UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K/A
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month ofJune, 2004
Commission File No.0-24364
INTERNATIONAL HI-TECH INDUSTRIES INC.
(Translation of registrant's name into English)
1096 West 10th Avenue, Vancouver, British Columbia, V6H 1H8
(Address of principal executive office)
[Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F]
Form 20-F [X] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) [ ]
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is "submitting" the Form 6-K in paper as permitted by Regulation S-T "Rule" 101(b)(7) [ ]
Note:Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [ ] No [X]
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
| British Columbia Securities Commission | | QUARTERLY AND YEAR END REPORT BC FORM 51-901F (previously Form 61) |
| |
INCORPORATED AS PART OF: |
X | Schedule A |
| Schedules B and C |
|
ISSUER DETAILS | | |
NAME OF ISSUER | FOR QUARTER ENDED | DATE OF REPORT YY/MM/DD |
International Hi-Tech Industries Inc. | June 30, 2003 | 2003/09/25 |
ISSUER'S ADDRESS |
1096 West 10th Avenue |
CITY PROVINCE | POSTAL CODE | ISSUER FAX NO. | ISSUER TELEPHONE NO. |
Vancouver BC | V6H 1H8 | (604) 734-8300 | (604) 733-5400 |
CONTACT PERSON | CONTACT'S POSITION | CONTACT TELEPHONE NO. |
Roger Rached | President | (604) 733-5400 |
CONTACT EMAIL ADDRESS | WEB SITE ADDRESS |
info @ ihiintl.com or info @ ihi.ca | www. ihiintl.com or www. ihi.ca |
CERTIFICATE The three schedules required to complete this Report are attached and the disclosure contained therein has been approved by the Board of Directors. A copy of this Report will be provided to any shareholder who requests it. |
DIRECTOR'S SIGNATURE | PRINT FULL NAME | DATE SIGNED YY/MM/DD |
/s/ Owen A. Anderson | Owen A. Anderson | 2003/09/25 |
DIRECTOR'S SIGNATURE | PRINT FULL NAME | DATE SIGNED YY/MM/DD |
/s/ Thomas Po | Thomas Po | 2003/09/25 |
FIN 51-901f Rev. 2000/12/19 | | |
<R> INTERNATIONAL HI-TECH INDUSTRIES INC.
CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
(As Restated - Note 2)
(Unaudited - see Notice to Reader)
MORGAN & COMPANY
Chartered Accountants
NOTICE TO READER
We have compiled the restated consolidated balance sheet of International Hi-Tech Industries Inc. as at June 30, 2003 and the restated consolidated statements of operations and deficit, and cash flows for the three and six month periods then ended from information provided by management. We have not audited, reviewed or otherwise attempted to verify the accuracy or completeness of such information. Readers are cautioned that these statements may not be appropriate for their purposes.
Vancouver, B.C.
September 8, 2003
/s/ Morgan & Company
Chartered Accountants
INTERNATIONAL HI-TECH INDUSTRIES INC.
CONSOLIDATED BALANCE SHEET
(As Restated - Note 2)
(Unaudited - see Notice to Reader)
| JUNE 30 | DECEMBER 31 |
| 2003 | 2002 |
| (Restated) | (Restated) |
ASSETS | | | | |
Current | | | | |
Cash and cash equivalents | | $5,653,773 | | $10,391,716 |
Restricted cash (Note 3) | | 164,768 | | 275,463 |
Accounts receivable | | 113,391 | | 92,691 |
Notes receivable and accrued interest (Note 4) | | 1,641,541 | | 1,874,815 |
Prepaid expense | | 304,298 | | 335,711 |
| | 7,877,771 | | 12,970,396 |
Capital Assets(Note 5) | | 6,545,009 | | 6,825,849 |
Real Estate(Note 6) | | 20,799,952 | | 19,928,903 |
Deferred Project Development Costs | | 4,642,972 | | 4,638,737 |
| | $39,865,704 | | $44,363,885 |
LIABILITIES | | | | |
Current | | | | |
Accounts payable and accrued liabilities | | $502,996 | | $435,750 |
Accrued interest payable | | 259,026 | | 243,341 |
Preferred share dividends payable | | 45,590 | | 68,391 |
Current portion of loans payable (Note 7) | | 444,726 | | 442,461 |
Mortgage payable (Note 8) | | - | | 1,868,000 |
Current portion of long term debt (Note 9) | | 1,294,602 | | 1,281,569 |
| | 2,546,940 | | 4,339,512 |
Deposits Received Related To Joint Venture Option Agreements | | 12,097,082 | | 10,256,168 |
Long Term Debt(Note 9) | | 1,154,224 | | 1,445,660 |
Minority Interest | | - | | - |
| | 15,798,246 | | 16,041,340 |
Contingencies(Note 13) | | | | |
SHAREHOLDERS' EQUITY | | | | |
Share Capital(Note 10) | | 55,586,614 | | 55,586,614 |
Contributed Surplus | | 305,000 | | 305,000 |
Minority Interest Deficit Relating To Dividends(Note 16(d)) | | (1,439,330) | | (21,882) |
Deficit | | (30,384,826) | | (27,547,187) |
| | 24,067,458 | | 28,322,545 |
| | $39,865,704 | | $44,363,885 |
INTERNATIONAL HI-TECH INDUSTRIES INC.
CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT
(As Restated - Note 2)
(Unaudited - see Notice to Reader)
| THREE MONTHS ENDED | SIX MONTHS ENDED |
| JUNE 30 | JUNE 30 |
| | 2003 | | 2002 | | 2003 | | 2002 |
| | (Restated) | | (Restated) | | (Restated) | | (Restated) |
Revenue | | | | | | | | |
Other income | | $73,558 | | $49,785 | | $158,983 | | $84,986 |
Expenses | | | | | | | | |
Audit and accounting | | 16,815 | | 29,591 | | 47,421 | | 69,218 |
Capital taxes | | - | | 44,152 | | - | | 44,152 |
Consulting fees | | 83,026 | | 42,425 | | 153,797 | | 53,038 |
Depreciation and amortization | | 350,409 | | 418,874 | | 697,777 | | 769,849 |
Directors' and officers' fees | | 42,083 | | 46,035 | | 78,083 | | 67,646 |
Finders', loan guarantee and commitment fees | | - | | - | | 156,085 | | 28,439 |
General expense | | 88,214 | | 76,458 | | 152,121 | | 134,039 |
Legal | | 83,875 | | 124,629 | | 117,010 | | 177,571 |
Insurance | | 26,134 | | 8,722 | | 39,971 | | 17,125 |
Interest and foreign exchange | | 376,062 | | 187,989 | | 810,465 | | 446,235 |
Investor relations | | 6,069 | | 4,620 | | 12,902 | | 4,620 |
Product representation costs | | 40,153 | | 42,971 | | 81,926 | | 86,749 |
Telephone, fax and cellular | | 7,401 | | 14,031 | | 12,531 | | 16,577 |
Office rent | | 19,500 | | 21,900 | | 39,000 | | 41,400 |
Promotion and presentation | | 1,328 | | - | | 6,998 | | 1,200 |
Property taxes | | 570 | | 2,426 | | 9,549 | | 4,852 |
Repairs and maintenance | | 14,872 | | 11,701 | | 33,219 | | 20,093 |
Travel and business promotion | | 68,715 | | 40,765 | | 154,489 | | 86,640 |
Transfer agent and filing fees | | 23,136 | | 24,176 | | 28,579 | | 26,845 |
Wages and benefits | | 140,696 | | 81,925 | | 254,534 | | 180,035 |
| | 1,389,058 | | 1,223,390 | | 2,886,457 | | 2,276,323 |
Net Income (Loss) For The Period | | (1,315,500) | | (1,173,605) | | (2,727,474) | | (2,191,337) |
Deficit, Beginning Of Period | | (29,023,736) | | (26,237,143) | | (27,547,187) | | (25,052,077) |
| | (30,339,236) | | (27,410,748) | | (30,274,661) | | (27,243,414) |
Preferred Share Dividends | | (45,590) | | (100,046) | | (110,165) | | (267,380) |
Deficit, End Of Period | | $(30,384,826) | | $(27,510,794) | | $(30,384,826) | | $(27,510,794) |
Net Income (Loss) Per Share | | $(0.01) | | $(0.02) | | $(0.02) | | $(0.03) |
INTERNATIONAL HI-TECH INDUSTRIES INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(As Restated - Note 2)
(Unaudited - see Notice to Reader)
| THREE MONTHS ENDED | SIX MONTHS ENDED |
| JUNE 30 | JUNE 30 |
| | 2003 | | 2002 | | 2003 | | 2002 |
| | (Restated) | | (Restated) | | (Restated) | | (Restated) |
Cash Flows From Operating Activities | | | | | | | | |
Loss for the period | | $(1,315,500) | | $(1,173,605) | | $(2,727,474) | | $(2,191,337) |
