SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
/X/ Quarterly report pursuant to Section 13 or 15(d) of the
Securities Act of 1934
For the quarterly period ended September 30, 1997 or
/ / Transition report pursuant to Section 13 or 15(d) of the
Securities Act of 1934
For the transition period from to
Commission file number 0-17330
DAINE INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 11-2881685
(State or other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
240 Clarkson Avenue Brooklyn, New York 11226
(Address of Principal Executive Office) (Zip Code)
(718)469-3132
(Registrant's Telephone Number, Including Area Code)
(Former Name, Former Address and Former Fiscal Year,
If Changed Since Last Report)
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 and Exchange Act of 1934 during the preceding twelve
months or for such shorter period that the Registrant was required
to file such reports, and (2) has been subject to such filing
requirements for the past ninety days.
Yes / X / No / /
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes / / No / /
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date. 248,461,935
10Q-1
DAINE INDUSTRIES, INC.
FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
I N D E X
Page
ACCOUNTANTS' REVIEW REPORT 1
CONSOLIDATED BALANCE SHEETS - ASSETS 2
CONSOLIDATED BALANCE SHEETS
- LIABILITIES AND SHAREHOLDERS' EQUITY 3
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY 4
CONSOLIDATED STATEMENTS OF OPERATIONS 5
CONSOLIDATED STATEMENTS OF CASH FLOWS 6-7
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 8-12
ACCOUNTANTS' REVIEW REPORT
To the Board of Directors and Shareholders
DAINE INDUSTRIES, INC.
Brooklyn, New York 11226
We have reviewed the accompanying consolidated balance sheet of DAINE
INDUSTRIES, INC. as of September 30, 1997 and the related consolidated
statements of operations, shareholders' equity and cash flows for the
three month periods ended September 30, 1997 and 1996, in accordance
with standards established by the American Institute of Certified Public
Accountants. All information included in these financial statements is
the representation of management of DAINE INDUSTRIES, INC.
A review of interim financial information consists principally of
obtaining an understanding of the system for the preparation of interim
financial information, applying analytical review procedures to
financial data, and making inquiries of persons responsible for
financial and accounting matters. It is substantially less in scope
than an examination in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole. Accordingly, we do
not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the consolidated financial statements for them to be
in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet as of June 30, 1997,
and the related consolidated statements of operations, shareholders'
equity and cash flows for the year then ended (not presented herein);
and in our report dated July 31, 1997, we expressed an unqualified
opinion on those consolidated financial statements. In our opinion, the
information set forth in the accompanying consolidated balance sheet as
of June 30, 1997 is fairly stated in all material respects in relation
to the consolidated balance sheet from which it has been derived.
GREENBERG & COMPANY LLC
Springfield, New Jersey
October 29, 1997
Page 1 of 12
DAINE INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
A S S E T S
Sept. 30, 1997
(Unaudited) June 30, 1997
CURRENT ASSETS
Cash and Cash Equivalents $ 772,157 $ 468,991
Accounts Receivable 379,460 502,259
Inventory 551,127 607,127
Prepaid Expenses 7,844 10,851
Total Current Assets 1,710,588 1,589,228
FIXED ASSETS, At Cost
Machinery and Equipment 393,786 393,786
Leasehold Improvements 9,787 9,787
Less: Accumulated Depreciation
and Amortization (227,634) (216,485)
175,939 187,088
OTHER ASSETS
Deposits 6,100 6,100
TOTAL ASSETS $1,892,627 $1,782,416
Subject to the comments contained in the Accountants' Review Report.
Page 2 of 12
DAINE INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
L I A B I L I T I E S A N D S H A R E H O L D E R S' E Q U I T Y
Sept. 30, 1997
(Unaudited) June 30, 1997
CURRENT LIABILITIES
Accounts Payable & Accrued Expenses $ 210,370 $ 145,827
Income tax payable 15,564 1,573
Total Current Liabilities 225,934 147,400
OTHER LIABILITIES
Deferred Income Tax Liability
15,038 15,038
TOTAL LIABILITIES 240,972 162,438
COMMITMENTS AND CONTINGENCIES
(Note 3)
SHAREHOLDERS' EQUITY
Common Stock (Par Value
$.00001) 350,000,000 shares
authorized, 248,461,935
shares issued and outstanding 2,485 2,485
Paid-In Capital 1,441,597 1,441,597
Retained Earnings 207,573 175,896
TOTAL SHAREHOLDERS' EQUITY 1,651,655 1,619,978
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $1,892,627 $1,782,416
Subject to the comments contained in the Accountants' Review Report.
