corporation which owns, through various
subsidiaries and joint venture interests, a 51.4% indirect ownership in Harbin
Bearing Company Limited, a joint stock limited company organized under the law
of the People's Republic of China.

          Harbin Bearing Company Limited develops and manufactures bearings in
China and sells bearings primarily in China as well as western countries,
including the United States.

          On December 29, 1995, the Company entered into a reorganization
agreement with Southwest Products Company ("Southwest") and the shareholders of
Southwest for the acquisition of 100% of the issued common stock of Southwest.

          In connection with the merger, the Company issued an aggregate of
6,800 shares of Series B convertible preferred stock ("Series B stock") to the
then shareholders of Southwest or their designates.  At the option of the Series
B stockholders, the stock may be redeemed at US$500 per Series B share by the
Company from the proceeds of the next permanent equity offering, the net
proceeds of which will be designated for such redemption.  Any shares not so
redeemed will automatically be converted into common stock shares at the rate of
100 common stock shares per Series B stock.  If the aforesaid public offering or
the redemption are not effected within two years from date of issue of the
Series B stock, the stock will automatically be converted into common stock at
the rate of 100 common stock shares per Series B stock.  As preferred shares,
the shares carry 100 votes per share and are entitled to the same dividend as
the common shareholders on the

                                       8
<PAGE>
 
                      SUNBASE ASIA, INC. AND SUBSIDIARIES

                        NOTES TO CONSOLIDATED CONDENSED
                  FINANCIAL STATEMENTS (UNAUDITED)(Continued)
            FOR THE PERIODS ENDED MARCH 31, 1995 AND MARCH 31, 1996
                (Amounts in thousands, except number of shares
                              and per share data)

basis as if the preferred shares had been converted to common stock shares at
the conversion rate as noted above.

          Southwest is a manufacturer of spherical bearings and supplies its
products to the aerospace, commercial aviation and other industries around the
world.  Its major customers are in the United States.  Southwest also has an
interest in a Shanghai Joint Venture.  As a result of a lack of information
available with respect to the financial condition of the Shanghai Joint Venture,
management of the Company was unable to determine the fair value of the 28%
equity interest in the Shanghai Joint Venture owned by Southwest.  Accordingly,
the Company did not allocate any portion of the Southwest purchase consideration
to the investment in the Shanghai Joint Venture at the date of acquisition.  The
Company is attempting to obtain additional information, and to the extent that
such additional information is obtained during 1996, the Company may
subsequently determine to allocate a portion of the purchase consideration to
the investment in the Shanghai Joint Venture, with a commensurate reduction of
goodwill.  Such reallocation, if it occurs, would not have a material effect on
the consolidated results of operations or financial position of the Company.

     2. BASIS OF PRESENTATION

          The accompanying consolidated condensed financial statements are
unaudited but, in the opinion of the management of the Company, contain all
adjustments necessary to present fairly the financial position at March 31,
1996, the results of operations for the three months ended March 31, 1995 and
1996, and the changes in cash flows for the three months ended March 31, 1995
and 1996.  These adjustments are of a normal recurring nature.  The consolidated
balance sheet as of December 31, 1995 is derived from the Company's audited
financial statements.  Certain information and footnote disclosures normally
included in financial statements that have been prepared in accordance with
generally accepted accounting principles have been condensed or omitted pursuant
to the rules and regulations of the Securities and Exchange Commission, although
management of the Company believes that the disclosures contained in these
financial statements are adequate to make the information presented therein not
misleading.  For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1995 as filed with the Securities
and Exchange Commission.

                                       9
<PAGE>
 
                      SUNBASE ASIA, INC. AND SUBSIDIARIES

                        NOTES TO CONSOLIDATED CONDENSED
                  FINANCIAL STATEMENTS (UNAUDITED)(Continued)
            FOR THE PERIODS ENDED MARCH 31, 1995 AND MARCH 31, 1996
                 (Amounts in thousands, except number of shares
                              and per share data)

          As the results of operations of Southwest were not material in
relation to the Company's consolidated results of operations, proforma
information is not presented.

          The results of operations for the three months ended March 31, 1996
are not necessarily indicative of the results of operations to be expected for
the full fiscal year ending December 31, 1996.

     3. FOREIGN CURRENCY EXCHANGE

          The Company's reporting currency is Renminbi.  The financial
statements of Southwest are converted into Renminbi prior to consolidation.  For
financial reporting purposes, transaction of amounts from Renminbi (RMB) into
United States Dollars (US$) for the convenience of the reader has been made at
the exchange rate quoted by the People's Bank of China on March 31, 1996 of
US$1.00 = RMB 8.33.  No representation is made that the RMB amounts would have
been, or would be converted into US$ at the rate on March 31, 1996 or at any
other time.