Adjustments for: | | | | | | | | |
Depreciation and amortization | | 350,409 | | 418,874 | | 697,777 | | 769,849 |
| | (965,091) | | (754,731) | | (2,029,697) | | (1,421,488) |
Changes in non-cash working capital items: | | | | | | | | |
(Increase) in restricted cash | | - | | - | | - | | 200,000 |
(Increase) Decrease in receivables | | (42,746) | | (21,846) | | (20,700) | | (19,405) |
(Increase) Decrease in notes receivable and accrued interest | | 124,549 | | 71,692 | | 233,274 | | 41,220 |
(Increase) Decrease in prepaids | | (14,017) | | (75,525) | | 31,413 | | (7,889) |
Increase (Decrease) in accounts payable and accrued liabilities | | 80,526 | | 246,211 | | 67,246 | | 366,903 |
Increase (Decrease) in accrued interest payable | | (10,029) | | 62,448 | | 15,685 | | 140,897 |
Increase (Decrease) in preferred share dividend payable | | (18,985) | | (83,439) | | (22,801) | | (87,063) |
| | 119,298 | | 199,541 | | 304,117 | | 634,663 |
Cash Flows From Operating Activities | | (845,793) | | (555,190) | | (1,725,580) | | (786,825) |
Cash Flows From Financing Activities | | | | | | | | |
Dividends paid | | (45,590) | | (100,046) | | (110,165) | | (267,380) |
Dividends paid by subsidiary to minority shareholders in excess of minority interest (Note 16(d)) | | (399,420) | | - | | (1,417,448) | | - |
Increase (Decrease) in share subscriptions | | - | | 2,169,960 | | - | | 2,169,960 |
Increase (Decrease) in loans payable | | 20,000 | | (425,000) | | 2,265 | | 410,953 |
Increase (Decrease) in mortgage payable | | - | | - | | (1,868,000) | | - |
Increase (Decrease) in long term debt | | (128,320) | | (149,841) | | (278,403) | | (335,260) |
Cash deposits received related to joint venture option agreements | | - | | - | | 1,840,914 | | - |
Cash Flows From Financing Activities | | (553,330) | | 1,495,073 | | (1,830,837) | | 1,978,273 |
Cash Flows From Investing Activities | | | | | | | | |
Capital assets | | (214,858) | | (936,049) | | (416,937) | | (1,327,355) |
Real estate | | (509,002) | | (360,767) | | (871,049) | | (640,101) |
Project development costs | | (2,246) | | (5,000) | | (4,235) | | (5,321) |
Cash Flows From Investing Activities | | (726,106) | | (1,301,816) | | (1,292,221) | | (1,972,777) |
Net Increase (Decrease) In Cash And Cash Equivalents | | (2,125,229) | | (361,933) | | (4,848,638) | | (781,329) |
Cash And Cash Equivalents, Beginning Of Period | | 7,943,770 | | 1,857,871 | | 10,667,179 | | 2,277,267 |
Cash And Cash Equivalents, End Of Period | | $5,818,541 | | $1,495,938 | | $5,818,541 | | $1,495,938 |
INTERNATIONAL HI-TECH INDUSTRIES INC.
CONSOLIDATED STATEMENT OF CASH FLOWS (Continued)
(As Restated - Note 2)
(Unaudited - see Notice to Reader)
| THREE MONTHS ENDED | SIX MONTHS ENDED |
| JUNE 30 | JUNE 30 |
| | 2003 | | 2002 | | 2003 | | 2002 |
| | (Restated) | | (Restated) | | (Restated) | | (Restated) |
Cash And Cash Equivalents Are Comprised Of: | | | | | | | | |
Cash on hand and balances with banks | | $2,243,667 | | $1,125,782 | | $2,243,667 | | $1,125,782 |
Restricted cash | | 164,768 | | 136,782 | | 164,768 | | 136,782 |
Short term investments | | 3,410,106 | | 233,374 | | 3,410,106 | | 233,374 |
| | $5,818,541 | | $1,495,938 | | $5,818,541 | | $1,495,938 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES:
During the period ended June 30, 2002, the Company issued 1,751,750 common shares on the conversion of 2,275,000 Series 2 Class A preferred shares.
During the period ended June 30, 2003, the Company issued 237,160 common shares on the conversion of 308,000 Series 3 Class B preferred shares.
During the period ended June 30, 2003, the Company issued 1,002,628 common shares on the conversion of 1,302,114 Series 3 Class B preferred shares.
INTERNATIONAL HI-TECH INDUSTRIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
(Unaudited - see Notice to Reader)
1. BASIS OF PRESENTATION
The interim financial statements of International Hi-Tech Industries Inc. (the "Company") have been prepared by management in accordance with accounting principles generally accepted in Canada. The interim financial statements have been prepared following the same accounting policies and methods of computation as the financial statements for the fiscal year ended December 31, 2002, except as described below. The disclosures included below are incremental to those included with the annual financial statements. The interim financial statements should be read in conjunction with the financial statements and the notes thereto in the Company's annual report for the year ended December 31, 2002.
2. SIGNIFICANT ACCOUNTING POLICIES
a) Restatement of Consolidated Financial Statements
The Company's consolidated financial statements for the year ended December 31, 2002, and for the three and six month periods ended June 30, 2003 and 2002, have been restated from the amounts previously reported to give effect to the adjustments described in Note 16.
b) Consolidation
These financial statements include the accounts of the Company and its subsidiaries - Canadian Hi-Tech Manufacturing Ltd. (65% owned), IHI International Holdings Ltd. (50.7% owned) and IHI Construction Ltd. (100% owned).
c) Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses for the periods reported. Actual results could differ from these estimates.
d) Cash Equivalents
The Company considers all highly liquid financial instruments purchased with an original maturity of three months or less to be cash equivalents.
INTERNATIONAL HI-TECH INDUSTRIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
(Unaudited - see Notice to Reader)
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
e) Project Development Costs
The Company is deferring all architectural, design consulting and other costs directly related to the ongoing development and commercialization of its pre-fabrication building product and flexible design program to be amortized against related revenues when production commences.
f) Depreciation and Amortization of Capital Assets
Automotive | 30% declining balance method |
Office furniture and equipment | 20% declining balance method |
Computer equipment | 30% declining balance method |
Other machinery and equipment | 20% declining balance method |
Patent application costs | on a straight line basis over ten years once a patent is secured |
License rights | on a straight line basis over ten years |
Paving | 8% declining balance method |
g) Non-Monetary Transactions
Shares of common stock of the Company issued for non-monetary consideration are valued at the quoted market price per share at the close of trading on the day of completion of the transaction except for those circumstances where, in the opinion of the Company and due to the nature of the transaction, the trading price does not fairly represent the value of the transaction. In such circumstances, the value of the shares is determined based on the estimated fair value of the consideration received.
h) Stock Based Compensation
Employee and director stock options granted by the Company (as described in Note 9(d)) are not recognized in the accounts until exercised, and then are recorded only as a credit to share capital to the extent of the exercise price. No remuneration expense is recorded by the Company on the excess, if any, of the trading price of the stock over its exercise price.