Page 3 of 12
DAINE INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
For The Period July 1, 1996 to September 30, 1997
Total
Number $.00001 Share-
of Par Paid-In Retained holders'
Shares Value Capital Earnings Equity
BALANCES AT
JULY 1, 1996 248,461,935 $2,485 $1,441,594 $184,805 $1,628,887
Net Income(Loss)
for the Year
Ended,
June 30, 1997 (8,909) (8,909)
BALANCES AT
JUNE 30, 1997
(Audited) 248,461,935 2,485 1,441,594 175,896 1,619,978
Net Income(Loss)
for the Three
Months Ended,
Sept. 30, 1997 31,677 31,677
BALANCES AT
SEPTEMBER 30, 1997
(UNAUDITED) 248,461,935 $2,485 $1,441,594 $207,573 $1,651,655
Subject to the comments contained in the Accountants' Review Report.
Page 4 of 12
DAINE INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For The Three Months Ended
September 30,
1997 1996
REVENUES
Sales - Net of Returns
and Allowances $ 621,237 $ 736,270
COST OF GOODS SOLD
Beginning Inventory 607,127 903,353
Purchase and Freight 285,899 504,264
Direct Labor 95,408 100,680
988,434 1,508,297
Less: Inventory - End of Period (551,127) (947,185)
Cost of Goods Sold 437,407 561,112
GROSS MARGIN 183,930 175,158
Interest Income 2,413 2,418
General and Administrative Expenses (125,279) (146,307)
Depreciation and Amortization
Expense (11,149) (11,915)
INCOME BEFORE INCOME TAXES 49,915 19,354
Income Tax Expense 18,238 2,945
NET INCOME $ 31,677 $ 16,409
Earnings Per Share NIL NIL
Weighted Average Number of Shares of
Common Stock Outstanding 248,461,935 248,461,935
Subject to the comments contained in the Accountants' Review Report.
Page 5 of 12
DAINE INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For The Three Months Ended
September 30,
1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 31,677 $ 16,409
Adjustment to Reconcile Net Income to
Net Cash Provided By (Used In)
Operating Activities:
Depreciation and Amortization Expense 11,149 11,915
Change in Assets and Liabilities:
Decrease (Increase) in Accounts
Receivable 122,799 (78,055)
Decrease (Increase) in Inventory 56,000 (43,832)
Decrease (Increase) in Prepaid Expenses 3,007 502
Increase (Decrease) in Accounts Payable
& Accrued Expenses 64,543 157,838
Increase (Decrease) in Income Tax Payable 13,991 -0-
Net Cash Provided By (Used In) Operating
Activities 303,166 64,777
CASH FLOWS FROM INVESTING ACTIVITIES
Capital Expenditures -0- -0-
Net Cash (Used In) Investing Activities -0- -0-
Subject to the comments contained in the Accountants Review Report.
Page 6 of 12
DAINE INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(continued)
For The
Three Months Ended
September 30,
1997 1996
CASH FLOWS FROM FINANCING ACTIVITIES
Net Borrowings Under (Repayment of)
Short-Term and Long-Term Debt -0- -0-
Net Cash Provided By (Used In)
Financing Activities -0- -0-
Net Increase (Decrease) in Cash and
Cash Equivalents 303,166 64,777
Cash and Cash Equivalents at
Beginning of Period 468,991 287,482
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $772,157 $352,259
Supplemental Disclosures of Cash Flow Information:
Cash Paid During the Period for:
Interest $ -0- $ -0-
Taxes 2,673 221
Subject to the comments contained in the Accountants' Review Report.
Page 7 of 12
DAINE INDUSTRIES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997
(UNAUDITED)
NOTE 1: ORGANIZATION AND NATURE OF OPERATIONS
Daine Industries, Inc. (Daine) is a Delaware corporation.
Daine owns 100% of the stock of Lite King Corp. (LKC) a New
York corporation. Daine's principal purpose is to hold the
stock of LKC. LKC's principal business is the manufacture and
assembly of electrical wiring devices, cord sets and sockets.
LKC's customers consists of manufacturers of lamps,
chandeliers, Christmas and Halloween illuminated decorations,
novelties, point of purchase displays, signs, and other
electrical specialties. The customers are located throughout
North America.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accounts of the Company and its consolidated 100% owned
subsidiary, Lite King Corporation, are included in the
consolidated financial statements. All intercompany balances
and transactions have been eliminated.
CASH AND CASH EQUIVALENTS
Cash equivalents consist of highly liquid, short-term
investments with maturities of 90 days or less.
ACCOUNTS RECEIVABLE
Accounts receivable are judged as to collectibility by
management and an allowance for bad debts is established as
necessary. As of each balance sheet date, no reserve was
considered necessary.
RECLASSIFICATIONS
Certain prior period financial statement accounts have been
reclassified to conform to current presentation.