     4. INVENTORIES
 
Inventories comprise:
<TABLE>
<CAPTION>
                                                      (Unaudited)
                                       December 31,     March 31,
                                               1995          1996
                                                RMB           RMB
<S>                                      <C>             <C> 
Raw materials                               105,132        99,887
Work-in-progress                            104,697        99,430
Finished goods                              271,477       272,751
                                            -------      --------
                                            481,306       472,068
Less:  Allowance for obsolescence            (4,309)      (11,080)
                                            -------      -------- 
Inventories, net                            476,997       460,988
                                            =======      ========
</TABLE>

                                       10
<PAGE>
 
                      SUNBASE ASIA, INC. AND SUBSIDIARIES

                        NOTES TO CONSOLIDATED CONDENSED
                  FINANCIAL STATEMENTS (UNAUDITED)(Continued)
            FOR THE PERIODS ENDED MARCH 31, 1995 AND MARCH 31, 1996
                 (Amounts in thousands, except number of shares
                              and per share data)

     5. SECURED PROMISSORY NOTE

          The promissory note (the "Note") was issued to Asean Capital Limited
in connection with the Share Exchange Agreement and is secured by a continuing
security interest in all of the Company's title and interest in the outstanding
capital stock of its wholly-owned subsidiary China Bearing Holdings Limited
("China Bearing").  The carrying value of the net assets of China Bearing
represents all of the consolidated net assets of the Company before taking into
account the carrying value of the Note, the consolidated net assets of Southwest
of RMB 16,144 and the goodwill arising on the acquisition of Southwest of RMB
12,144.

          The Note is denominated in United States dollars, is repayable in full
in United States dollars on December 31, 1996 and bears interest at 8% per
annum.

     6. EARNINGS PER SHARE/NUMBER OF SHARES OUTSTANDING

          At December 29, 1995, the Company issued new shares in consideration
for the acquisition of its interest in Southwest.  The earnings per common share
for the period ended March 31, 1995 is calculated using the common stock and
common stock equivalents, after assuming that all convertible preferred stock
except those issued in connection with the acquisition of Southwest, have been
converted into common stock, as if these shares had been outstanding throughout
all the periods presented.  The earnings per common share for the period ended
March 31, 1996 have been calculated using the weighted average number of shares
of common stock and common stock equivalents outstanding, after assuming that
all shares of convertible preferred stock have been converted into common stock.

                                       11
<PAGE>
 
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

OVERVIEW

          The Company owns, through various subsidiaries and joint venture
interests, a 51.4% indirect ownership in Harbin Bearing Company Limited, a joint
stock limited company organized under the law of the People's Republic of China
("Harbin Bearing"), which develops and manufactures bearings in China and sells
bearings in China as well as western countries, including the United States.

          The Company produces seven types of bearings:  deep groove ball
bearings, self-aligning bearings, cylindrical roller bearings, angular contact
ball bearings, tapered roller bearings, thrust bearings and linear-motion ball
bearings, with a focus on medium and large sized bearings which have a
relatively higher profit margin.  During the first quarter of 1996, there were
twenty-two bearing products in production which were sold.  Those new bearing
products are mainly small and medium sized deep groove ball bearings and angular
contact ball bearings which are used for electrical appliances and machine-tools
applications, respectively.

          Effective December 29, 1995, the Company acquired Southwest Products
Company ("Southwest") which is a small but strategically-positioned,
engineering-intensive company that produces precision spherical bearings for US,
European and Asian aerospace and high tech commercial applications and the US
military.  Southwest established a joint venture company in Shanghai, China (the
"Shanghai Joint Venture") that is expected to begin production in the second
half of 1996 of a line of precision-grade, high-profit-margin spherical bearings
primarily for distribution to international aircraft original equipment
manufacturers ("OEMs") that have major "offset" commitments to purchase made-in-
China parts.  The acquisition of Southwest has been treated as a business
combination and is accounted for under the purchase method of accounting.
However, since the acquisition was deemed to have been consummated on December
29, 1995, the results of Southwest have been consolidated into the Company's
consolidated results of operations from January 1, 1996.  No proforma results of
Southwest is presented for the period ended March 31, 1995 as the effect on
comparison is not material.

          After acquiring Southwest, management of the Company has developed a
Strategic Plan to foster future growth.  The Strategic Plan has three main
objectives:

          1.   To increase export sales of Harbin Bearing's products in the US
by selling its products through Southwest's distribution network, and by
changing its export product mix to meet the demands of the international
marketplace.