INTERNATIONAL HI-TECH INDUSTRIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
(Unaudited - see Notice to Reader)
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
i) Income Taxes
The Company uses the liability method of accounting for income taxes. Under this method, current income taxes are recognized for the estimated income taxes payable for the current year. Future income tax assets and liabilities are recognized for temporary differences between the tax and accounting bases of assets and liabilities, as well as for the benefit of losses available to be carried forward to future years for tax purposes. Future income tax assets are evaluated and if realization is not considered more likely than not, a valuation allowance is provided.
j) Interest in Joint Ventures
At the present time, the Company does not have any joint venture interests, however, on commencement of its joint venture activities, the Company intends to account for its interest in joint ventures using the proportionate consolidation method whereby the Company includes its pro-rata share of each of the assets, liabilities, revenues and expenses that are subject to joint control with similar items in the Company's financial statements.
k) Revenue Recognition
Deposits relating to memorandums of understanding which have been cancelled by the Company, in accordance with the terms of the memorandums of understanding, are recorded as revenue in the period that the notice of cancellation is issued.
l) Foreign Currency Translation
Effective January 1, 2001, the Company adopted amended CICA Handbook Section 1650, which eliminates the deferral and amortization of foreign currency translation gains and losses on long term monetary items with a fixed or ascertainable life. All exchange gains and losses on long term monetary items are now included in income. There were no unamortized foreign exchange losses on long term debt as at December 31, 2000 and, consequently, no adjustment to opening deficit was necessary.
INTERNATIONAL HI-TECH INDUSTRIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
(Unaudited - see Notice to Reader)
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
l) Foreign Currency Translation (Continued)
Transactions recorded in foreign currencies have been translated into Canadian dollars as follows:
i) monetary items at the rate prevailing at the balance sheet date;
ii) non-monetary items at the historical exchange rate;
iii) revenue and expense at the average rate in effect during the applicable accounting period.
Gains or losses arising on translation are included in the results of operations.
m) Loss Per Share
Loss per common share is calculated based on the weighted average number of common shares outstanding during the year. The exercise of outstanding stock options and warrants would be anti-dilutive.
Effective January 1, 2002, the Company adopted the new accounting standard for the calculation of earnings per share which follows the "treasury stock method" in the calculation of diluted earnings per share. This has not impacted the financial statements.
n) Basis of Presentation
These financial statements are prepared in accordance with accounting principles generally accepted in Canada. Had they been prepared in accordance with accounting principles generally accepted in the United States, the following differences in the measurement of income, results of operations and shareholders' equity would have resulted:
A) Technology development costs would have been charged to expense as incurred, not capitalized on the balance sheet.
B) The 18,432,214 escrowed shares would not be included in the calculation of loss per share.
INTERNATIONAL HI-TECH INDUSTRIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
(Unaudited - see Notice to Reader)
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
n) Basis of Presentation (Continued)
C) The Company accounts for options granted according to requirements of Canadian GAAP, and those requirements are similar to the accounting prescribed in Accounting Principles Board Opinion No., "Accounting for Stock Issued to Employees" (APB 25). Under APB 25, because the exercise price of the Company's employee stock options equals the market price of the underlying stock on the date of grant, no compensation expense is recognized. An alternative method under United States GAAP is the fair value accounting provided for under SFAS Statement No. 123, "Accounting for Stock-Based Compensation" (Statement 123), which requires the use of option valuation models. Pro forma information regarding net income and earnings per share is required by Statement 123, and has been determined as if the Company had accounted for its employee stock options under the fair value method of that Statement. The fair value for these options was estimated at the date of grant using a Black-Scholes option pr icing model with the following weighted-average assumptions :
| JUNE 30 | JUNE 30 |
| 2003 | 2002 |
Risk-free interest rate | Not applicable | Not applicable |
Dividends for the year | None | None |
Volatility factor of the expected life of the Company's common stock | Not applicable | Not applicable |
Weighted average expected life of the option | 0.27 years | 1.11 years |
INTERNATIONAL HI-TECH INDUSTRIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
(Unaudited - see Notice to Reader)
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
n) Basis of Presentation (Continued)
As such, these financial statements would be changed as follows:
Consolidated Statement of Operations and Deficit:
| JUNE 30 | JUNE 30 |
| 2003 | 2002 |
| (Restated) | (Restated) |
Loss for the period as shown on the financial statements | | $(2,727,474) | | $(2,191,337) |
Increase in loss resulting from charging technology development costs to expense | | (4,235) | | (5,321) |
Loss according to generally accepted accounting principles in the U.S. | | (2,731,709) | | (2,196,658) |
Accumulated deficit, beginning of period, according to generally accepted accounting principles in the U.S. | | (32,185,924) | | (29,656,404) |
| | (34,917,633) | | (31,853,062) |
Preferred share dividends | | (110,165) | | (267,380) |
Accumulated deficit, end of period, according to generally accepted accounting principles in the U.S. | | $(35,027,798) | | $(32,120,442) |
Loss per share - U.S. GAAP | | $(0.03) | | $(0.04) |
Weighted average number of shares outstanding - U.S. GAAP | | 83,635,968 | | 49,599,157 |
INTERNATIONAL HI-TECH INDUSTRIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
(Unaudited - see Notice to Reader)
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
n) Basis of Presentation (Continued)
Consolidated Balance Sheet:
| JUNE 30 | DECEMBER 31 |
| 2003 | 2002 |
| (Restated) | (Restated) |
Technology development costs as shown on the balance sheet | | $4,642,972 | | $4,638,737 |
Change as a result of (A) above Reverse capitalization of technology development costs | | (4,642,972) | | (4,638,737) |
Technology development costs according to generally accepted accounting principles in the U.S. | | $- | | $- |
Accumulated deficit as shown on the balance sheet | | $(30,384,826) | | $(27,547,187) |
Change as a result of (A) above | | | | |
Charge technology development costs of expense | | (4,642,972) | | (4,638,737) |
Accumulated deficit according to generally accepted accounting principles in the U.S. | | $(35,027,798) | | $(32,185,924) |
Consolidated Statement of Stockholders' Equity:
| Total |
| (Restated) |
Balance, June 30, 2003, as shown on the consolidated financial statements | | |
Common share capital | | $54,998,214 |
Preferred share capital | | 588,400 |
Contributed surplus | | 305,000 |
Minority interest deficit relating to dividends (Note 16(d)) | | (1,439,330) |
Accumulated deficit | | (30,384,826) |
| | 24,067,458 |
Increase in accumulated deficit due to charging technology development costs to expense | | (4,642,972) |
Balance, June 30, 2003, according to generally accepted accounting principles in the U.S. | | $19,424,486 |
INTERNATIONAL HI-TECH INDUSTRIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
(Unaudited - see Notice to Reader)
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
n) Basis of Presentation (Continued)
The Company's pro forma information pursuant to SFAS 123 is as follows:
Description of Stock Option Plan
In accordance with the policies of the TSX Venture Exchange the Company may grant stock options to directors, senior officers, employees or contractors in consideration of their providing their services to the Company. The exercise price of the stock options must be at least equal to the fair market value on the date of the grant and the optionee's rights under the plan vest immediately. Stock options are granted for a maximum term of five years and the number of shares under option cannot exceed 10% of the Company's total issued and outstanding shares.
| JUNE 30 | JUNE 30 |
| 2003 | 2002 |
| (Restated) | (Restated) |
Pro-forma net loss - Canadian GAAP | | $(2,727,474) | | $(2,191,337) |
Pro-forma net loss per common share - Canadian GAAP | | $(0.02) | | $(0.03) |
Pro-forma net loss - US GAAP | | $(2,731,709) | | $(2,196,658) |
Pro-forma net loss per common share - US GAAP | | $(0.03) | | $(0.04) |
3. RESTRICTED CASH
As a condition of the Series 3 Preferred Share Offering, the Company agreed to deposit with its trust company sufficient funds from the subscription proceeds to fund the dividends payable for a two year period.
4. NOTES RECEIVABLE
The notes receivable are repayable on demand with interest at 6.5% per annum, and the notes and related accrued interest are secured by issuer's license rights to the Company's building technology.