Page 8 of 12
DAINE INDUSTRIES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997
(unaudited)
(Continued)
INVENTORY
Inventories are stated at the lower of cost or market. Cost
is determined by the first-in, first-out method.
Inventories consist of:
9/30/97 6/30/97
Raw Materials $273,582 $288,582
Work-in-Process 177,182 213,182
Finished Goods 100,363 105,363
$551,127 $607,127
CONCENTRATION OF CREDIT RISK
Financial instruments that potentially subject the Company
to concentration of credit risk are accounts receivable.
During the periods ended September 30, 1997 and 1996, three
customers accounted for approximately 45%, 20%, 12%, and 45%,
26%, 18%, respectively, of total revenues. The Company
performs ongoing credit evaluations of its customers but
generally does not require collateral to support customer
receivables. The loss of any one of these customers could
have a material adverse effect on the financial condition of
the company.
PROPERTY AND EQUIPMENT
Renewals and betterments are capitalized; maintenance and
repairs are expensed as incurred.
Depreciation is calculated using the straight line method
over the asset's estimated useful life, which generally
approximates 10 years.
REVENUE RECOGNITION POLICY
The company recognizes sales, for both financial statement
purposes and for tax purposes, when the products are shipped
to customers.
Page 9 of 12
DAINE INDUSTRIES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997
(unaudited)
(Continued)
ESTIMATES IN FINANCIAL STATEMENTS
Preparation of the Company's financial statements in
conformity with generally accepted accounting principles
requires management to make estimates that affect the
reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and
expenses during the reporting period. Accordingly, actual
results could differ from those estimates.
INCOME TAXES
The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards (SFAS) No. 109,
Accounting for Income Taxes. SFAS 109 has as its basic
objective the recognition of current and deferred income tax
assets and liabilities based upon all events that have been
recognized in the financial statements as measured by the
provisions of the enacted tax laws. Valuation allowances are
established when necessary to reduce deferred tax assets to
the estimated amount to be realized. Income tax expense
represents the tax payable for the current period and the
change during the period in the deferred tax assets and
liabilities.
NOTE 3: COMMITMENTS AND CONTINGENCIES
The company is currently in a lease for office and factory
space requiring minimum annual base rental payments for the
fiscal periods shown as follows:
1998 $ 58,000
1999 58,333
2000 60,333
2001 62,000
2002 51,667
Total $290,333
Page 10 of 12
DAINE INDUSTRIES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997
(unaudited)
(Continued)
In addition to annual base rental payments, the company must
pay an annual escalation for real estate taxes.
Certain officers and directors of the company have been
included as defendants in a class action entitled "Barker et
al v. Power Securities Corp., et al" in the Western District
of New York, which action alleges violations of the
securities laws, in trading certain securities including
those of the company and its affiliated company, Davin
Enterprises Inc., by all of the defendants. Certain officers
and directors of the company, who are also officers and
directors of Davin Enterprises Inc., deny the allegations and
believe the suit to be without merit. The alleged violations
refer to Section 10b and Rule 10b-5 of the Securities and
Exchange Act of 1934.
The company has undertaken to advance any expenses necessary
and incurred by the officers and directors in the litigation
subject to an undertaking by such officer and director to
repay the advances if it be ultimately determined that the
officer or director is not entitled to be indemnified. At
this date, expenses are not material.
In the event that the plaintiffs were to prevail against the
officers and directors and a judgment was issued against
them, this may have a material adverse effect on the
company's future financial condition. Management feels that
an estimate of the possible range of loss cannot be made at
this time.
NOTE 4: INCOME TAXES
Income taxes are accrued at the statutory U.S. and state
income tax rates.
Deferred tax liabilities relate to depreciation timing
differences.
Page 11 of 12
DAINE INDUSTRIES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997
(unaudited)
(Continued)
September 30,
1997 1996
Current tax expense:
Income tax at statutory rates $18,238 $2,945
Total Tax Expense $18,238 $2,945
The tax effect of significant temporary differences, which
comprise the deferred tax liabilities are as follows:
9/30/97 6/30/97
Depreciation $15,038 $15,038
NOTE 5: POSTRETIREMENT EMPLOYEE BENEFITS
The company does not have a policy to cover employees for any
health care or other welfare benefits that are incurred after
employment (postretirement). Therefore, no provision is
required under SFAS's 106 or 112.
NOTE 6: INTERIM FINANCIAL REPORTING
The unaudited financial statements of the company for the
period July 1, 1997 to September 30, 1997 have been prepared
by management from the books and records of the company, and
reflect, in the opinion of management, all adjustments
necessary for a fair presentation of the financial position
and operations of the company as of the period indicated
herein, and are of a normal recurring nature.