          2.   To transfer US manufacturing and product development expertise
and technology from Southwest to Harbin Bearing Company Limited to increase
production, efficiency and product quality.

                                       12
<PAGE>
 
          3.   To achieve rapid growth of the Shanghai Joint Venture by
targeting customers with "offset" commitments to purchase made-in-China parts.

          Unless specifically stated, all amounts in this Management's
Discussion and Analysis are in thousands (RMB '000).
 
RESULTS OF OPERATION
<TABLE>
<CAPTION>
 
                                           Quarter      Quarter
                                             ended        ended
                                         March 31,    March 31,
                                              1996         1995
                                               RMB          RMB
                                          --------     --------
<S>                                       <C>          <C> 
Sales                                      216,080      198,854
Cost of Sales                             (132,889)    (122,096)
                                          --------     --------
 
Gross Profit                                83,191       76,758
 
Gross Profit percentage                       38.5%        38.6%
 
Selling Expenses                            (6,206)      (5,103)
General and Administrative expenses        (22,017)     (19,316)
Interest Expenses                          (13,970)     (16,049)
                                          --------     --------
 
Income Before Income Taxes                  40,998       36,290
Provision for Income Taxes                  (6,645)      (5,611)
                                          --------     --------
 
Income Before Minority Interests            34,353       30,679
Minority Interests                         (18,288)     (15,441)
                                          --------     --------
 
Net Income                                  16,065       15,238
                                          ========     ========
</TABLE>

Sales
- -----

          Sales (including RMB 8,918 from Southwest) increased by RMB 17,226 or
9% in the quarter ended March 31, 1996 as compared with the quarter ended March
31, 1995.  The slight increase in sales by Harbin Bearing was mainly due to the
increase in demand from industries in China such as electrical appliances and
machine-tools applications.

                                       13
<PAGE>
 
Gross Profit
- ------------

          Cost of sales (including RMB 6,934 from Southwest) increased from RMB
122,096 in the first quarter of 1995 to RMB 132,889 in the first quarter of
1996.  The cost of sales for Harbin Bearing for the quarter ended March 31, 1996
and 1995 was calculated by reference to average gross profit ratios of 39.2% and
38.6% respectively.  The cost of sales for Harbin Bearing for the quarters ended
March 31, 1996 was calculated by reference to average gross profit ratios of
43.3% for 1995 and after adjusting for certain appropriate adjustments.  The
cost of sales for Southwest for the quarter ended March 31, 1996 was calculated
on actual cost basis.

          The net result was that gross profit increased by 8.4% or RMB 6,433 in
the first quarter of 1996 as compared to the first quarter of 1995.  The
increase in gross profit was attributable to increased sales.


Selling Expenses
- ----------------

          Selling expenses (including RMB 1,006 from Southwest) increased by RMB
1,103 or 21.6% in the first quarter of 1996 as compared to the first quarter of
1995.  The increase was in line with the increase in sales this quarter.
Selling expenses as a percentage of revenue increased from 2.6% in the first
quarter of 1995 to 2.9% in the first quarter.


General and Administrative Expenses
- -----------------------------------

          General and Administrative Expenses (including RMB 2,019 from
Southwest) increased by 14% or RMB 2,701 in the first quarter of 1996 as
compared to the first quarter of 1995.  General and Administrative Expenses as a
percentage of revenue increased from 9.7% in 1995 to 10.2% in 1996.  The
increase in General and Administrative Expenses was mainly attributable to:

          a.   Additional general and administrative costs incurred by Southwest
of RMB 2,019.

          b.   An increase in management fee of RMB 908 payable to Harbin
Bearing Holdings Company as a result of a 10% inflation adjustment.

          c.   An increase in depreciation charges and insurance premiums paid,
of RMB 1,753.

          d.   A decrease in compensation expenses of RMB 2,068 related to the
voluntary early retirement program.

                                       14
<PAGE>
 
Interest Expense
- ----------------

          Interest Expense (including RMB 648 from Southwest) decreased by 13%
or RMB 2,079 in the first quarter of 1996 as compared to the first quarter of
1995.  The decrease was attributed to the overaccrual of interest expense of RMB
4,750 during the first quarter of 1995 (which was subsequently reversed during
the second quarter of 1995) but was also offset by an increase in interest on
bank loan due to a 1.3% increase in the interest rate on higher amounts of
short-term bank loans effective July 1, 1995.