INTERNATIONAL HI-TECH INDUSTRIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
(Unaudited - see Notice to Reader)
5. CAPITAL ASSETS
| JUNE 30 | DECEMBER 31 |
| 2003 | 2002 |
Automotive | | $148,226 | | $143,226 |
Office furniture and equipment | | 314,188 | | 296,056 |
Computer equipment | | 165,953 | | 149,181 |
Other machinery and equipment | | 7,846,457 | | 7,584,265 |
Patent application costs | | 2,533,656 | | 2,432,430 |
License rights | | 200,000 | | 200,000 |
Paving | | 47,123 | | 33,508 |
| | 11,255,603 | | 10,838,666 |
Accumulated depreciation and amortization | | 4,710,594 | | 4,012,817 |
| | $6,545,009 | | $6,825,849 |
Capital assets include other machinery and equipment acquired under capital lease with an original cost of $2,667,416 (December 31, 2002 - $2,667,416). Accumulated amortization provided on this other machinery and equipment totalled $1,383,069 (December 31, 2002 - $1,156,419).
6. REAL ESTATE
| JUNE 30 | DECEMBER 31 |
| 2003 | 2002 |
Speen Road properties, Surrey | | | | |
Land and building | | $836,980 | | $836,980 |
Hopcott Road property, Delta | | | | |
Land | | 1,356,527 | | 1,356,527 |
Site preparation and excavation | | 1,615,149 | | 1,615,149 |
Construction and design costs | | 14,668,107 | | 14,438,891 |
Construction financing | | 857,206 | | 857,206 |
Construction permits | | 272,579 | | 272,579 |
Other properties | | | | |
Land | | 1,193,404 | | 551,571 |
| | $20,799,952 | | $19,928,903 |
INTERNATIONAL HI-TECH INDUSTRIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
(Unaudited - see Notice to Reader)
7. LOANS PAYABLE
| JUNE 30 | DECEMBER 31 |
| 2003 | 2002 |
Repayable on January 2, 2003 with interest at 20% per annum | | $361,226 | | $354,961 |
Repayable on demand at various interest rates | | 83,500 | | 87,500 |
| | 444,726 | | 442,461 |
Less: Current portion | | 444,726 | | 442,461 |
| | $- | | $- |
The $424,726 loan payable represents the amount advanced to date on a $2,000,000 credit facility. The loan is secured by a general security agreement.
8. MORTGAGE PAYABLE
| JUNE 30 | DECEMBER 31 |
| 2003 | 2002 |
The Company has arranged a conventional first mortgage financing secured by the land and improvements located at Hopcott Road in Delta, British Columbia. Advances under the mortgage bear interest at the rate of prime plus 5%, which is payable monthly. The mortgage is due on March 1, 2003. | | $- | | $1,868,000 |
9. LONG TERM DEBT
Obligations Under Capital Lease
| JUNE 30 | DECEMBER 31 |
| 2003 | 2002 |
MTC Leasing Inc. | | | | |
Repayable $4,399 per month including interest at 19.886%, due October 1, 2004 | | $55,285 | | $73,352 |
MTC Leasing Inc. | | | | |
Repayable $1,102 per month including interest at 9.533%, due February 1, 2005 | | 18,977 | | 24,109 |
WS Leasing Ltd. | | | | |
Repayable $1,790 per month including interest at 18.470%, due October 1, 2005 | | 39,945 | | 45,383 |
INTERNATIONAL HI-TECH INDUSTRIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
(Unaudited - see Notice to Reader)
9. LONG TERM DEBT (Continued)
| JUNE 30 | DECEMBER 31 |
| 2003 | 2002 |
Other | | | | |
Various smaller lease obligations with a total monthly obligation, including interest, of $5,794 (2002 - $5,658) | | $69,205 | | $92,844 |
| | 183,412 | | 235,688 |
Other Long Term Obligations
CIBC Mortgage Corporation | | | | |
Repayable $1,815 per month including interest at 7.6% per annum, due February 1, 2003, secured by Speen Road real estate | | 193,613 | | 197,158 |
CIBC Mortgages Inc. | | | | |
Advances under this mortgage bear interest at the rate of prime minus 0.5% per annum, payable monthly. The balance is due on July 1, 2005 | | 563,370 | | 575,969 |
Cove Mortgage Corporation | | | | |
Interest only at a rate of 14.0% per annum, due February 1, 2004, secured by Speen Road real estate | | 300,000 | | 300,000 |
CIBC Equipment Finance Limited | | | | |
Repayable $9,950 per month including interest, due July 1, 2004 | | 128,266 | | 187,309 |
GE Capital Canada Inc. | | | | |
Repayable $47,968 per month including interest at 12% per annum, due December 15, 2003 | | 796,978 | | 751,158 |
T&H Lemont | | | | |
Repayable US$10,006 per month plus interest at prime plus 2%, due January 15, 2003 | | - | | 15,786 |
T&H Lemont | | | | |
Repayable US$14,010 per month plus interest at prime plus 2%, due September 1, 2004 | | 283,187 | | 464,161 |
| | 2,265,414 | | 2,491,541 |
| | 2,448,826 | | 2,727,229 |
Less: Current portion | | 1,294,602 | | 1,281,569 |
| | $1,154,224 | | $1,445,660 |
INTERNATIONAL HI-TECH INDUSTRIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
(Unaudited - see Notice to Reader)
9. LONG TERM DEBT (Continued)
The repayment requirements on the long term debt are as follows:
| CAPITAL LEASES | OTHER LONG TERM DEBT |
2003 | | $913,523 | | $381,079 |
2004 | | $54,423 | | $104,675 |
2005 | | $12,445 | | $41,258 |
2006 | | $- | | $44,294 |
2007 | | $- | | $47,552 |
10. SHARE CAPITAL
a) Authorized
An unlimited number of common shares without par value
An unlimited number of Class A preferred shares without par value, of which 50,000,000 have been designated Series 1, 5,000,000 have been designated Series 2, and 5,000,000 have been designated Series 3.
b) Issued and Outstanding
| NUMBER OF SHARES | CONSIDERATION |
Common Shares | | | |
Balance, December 31, 2001 | 65,009,121 | | $36,328,211 |
Issue of common shares | 34,500,000 | | 13,726,700 |
Issue of common shares on conversion of Series 2 preferred shares | 3,022,250 | | 3,491,700 |
Balance, December 31, 2002 | 102,531,371 | | 53,546,611 |
Issue of common shares on conversion of Series 3 preferred shares | 1,239,788 | | 1,451,603 |
Balance, June 30, 2003 | 103,771,159 | | $54,998,214 |
INTERNATIONAL HI-TECH INDUSTRIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
(Unaudited - see Notice to Reader)
10. SHARE CAPITAL (Continued)
b) Issued and Outstanding (Continued)
| NUMBER OF SHARES | CONSIDERATION |
Preferred Shares - Series 2 | | | |
Balance, December 31, 2001 | 3,925,000 | | $3,491,700 |
Converted to common shares | (3,925,000) | | (3,491,700) |
Balance, December 31, 2002 | - | | $- |
Preferred Shares - Series 3 | | | |
Balance, December 31, 2002 and 2001 | 2,261,114 | | $2,040,003 |
Converted to common shares | (1,610,114) | | (1,451,603) |
Balance, June 30, 2003 | 651,000 | | $588,400 |
Total Share Capital | | | $55,586,614 |
The Series 3 Preferred Shares are convertible at the rate of 0.77 of a common share for each Preferred Share. The preferred shares are convertible for a period of two years at the option of the holder. The preferred shares are also convertible at the option of the Company if the closing price of the common shares on the TSX Venture Exchange averages at least $2.50 per Preferred Share. On the second anniversary date of the issuance of the Preferred Shares, the Preferred Shares will be automatically converted into common shares.
Dividends on Series 3 Preferred Shares are cumulative and will accrue at an annual rate equal to 12%. Dividends will be payable in quarterly instalments on each dividend date, subject to legal limits under Canadian law.
c) Escrow Shares
Of the Company's issued and outstanding shares, 18,432,214 are held in escrow to be released on the basis of 1,084,248 shares every six months commencing August 21, 2002, increasing to 2,168,496 every six months commencing February 21, 2004.