Page 12 of 12
Part 1. Financial Information
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
Daine Industries, Inc. ("The Registrant") was incorporated on
September 24, 1987 and is currently engaged in the manufacture and
assembly of wiring devices. During the quarter ended March 31, 1988,
the Registrant completed its initial public offering. On February 26,
1990, Daine Industries, Inc. purchased the assets of Lite King Corp.
The purchase price was $738,079, which was paid $663,079 in cash and
$75,000 in a note.
Lite King's facilities consist of approximately 16,000 square feet
of office and factory space with annual lease payments of $58,000.
Lite King's work force fluctuates during the year, from about 14-35
employees, all except three which were engaged in manufacturing and
assembly activities.
As a result of the acquisition of the assets of Lite King
Corporation by the Registrant's wholly owned subsidiary, during the
three months ended September 30, 1997, the Registrant generated
revenues of $621,237. During the three months ended September 30, 1996
the Registrant generated revenues of $736,271. During the three months
ended September 30, 1997, the Registrant had a net income of $31,677
as compared with net income of $16,409 for the three months ended
September 30, 1996.
Management expects a general downturn in revenues to continue into
the next quarter (quarter ended December 31, 1997). Management also
anticipates activities for the quarter ended December 31, 1997 may
result in a loss. The Registrant is experiencing added competition
from firms with production facilities in China, Mexico and third world
nations which may result in lower gross margins from quarter to quarter.
The Registrant is at a disadvantage in that firms based in the above
listed nations have labor rates considerably lower than the Registrant's.
As of September 30, 1997, the Registrant had total assets of
$1,892,627, current assets of $1,710,588, fixed assets of $175,939,
other assets of $6,100, current liabilities of $225,934, and total
shareholders' equity of $1,651,655. At June 30, 1997, total assets
amounted to $1,782,416, current assets of $1,589,228, fixed assets of
$187,088, other assets of $6,100, current liabilities of $147,400,
other liabilities of $15,038 and shareholders' equity of $1,619,978.
Lite King is embarking upon an expansion program which resulted
in the addition of new equipment. The Registrant has also begun to
manufacture some of the components used in some of its finished
products. As part of this program, Lite King has upgraded some
existing tooling which should result in having available some improved
products. Management believes it has adequate financing to fund Lite
King's expansion program.
The Registrant has begun the introduction of several new products
for sale directly to the end user as compared with current sales to
original equipment manufacturers. These products will be sold as
replacement items for Christmas, Halloween and Easter decorative
plastic items. Management does not anticipate sales of these new
products to have a material effect on fiscal year 1998 revenues or
Company profitability.
Lite King's main customer base are manufacturers of Christmas,
Easter and Halloween products. Management considers its principal
business to be seasonal in nature with sales usually at its lowest
point during the quarter ended March 31st, with sales rising steadily
during the June, September quarters and declining in the December
quarter. The Registrant is experiencing lower gross profit margins
because of the introduction of some new components used on some
products, mandated by Underwriters Laboratories Inc., and added
competition from firms with manufacturing facilities in China. For the
three months ended September 30, 1997, Lite King's three largest
customers accounted for about 77% of its total sales. The loss of any
of these customers could have a material adverse effect on the
Registrant's operations.
The cash and cash equivalents balances of the Company as of
September 30, 1997 and June 30, 1997 were $792,157 and $468,991,
respectively. The increase in cash and cash equivalents was
principally the result of lower inventories and accounts receivable for
the quarter ended September 30, 1997. The Company expects that its
current balances of cash and cash equivalents will be sufficient to
meet its minimum planned capital and liquidity needs for the next year.
The Company does not believe that the impact of inflation on its
activities is significant. The Company is directing its marketing
effort to reach out to new potential customers in non-related fields.
No assurance can be given that such marketing activities will result
in the Company adding new customers.
Management sees added operating problems in fiscal year 1998 (year
ended June 30, 1998) as a result of new regulations being proposed by
Underwriter Laboratories Inc. (UL) for Christmas and other seasonal
products. These new UL regulations will add additional costs to the
Company's products and unless the Company is able to pass along these
additional costs, profit margins for the Company's products in fiscal
year 1998 will be lower. The Company also needs to meet these new
requirements. Failure to meet these requirements could have an adverse
material effect on the Company's future operations.
PART II. OTHER INFORMATION:
Item 1. Legal Proceedings.
See 9/30/89 Form 10-Q Re: "Barker et. al v. Power Securities
Corp., at al".
Item 2. Changes in Securities. None.
Item 3. Defaults upon Senior Securities. None.
Item 4. Submission of Matters To A Vote of Security Holders. None.
Item 5. Other Materially Important Events. None.
Item 6. Exhibits and Reports on Form 8-K. None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly authorized.
By: Arthur Seidenfeld
President
Dated: November 12, 1997