LIQUIDITY AND CAPITAL RESOURCES

Operating Activities
- --------------------

          The Company generated cash from operating activities of RMB 3,284 in
the first quarter of 1995 as compared to RMB 34,405 used in operating activities
in the first quarter of 1995.  The increase in cash generated by operations was
mainly due to net improvement in cash settlements from accounts receivable
(including notes receivable) and to a decrease in cash payment to suppliers.
The Company continues to strengthen the enforcement of credit controls and the
acceleration of the cash collection.

          As of March 31, 1996, the Company's working capital was RMB 282,440 as
compared to RMB 306,288 at December 31, 1995 and RMB 276,084 at March 31, 1995.
The Company's current ratio was 1.32:1 as of March 31, 1996 as compared to
1.42:1 at December 31, 1995 and 1.42:1 at March 31, 1995.


Investing Activities
- --------------------

          The Company had outstanding capital expenditure commitments of RMB
46,027 at December 31, 1995.  These capital commitments are expected to be
funded during 1996.

          Total capital expenditure for the three months ended March 31, 1996
amounted to RMB 20,476 and consisted mainly of construction of new plants,
buildings and on renovating of existing facilities and equipment.  These were
financed by funds generated internally and by short- and long-term bank loans
(see below).


Financing Activities
- --------------------

          The Company relies on both long- and short-term bank loans from
Chinese banks to support its operating and capital requirement.  Short-term bank
loans have terms ranging from three months to six months, and are reviewed on a
revolving basis.  During the three months ended March 31, 1996, new short-term
bank loans drawn down (after deducting

                                       15
<PAGE>
 
repayment of previous loans) totalled RMB 94,051 as compared to RMB 15,089 in
1995.  The increase in short-term bank loans was mainly due to increase in
short-term portion of long-term bank loan by RMB 49,447 and repayment of other
loans of RMB 33,810.

          Long-term bank loans are utilized to fund capital expansion projects.
During the first quarter of 1996, long-term bank loans decreased by RMB 50,275
as compared to RMB 343 in the first quarter of 1995.  The decrease in long-term
bank loans was due to the increase in short-term portion of long-term bank loans
as noted above.

          The Company believes that it will be able to continue to maintain and
expand its bank borrowings under existing terms and conditions.  The Company
believes that cash flow from operations, combined with cash, bank balances and
bank borrowings, will provide sufficient cash flow to finance internal growth
and debt service requirements for the foreseeable future.


Effect of Inflation
- -------------------

          In China, the general inflation rate continued to be in excess of 10%
on an annualized basis during the three months ended March 31, 1996 but it is
expected that the Chinese government will make substantial efforts to curb
inflation over the near term.  During the first quarter ended March 31, 1996,
inflation growth rate had slowed down marginally.

          The Company constantly monitors the effects of inflation.  In general,
the Company is able to raise its product price to shift a portion of the
inflated costs to the customers.  The price of the major raw material used by
the Company (bearing steel) remained fairly stable during 1995 and 1996.  The
major impact of inflation on cost was from labor cost due to increases in
employees' wages.  However, improved operational efficiency managed to offset
the effect of inflation.


PART II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

       (a)   Exhibits:  27 Financial Data Schedule

       (b)   Reports on Form 8-K:  None

                                       16
<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.


                                  Sunbase Asia, Inc.
                                  ------------------
                                    (Registrant)


Date:  May 20, 1996               By:/s/ William McKay
                                     ---------------------------------------
                                     William McKay, Chief Executive Officer,
                                     President and duly authorized officer



Date:  May 20, 1996               By:/s/ (Roger) Li Yuen Fai
                                     -----------------------------------------
                                     (Roger) Li Yuen Fai, Vice President and
                                     Chief Financial Officer

                                       17

<TABLE> <S> <C>

<PAGE>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                           2,898
<SECURITIES>                                         0
<RECEIVABLES>                                   47,667
<ALLOWANCES>                                         0
<INVENTORY>                                     55,341
<CURRENT-ASSETS>                               140,345
<PP&E>                                          67,082
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 211,075
<CURRENT-LIABILITIES>                          106,439
<BONDS>                                              0
                                0
                                      8,742
<COMMON>                                            12
<OTHER-SE>                                      41,612
<TOTAL-LIABILITY-AND-EQUITY>                   211,075
<SALES>                                         25,940
<TOTAL-REVENUES>                                25,940
<CGS>                                           15,953
<TOTAL-COSTS>                                    3,388
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               1,677
<INCOME-PRETAX>                                  4,922
<INCOME-TAX>                                       798
<INCOME-CONTINUING>                              4,124
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     1,928
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                      .12
        

</TABLE>


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