INTERNATIONAL HI-TECH INDUSTRIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
(Unaudited - see Notice to Reader)
10. SHARE CAPITAL (Continued)
d) As at June 30, 2003, the Company had the following outstanding directors' and employees' stock options:
NUMBER OF SHARES | EXERCISE PRICE | EXPIRY DATE |
2,600,000 | $0.88 | October 6, 2003 |
e) As at June 30, 2003, the Company had outstanding non-transferable share purchase warrants for the purchase of additional shares as follows:
NUMBER | EXERCISE PRICE | EXPIRY DATE |
OF SHARES | YEAR 1 | YEAR 2 | YEAR 1 | YEAR 2 |
1,000,000 | | | | $0.89 | | August 17, 2003 |
1,550,000 | | | | $1.30 | | August 17, 2003 |
325,500 | | | | $1.30 | | September 8, 2003 |
6,000,000 | | $0.28 | | $0.28 | August 16, 2003 | August 16, 2004 |
5,000,000 | | $0.40 | | $0.40 | August 12, 2003 | August 12, 2004 |
10,000,000 | | $0.68 | | $0.68 | October 21, 2003 | October 21, 2004 |
2,000,000 | | $0.50 | | $0.50 | October 21, 2003 | October 21, 2004 |
5,000,000 | | $0.50 | | $0.50 | October 21, 2003 | October 21, 2004 |
1,500,000 | | $0.38 | | $0.38 | October 21, 2003 | October 21, 2004 |
5,000,000 | | $0.38 | | $0.38 | October 21, 2004 | October 21, 2004 |
f) As at June 30, 2003, the Company's 65% owned subsidiary, Canadian Hi-Tech Manufacturing Ltd. (Canadian Hi-Tech), has 11,000 Class B preferred shares outstanding, which are redeemable at $100 per share at the option of Canadian Hi-Tech, or after March 1, 1996 at the option of the preferred shareholder who has agreed not to request Canadian Hi-Tech to redeem its shares until all of the performance and escrow shares, referred to in Note 10(c), have been earned out of escrow.
INTERNATIONAL HI-TECH INDUSTRIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
(Unaudited - see Notice to Reader)
11. INCOME TAXES
The Company has non-capital losses for income tax purposes of $15,851,136 which may be available to reduce taxable income in future years. The potential benefit of these losses has not been recognized as a future income tax benefit, as currently these amounts are less than likely to be realized. These losses expire as follows:
2003 | | $1,829,520 |
2004 | | 2,586,675 |
2005 | | 2,079,518 |
2006 | | 2,361,252 |
2007 | | 3,105,450 |
2008 | | 1,573,186 |
2009 | | 2,315,535 |
| | $15,851,136 |
12. RELATED PARTY TRANSACTIONS
a) During the period, a company controlled by an officer was paid management fees of $36,000 (2002 - $36,000). In addition, a company controlled by a member of the family of the same director was paid rent of $39,000 (2002 - $39,000).
b) During the period, the Company paid directors' and officers' fees of $42,083 (2002 - $31,645).
c) Loan payable of $361,226 described in Note 7 is owing to a company controlled by a relative of a director.
d) The Company is party to a consulting fee agreement under which a company controlled by a director, and a second company controlled by this same director's family, will provide all building engineering designs for the Company's projects for an initial fee of 4% of the factory cost of the initial design, and 1% of the factory cost for subsequent use of the same design. During the period ended June 30, 2003, $40,268 (2002 - $Nil) was paid pursuant to the terms of the agreement.
e) IHI International Holdings Ltd. ("IHI-International"), a Bermuda company and a 51% owned subsidiary of the Company, holds the right to use the building technology in all countries in the world other than Canada. The Company has agreed to use its best efforts to offer, to its shareholders, shares of IHI-International. As a result, shareholders of the Company will have an opportunity to acquire a direct interest in IHI-International which will hold the right to use the technology in all parts of the world other than Canada.
INTERNATIONAL HI-TECH INDUSTRIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
(Unaudited - see Notice to Reader)
12. RELATED PARTY TRANSACTIONS
f) During the period, the Company received deposits related to joint venture option agreements totalling US$200,000 (2001 - US$0) from a company controlled by a relative of a director.
13. CONTINGENCIES
a) Interim agreements entered into by the Company and, for which the Company has received payments totalling US$1,900,000, provide that there must not be any change in the Company's senior management. The interim agreements further provide that if there is such a change in management, the Company's joint venture partner has the right to cancel the interim agreement and the Company will have to repay the license fee plus an amount equal to 20% of the license fee payment compounded annually calculated from the date of such payment. The Company has delivered a general security agreement to their joint venture partner to secure the Company's obligations.
b) A demand has been made by General Electric Capital Canada Inc. for payment by the Company of $1,139,668 in relation to the Company's purchase of a Flexible Panel Welding System. Following the demand, $400,000 was released to General Electric Capital Canada Inc. from the letter of credit originally provided by the Company. The Company disputes that its lease contract with General Electric Capital Canada Inc. is in default, and has commenced an action against Fanuc Robotics Canada Ltd., General Electric Capital Canada Inc., Fanuc Robotics North American Inc. and Merrill Lynch in the Supreme Court of British Columbia. The action is for damages arising from the claimed fundamental failure to deliver and implement a "Flexible Panel Welding System" in accordance with agreed specifications as sold to the Company. Without limitation, the action is also for injunctive relief enjoining Merrill Lynch from paying funds pursuant to a letter of credit relating to the sale of said system.
An amount of $87,644 has been recorded in accounts payable as a reasonable estimate of the amount due to Fanuc Robotics Canada Ltd. An amount of $751,158, payable to General Electric Capital Canada Inc., is recorded in long term debt. There is a reasonable possibility that the potential maximum amount payable will be approximately $781,000, which includes the $751,158 presently recorded in long term debt.
INTERNATIONAL HI-TECH INDUSTRIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
(Unaudited - see Notice to Reader)
14. FINANCIAL INSTRUMENTS
a) Fair Value Disclosure
The carrying amounts of certain of the Company's financial instruments, including cash and short term deposits, notes receivable and accrued interest, prepaid expenses, accounts payable and accrued liabilities, and other amounts payable, approximate their fair value due to their short maturities.
The carrying value of long term debt approximates its carrying value since the amounts bear interest at floating market interest rates.
b) Foreign Currency Risk
The Company operates internationally which gives rise to the risk that cash flows may be adversely impacted by exchange rate fluctuations. The Company manages this risk by monitoring these international cash flows.
15. ECONOMIC DEPENDENCE
Approximately 8% (2002 - 0%) of the non-refundable fees and deposits for license rights added to deferred revenue during the period were received from one potential joint venture partner.
INTERNATIONAL HI-TECH INDUSTRIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
(Unaudited - see Notice to Reader)
16. RESTATEMENT OF PRIOR PERIOD FINANCIAL STATEMENTS
The following summarize adjustments made to previously reported amounts:
| 2003 | 2002 |
Deficit, Beginning of period, as originally reported | | $(21,039,265) | | $(18,527,503) |
Restatements in financial statements filed September 3, 2003 | | | | |
Reversal of revenue from license rights (a) | | (9,830,168) | | (9,741,561) |
Minority interest in (income) loss of subsidiary (c) | | 2,702,535 | | 2,782,119 |
| | (28,166,898) | | (25,486,945) |
Further restatements | | | | |
Reversal of revenue from license rights (a) | | (3,933,141) | | (213,302) |
Increase in gain on cancellation of license rights (a) | | 3,507,141 | | 213,302 |
Gain (Loss) on issue of shares by subsidiary company (b) | | 1,158,798 | | 1,158,798 |
Minority interest in (income) loss of subsidiary (c) | | (113,087) | | (723,930) |
Deficit, Beginning of period, as restated | | $(27,547,187) | | $(25,052,077) |
The restatement had the following effects on assets and liabilities as previously reported as at June 30, 2003 and December 31, 2002:
| JUNE 30 | | DECEMBER 31 |
| 2003 | | 2002 |
| Cash Deposits Received Related To Joint Venture Option Agreements | Minority Interest | | Cash Deposits Received Related To Joint Venture Option Agreements | Minority Interest |
Balance as previously reported | | $12,097,082 | | $- | | | $- | | $3,726,364 |
Increase in cash deposits received related to joint venture option agreements (a) | | - | | - | | | 10,256,168 | | - |
Decrease in minority interest (b), (c) and (d) | | - | | - | | | - | | 3,726,364 |
Balance, as restated | | $12,097,082 | | $- | | | $10,256,168 | | $- |
INTERNATIONAL HI-TECH INDUSTRIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
(Unaudited - see Notice to Reader)
16. RESTATEMENT OF PRIOR PERIOD FINANCIAL STATEMENTS (Continued)
The restatement had the following effects on loss and loss per share, as previously reported for the six months ended June 30, 2003 and 2002:
| 2003 | 2002 |
Loss, as previously reported | | $(3,121,093) | | $(2,068,338) |
Further restatements | | | | |
Minority interest in (income) loss of subsidiary (c) | | 393,619 | | (122,999) |
Loss, as restated | | $(2,727,474) | | $(2,191,337) |
There was no change in the reported loss per share for either period.
The Company's consolidated financial statements have been restated as summarized below:
a) Non-Refundable Fees and Deposits from License Rights
The Company had previously reported revenue from non-refundable fees and deposits for license rights received as a result of entering into memorandums of understanding with potential joint venture partners at the time these payments were received. Management has now determined that these payments should have been recorded in the accounts as cash deposits received related to joint venture option agreements, and recorded as revenue upon the transfer of the significant risks and rewards of ownership of the license rights which the Company has determined to occur upon the formation of a joint venture, and the Company's ability to deliver the technology to exploit the license. The non-refundable fees and deposits relating to memorandums of understanding which have been cancelled by the Company should have been recorded as a gain on cancellation of license rights in the period that the notice of cancellation was issued. Accordingly, revenue from license rights has been reduced by $Nil and $Ni l for the periods ended June 30, 2003 and 2002 respectively, and decreased by $9,954,863 for the fiscal years 2001 and prior through adjustment of the opening deficit at January 1, 2002. Gain on cancellation of license rights has been increased by $Nil and $Nil for the periods ended June 30, 2003 and 2002 respectively.
INTERNATIONAL HI-TECH INDUSTRIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
(Unaudited - see Notice to Reader)
16. RESTATEMENT OF PRIOR PERIOD FINANCIAL STATEMENTS (Continued)
b) Gain (Loss) on Issue of Treasury Shares by Subsidiary Company
As a result of the restatement as cash deposits received related to joint venture option agreements of revenue from license rights previously recorded by the Company's subsidiary, IHI International Holdings Ltd., and the resulting decrease in the net asset value of the subsidiary, the previously reported loss of $37,368 on the sale of treasury shares by the subsidiary for the year ended December 31, 2001 has been corrected to a gain of $825,717 (a resulting difference of $863,085). In addition, the previously reported gain on sale of treasury shares of subsidiary for the year ended December 31, 1997 has increased by $295,713 to $390,863.
c) Minority Interest in (Income) Loss of Subsidiary
As a result of the restatement as cash deposits received related to joint venture option agreements of revenue previously from license rights recorded by the Company's subsidiary, IHI International Holdings Ltd., the previously reported minority interest in (income) loss of subsidiary has been reduced by $393,619 and ($122,999) for the periods ended June 30, 2003 and 2002, respectively.
d) Minority Interest Deficit Relating to Dividends
As a result of the adjustments described in (a), (b) and (c) above, dividends paid to the minority shareholders of the Company's subsidiary, IHI International Holdings Ltd., have exceeded the amount of the net equity of the Company's subsidiary attributable to minority shareholders by $1,439,330 at June 30, 2003, and $21,882 at December 31, 2002. This amount is recorded as a reduction to shareholders' equity as the Company anticipates its recovery from the minority shareholders' share of future net income generated by the subsidiary.
17. SUBSEQUENT EVENT
Subsequent to June 30, 2003, the loan payable, in the amount of $361,226, described in Note 7 was repaid in full. </R>
| British Columbia Securities Commission | | QUARTERLY AND YEAR END REPORT BC FORM 51-901F (previously Form 61) |
| |
INCORPORATED AS PART OF: |
| Schedule A |
X | Schedules B and C |
|
ISSUER DETAILS | | |
NAME OF ISSUER | FOR QUARTER ENDED | DATE OF REPORT YY/MM/DD |
International Hi-Tech Industries Inc. | June 30, 2003 | 2003/09/25 |
ISSUER'S ADDRESS |
1096 West 10th Avenue |
CITY PROVINCE | POSTAL CODE | ISSUER FAX NO. | ISSUER TELEPHONE NO. |
Vancouver BC | V6H 1H8 | (604) 734-8300 | (604) 733-5400 |
CONTACT PERSON | CONTACT'S POSITION | CONTACT TELEPHONE NO. |
Roger Rached | President | (604) 733-5400 |
CONTACT EMAIL ADDRESS | WEB SITE ADDRESS |
info @ ihiintl.com or info @ ihi.ca | www. ihiintl.com or www. ihi.ca |
CERTIFICATE The three schedules required to complete this Report are attached and the disclosure contained therein has been approved by the Board of Directors. A copy of this Report will be provided to any shareholder who requests it. |
DIRECTOR'S SIGNATURE | PRINT FULL NAME | DATE SIGNED YY/MM/DD |
/s/ Owen A. Anderson | Owen A. Anderson | 2003/09/25 |
DIRECTOR'S SIGNATURE | PRINT FULL NAME | DATE SIGNED YY/MM/DD |
/s/ Thomas Po | Thomas Po | 2003/09/25 |
FIN 51-901f Rev. 2000/12/19 | | |
INTERNATIONAL HI-TECH INDUSTRIES INC.
QUARTERLY REPORT
JUNE 30, 2003
Schedule A: Financial Information
See attached financial statements and schedule of deferred project development costs.
Schedule B: Supplementary Information
1. See attached financial statements.
2. a) Securities issued during the period:
1,002,628 common shares on conversion of 1,302,114 Series 3 Class B preferred shares
b) Stock options granted during the period:
None
3. a)
| | | Issued |
Class | Par Value | Authorized | Number | Amount |
Common | Without par value | Unlimited number | 103,771,159 | | $54,998,214 |
Class A Preferred | Without par value | Unlimited number | - | | $- |
Class B Preferred | Without par value | Unlimited number | 651,000 | | $588,400 |
b) See Notes 9(d) and 9(e) to the attached financial statements.
c) See Note 9(c) to the attached financial statements.
d) List of Directors:
Evelyne Schmeler
Ferdinand Rauer
Thomas Po
Lawry Trevor-Deutsch
Dr. Rene Abi-Rached
Omar Take
Dr. Owen A. Anderson
Larry Coston
INTERNATIONAL HI-TECH INDUSTRIES INC.
QUARTERLY REPORT
JUNE 30, 2003
e) List of Officers:
Roger A. Rached - President and Chief Executive Officer
Dr. Owen A. Anderson - Chief Financial Officer
Dr. Rene Abi-Rached - Chief Operating Officer
Omar Take - Chief Project Officer
Stephen D. Wortley - Secretary
Cary Green - Vice President of Business Development for Canada
INTERNATIONAL HI-TECH INDUSTRIES INC.
OTHER FINANCIAL INFORMATION
SIX MONTHS ENDED JUNE 30, 2003
1. | Deferred Project Development Costs | | |
| Balance, December 31, 2002 | | $4,638,737 |
| Additions during the period | | |
| Show home | | 4,235 |
| Balance, June 30, 2003 | | $4,642,972 |
2. | General Expense | | |
| Sundry | | $4,088 |
| Printing | | 3,741 |
| Courier | | 3,459 |
| Government fees | | 10,374 |
| Office supplies | | 50,182 |
| Equipment leasing | | 20,600 |
| Utilities | | 59,677 |
| | | $152,121 |
3. | Investor Relations and Product Representation Costs | | |
| Susan Hahn & Associates (6 months at US$1,500) | | $12,902 |
4. | Travel and Business Promotion | | |
| Meals and entertainment | | $46,599 |
| Travel | | 25,007 |
| Veda S.A. Consult reimbursable expenses and other costs related to the Luxembourg Show Home | | 82,883 |
| | | $154,489 |
SCHEDULE C
MANAGEMENT DISCUSSION
Restatement
Management's Discussion and Analysis (MD&A) should be read in conjunction with the audited consolidated financial statements as restated on September 8, 2003.
The MD&A has been revised and restated from the previously issued MD&A of August 15, 2003 to reflect the restatement of the audited consolidated financial statements. The restatement arose from:
(a) Non-Refundable Fees and Deposits from License Rights
International Hi-Tech Industries Inc. (the "Corporation") had previously reported revenue from non-refundable fees and deposits for license rights received as a result of entering into memorandums of understanding with potential joint venture partners at the time these payments were received. Management has now determined that these payments should have been deferred in the accounts and recorded as revenue upon the transfer of the significant risks and rewards of ownership of the license rights which the Corporation has determined to occur upon the formation of a joint venture, and the Corporation's ability to deliver the technology to exploit the license. The non-refundable fees and deposits relating to memorandums of understanding which have been cancelled by the Corporation should have been recorded as a gain on cancellation of license rights in the period that the notice of cancellation was issued. Accordingly, revenue from license rights has been reduced by $Nil and $Nil for the pe riods ended June 30, 2003 and 2002 respectively, and decreased by $9,954,863 for the fiscal years 2001 and prior through adjustment of the opening deficit at January 1, 2002. Gain on cancellation of license rights has been increased by $Nil and $Nil for the periods ended June 30, 2003 and 2002 respectively.
(b) Gain (Loss) on Issue of Treasury Shares by Subsidiary Company
<R> As a result of the restatement as deposits received related to joint venture option agreements of revenue from license rights previously recorded by the Corporation's subsidiary, IHI International Holdings Ltd. ("IHI International"), and the resulting decrease in the net asset value of the subsidiary, the previously reported loss of $37,368 on the sale of treasury shares by the subsidiary for the year ended December 31, 2001 has been corrected to a gain of $825,717 (a resulting difference of $863,085). In addition, the previously reported gain on sale of treasury shares of subsidiary for the year ended December 31, 1997 has increased by $295,713 to $390,863. </R>
(c) Minority Interest in (Income) Loss of Subsidiary
<R> As a result of the restatement as deposits received related to joint venture option agreements of revenue previously from license rights recorded by IHI International, the previously reported minority interest in (income) loss of subsidiary has been reduced by $393,619 and ($122,999) for the periods ended June 30, 2003 and 2002, respectively. </R>
(d) Minority Interest Deficit Relating to Dividends
As a result of the adjustments described in (a), (b) and (c) above, dividends paid to the minority shareholders of the Corporation's subsidiary, IHI International, have exceeded the amount of the net equity of the Corporation's subsidiary attributable to minority shareholders by $1,439,330 at June 30, 2003, and $21,882 at December 31, 2002. This amount is recorded as a reduction to shareholders' equity as the Corporation anticipates its recovery from the minority shareholders' share of future net income generated by the subsidiary.
<R> Financial Statement Restatement
The Corporation previously recognized non-refundable fees and deposits pursuant to memorandums of understanding on a cash basis. The Corporation has now restated its previously issued financial statements for the quarter ended June 30, 2003 to record as deposits received related to joint venture option agreements, non-refundable fees and deposits generated pursuant to memorandums of understanding entered into with potential joint venture partners and which continue in good standing. Non-refundable fees and deposits relating to memorandums of understanding which have been cancelled by the Corporation have been recorded as revenue at the time that notice of cancellation was issued.
The effects of the restatement are as follows:
Consolidated Balance Sheet
| | JUNE 30, 2003 |
Deposits Received Related to Joint Venture Option Agreements | | |
As previously reported | | $11,671,082 |
As restated | | 12,097,082 |
Minority Interest | | |
As previously reported | | - |
As restated | | - |
Minority Interest Deficit Relating To Dividends | | |
As previously reported | | - |
As restated | | (1,439,330) |
Deficit | | |
As previously reported | | (31,398,156) |
As restated | | (30,384,826) |
Consolidated Statement of Operations and Deficit
| | JUNE 30, 2003 |
Revenue From License Rights | | |
As previously reported | | $- |
As restated | | - |
Income (Loss) Before The Following | | |
As previously reported | | (2,727,474) |
As restated | | (2,727,474) |
Loss On Issue Of | | |
Treasury Shares | | |
By Subsidiary | | |
Company | | |
As previously reported | | $- |
As restated | | - |
Minority Interest In (Income) Loss Of Subsidiary | | |
As previously reported | | (393,619) |
As restated | | - |
Loss For The Period | | |
As previously reported | | (3,121,093) |
As restated | | (2,727,474) |
Deficit, Beginning Of Period | | |
As previously reported | | (28,166,898) |
As restated | | (27,547,187) |
Deficit, End Of Period | | |
As previously reported | | (31,398,156) |
As restated | | (30,384,826) |
Loss Per Share | | |
As previously reported | | (0.02) |
As restated | | (0.02) |
Consolidated Statement of Cash Flows
| | JUNE 30, 2003 |
Loss For The Period | | |
As previously reported | | $(3,121,093) |
As restated | | (2,727,474) |
Loss On Issue Of | | |
Treasury Shares | | |
By Subsidiary | | |
Company | | |
As previously reported | | - |
As restated | | - |
Minority Interest In Income (Loss) Of Subsidiary | | |
As previously reported | | 393,619 |
As restated | | - |
Cash Flows From Operating Activities | | |
As previously reported | | 115,334 |
As restated | | (1,725,580) |
Cash Deposits Received Related to Joint Venture Option Agreements | | |
As previously reported | | 1,840,914 |
As restated | | 1,840,914 |
Cash Flows From Financing Activities | | |
As previously reported | | (3,671,751) |
As restated | | (1,830,837) |
Amounts that follow in this MD&A have been amended to reflect the restatement as set out above.
Overview
The principal business of the Corporation is the development and commercialization of a new building system (the "Technology") in Canada, and internationally through IHI International. The Canadian rights to the Technology are held by the Corporation pursuant to a licence agreement which terminates on March 16, 2092. The international rights to the Technology are held by IHI International pursuant to a licence agreement which terminates on October 4, 2093.
During the second quarter of 2003, the Corporation has maintained its focus and commitment to complete the installation of automated welding and cutting systems at the Corporation's permanent manufacturing facility at 7393 Hopcott Road, Delta, British Columbia.
The Corporation has continued to demonstrate the attractiveness of its Technology and its export-oriented business. During the quarter, the Corporation earned revenue of $73,558. The Corporation has recorded as deposits received related to join venture option agreements, non-refundable fees and deposits generated pursuant to memorandums of understanding entered into with potential joint venture partners in the amount of $12,097,082 as at June 30, 2003.
Management is committed to enhancing the financial return on the Corporation's $39.9 million of assets, primarily invested in its nearly completed permanent manufacturing facility located in Delta, British Columbia. In addition, the Corporation will continue to pursue strategic alliances that increase revenue and that are compatible with its corporate culture. </R>
Manufacturing Facility
The building for the permanent manufacturing facility (the "Facility") is complete.
Attainment of Commercial Production
The Corporation is progressing in its plan to deal with implementing several welding measures to minimize the impact of the equipment supplied by FANUC, which the Corporation claims is deficient. Phase 1 of the Corporation's Plan was successfully completed in July of 2002 with the installation of semi-manual welding units. The Corporation has purchased equipment to complete Phase 2 which will allow for semi-automated cutting and welding units. The Corporation expects to complete Phase 3, the final phase, by the end of 2003. These phases are intended to solve most of the issues associated with the fully flexible automated welding and cutting systems involved in the Corporation's manufacturing process and to replace the system supplied by FANUC. See "Legal Proceedings" below.
The Corporation is now ready for production to produce at full capacity rates.
The web site at www.ihi.ca is frequently updated with pictures detailing the construction process at the Facility.
Application of Building Technology
The Corporation has moved ahead with a number of prototype manufacturing projects and tests to demonstrate the attractiveness of the Technology.
Intellectual Property
The United States Patent and Trademark office has granted United States Patent No. 5,584,151 from the divisional application relating to foundation components of the Technology. The United States Patent and Trademark office has also granted United States Patent Nos. 5,862,639 and 5,785,904 relating to the panels and the method of securing architectural finish elements, respectively. Over 110 patent applications and applications for other forms of protection have been filed worldwide to attempt to establish exclusionary rights to the Technology in at least 180 countries or regions.
On July 28, 2003, the Corporation announced that Patent No. 3435513 has been issued in Japan.
Operations
The Corporation had a net loss of $2,727,474 for the six months ended June 30, 2003, as compared to a net loss of $2,191,337 for the six months ended June 30, 2002.
As at the end of the second quarter of 2003, the Corporation had retained 28 interim licence agreements that call for the establishment of up to 30 Hi-Tech Factories.
Interest and foreign exchange expenses increased from $446,235 for the six months ended June 30, 2002 to $810,465 for the six months ended June 30, 2003, as a result of the fluctuation in exchange rate between United States and Canadian dollars. Consulting fees increased from $53,038 for the six months ended June 30, 2002 to $153,797 for the six months ended June 30, 2003, resulting from consulting services relating to project design work. Finder's, loan guarantee and commitment fees increased from $28,439 for the six months ended June 30, 2002 to $156,085 for the six months ended June 30, 2003, resulting from the payment of finder's fees relating to license agreements.
Capital Requirements, Resources and Liquidity
As at June 30, 2003 the Corporation had working capital of $5,330,831. Of the current assets which total $7,877,771, $164,768 is restricted cash which relates to the dividend fund for its Series 3 Preferred Shares. Of the current liabilities $361,226 is represented by a loan from a related party. Of the current assets, a portion thereof represents two demand notes and the related accrued interest received from Veda Consult S.A. ("Veda Consult"). Veda Consult has entered into a memorandum of understanding (the "MOU") to promote, develop and market the products of the Corporation's construction Technology and to establish and operate factory operations in Luxembourg and in the surrounding regions. IHI International has accepted from Veda Consult two demand notes, secured by Veda's interest in the MOU of November 27, 1995 and dated June 30 and September 30, 1998 each in the amount of U.S.$462,500 as payment for the balance of the license fee (U.S.$925 ,000), due under the MOU dated November 27, 1995 between Veda Consult and IHI International respecting the establishment of potential factory operations.
As at June 30, 2003, the Facility, including the land on which the Facility is located and the capital assets deployed at the Facility, had a book value of approximately $26.6 million.
The short to medium term outlook for the Corporation's liquidity is satisfactory. The longer term outlook for the Corporation's liquidity will depend on the Corporation's success in accessing external sources of financing, the speed with which the Corporation will be able to derive internally generated cash flow from the sales of its products and license fees generated from memoranda of understanding.
Recent Developments
Special Dividend
On June 17, 2003, the Corporation announced that IHI International declared a special dividend of US$600,000 payable to its shareholders of record as at June 16, 2003. The Corporation used the dividend to settle a portion of an inter-company payable due to IHI International of approximately $3,835,754.
Joint Venture Factories
Australia Joint Venture
Further to the Corporation's news release dated August 9, 2002, the Corporation advises that IHI International and The Cascade Group Pty. Ltd. (the "Cascade Group") have agreed to allow the interim agreement dated January 16, 1999 with respect to the proposed joint venture in Australia to lapse on June 23, 2003. All initial irrevocable down payments under the agreement (US$100,000) have been forfeited to IHI International pursuant to the terms of the interim agreement.
The Cascade Group has agreed to continue to pursue a joint venture partnership in Australia and/or New Zealand over the next two years at its own costs and has been granted a right of first refusal to establish a joint venture factory in those territories. The terms and conditions of any new interim agreement will be based on those prevailing at the time such an agreement is reached.
Other Regions
On July 28, 2003, the Corporation announced that IHI International is negotiating with new potential joint venture partners to cover certain regions of Eastern Europe, North Africa and Brazil. The price of participation for the 49% joint venture partners who wish to enter into a joint venture partnership is US$1.5 million for the license fee and US$14.5 million for the joint venture contribution for the Facility incorporating the Technology. The size of the future joint venture factories will be approximately 100,000 square feet including offices.
The Corporation further announced that its existing joint venture partner Earthquake Resistance Structures Inc. of Delaware, a company owned by the President's mother, has advised the Corporation that it will accelerate the schedule agreed on for establishing joint venture factories in North East United States and in Japan (currently up to five years).
Additional Senior Officer Appointed
On July 28, 2003, the Corporation announced that IHI International has appointed Paulus Matthew Lam as Vice-President, Corporate Finance, Far East. Mr. Lam has over 25 years of experience in banking, corporate finance and business and investment consultancy work (including as Production Controller of the Operations Division of The Chase Manhattan Bank of N.A., and Manager of Asian Banking of a Canadian Chartered bank). Mr. Lam is currently an advisor to Info-Research Company Ltd. (China Investment and Corporate Finance), Hong Kong. Mr. Lam holds a Master of Business Administration degree, a diploma in Mutual Funds and is a Member of the British Institute of Management.
In response to its growing international business, IHI International will continue to expand its team of officers.
Investor Relations
Investor relations activities are conducted through Susan Hahn & Associates for a retainer of U.S.$1,500 per month.
Related Party Transactions
During the second quarter of fiscal 2003, the Corporation did not enter into any related party transactions.
Material Contracts
During the second quarter of fiscal 2003, the Corporation did not enter into any Material Contracts.
Legal Proceedings
On March 26, 2002, the Corporation commenced an action against Fanuc Robotics Canada Ltd., General Electric Capital Canada Inc., Fanuc Robotics North America Inc. and Merrill Lynch in the Supreme Court of British Columbia. The action is for damages arising from the claimed fundamental failure to deliver and implement a "Flexible Panel Welding System" in accordance with agreed specifications as sold to the Corporation. Without limitation, the action is also for injunctive relief enjoining Merrill Lynch from paying funds pursuant to a letter of credit relating to the sale of said system. Statements of Defence have been filed on behalf of the Defendants, Fanuc Robotics Canada Ltd., Fanuc Robotics North America Inc., and General Electric Capital Canada Inc. The Corporation responded to the request for better and further particulars of the Defendant, General Electric Capital Canada Inc., prior to said Defendant filing its Statement of Defence. The Defendants, Fanuc Robotics Canada Ltd. and Fanuc Robotics North America Inc., have filed a counterclaim against the Corporation for judgment in the amount of $87,644.81, plus
interest, as well as other relief, respecting which the Corporation has filed a Defence seeking dismissal of said counterclaim with costs. The Defendant, General Electric Capital Canada Inc., has filed a counterclaim against the Corporation for judgment in the amount of $780,508.50, plus interest, as well as other relief, respecting which the Corporation has filed a Defence seeking dismissal of said counterclaim with costs. Examinations for discovery in the within proceedings have commenced and are in the process of being completed. The Defendant Fanuc Robotics Canada Ltd. has notified the Corporation that it takes the position Fanuc Robotics Canada Ltd. has complied with its obligations under the contract related to the Flexible Panel Welding System, which the Corporation also disputes. Following said demand by General Electric Capital Inc., $400,000 was released to General Electric Capital Canada Inc. from an original $600,000 letter of credit provided by the Corporation. The Corporation has consen ted to the dismissal of its proceedings against Merrill Lynch in exchange for rights to document disclosure. Final agreement and completion thereof remains outstanding.
The Corporation is aware of settlement discussions involving the parties to the Genesee Action. See second quarter report for fiscal 2002 for a description of the Genesee Action.
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.
INTERNATIONAL HI-TECH INDUSTRIES INC.
Date: June 18, 2004
/s/ Roger A. Rached
_____________________________
Roger A. Rached, President & CEO