PROFIRE ENERGY INC - Quarter Report: 2010 June (Form 10-Q)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-Q
[X]
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the Quarterly Period Ended June 30,
2010
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[ ]
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the Transition Period From ________ to
_________
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Commission
File Number 000-52376
PROFIRE
ENERGY, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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20-0019425
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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321
South 1250 West, #3
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||
Lindon, Utah
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84042
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(Address
of principal executive offices)
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(Zip
Code)
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(801)
433-2000
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(Registrant's
telephone number, including area code)
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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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
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Yes
x No o
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Indicate
by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
(§ 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files).
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Yes
o No o
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Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.
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Large
accelerated filer
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o
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Accelerated
filer
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o
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Non-accelerated
filer
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o
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Smaller
reporting company
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x
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||
(Do not check if a smaller reporting company) |
Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act).
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Yes o No x | ||||
As
of August 5, 2010 the registrant had 45,000,000 shares of common stock,
par value $0.001, issued and
outstanding.
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PROFIRE
ENERGY, INC.
FORM
10-Q
TABLE
OF CONTENTS
Page
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PART
I — FINANCIAL INFORMATION
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Item
1. Financial Statements
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3
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Condensed
Consolidated Balance Sheets as of June
30, 2010 (Unaudited) and March 31, 2010
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3
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Condensed Consolidated Statements of Operations and Other Comprehensive Income (Loss) | ||
(Unaudited)
for the three month periods ended June 30, 2010 and 2009
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4
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Condensed
Consolidated Statements of Cash Flows (Unaudited) for the
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||
three
month periods ended June 30, 2010 and 2009
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5
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Notes
to Condensed Consolidated Financial Statements (Unaudited)
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6
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Item
2. Management’s Discussion and Analysis of Financial
Condition and
Results of Operations
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8
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Item
3. Quantitative and Qualitative Disclosure about Market
Risk
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13
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Item
4. Controls and Procedures
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13
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PART
II — OTHER INFORMATION
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Item
1A. Risk Factors
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14
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Item
6. Exhibits
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14
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Signatures
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15
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2
PART
I. FINANCIAL INFORMATION
Item
1. Financial Information
PROFIRE
ENERGY, INC. AND SUBSIDIARY
Consolidated
Balance Sheets
ASSETS
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||||||||
June
30,
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March
31,
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|||||||
2010
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2010
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|||||||
(Unaudited)
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|||||||
CURRENT
ASSETS
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||||||||
Cash
and cash equivalents
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$
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1,957,370
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$
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1,931,757
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||||
Accounts
receivable, net
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794,092
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1,092,037
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||||||
Marketable
securities-available for sale
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4,680
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7,154
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||||||
Inventories
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654,936
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624,679
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||||||
Prepaid
expenses
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7,511
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999
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||||||
Total
Current Assets
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3,418,589
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3,656,626
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||||||
PROPERTY
AND EQUIPMENT, net
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616,250
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559,326
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||||||
TOTAL
ASSETS
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$
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4,034,839
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$
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4,215,952
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||||
LIABILITIES AND STOCKHOLDERS'
EQUITY
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||||||||
CURRENT
LIABILITIES
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||||||||
Accounts
payable
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$
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247,285
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$
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216,904
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||||
Accrued
liabilities
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27,810
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25,454
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||||||
Income
taxes payable
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455,655
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494,321
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||||||
Total
Current Liabilities
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730,750
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736,679
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||||||
TOTAL
LIABILITIES
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730,750
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736,679
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||||||
STOCKHOLDERS'
EQUITY
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||||||||
Preferred
shares: $0.001 par value,
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||||||||
10,000,000
shares authorized: no shares
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||||||||
issues
and outstanding
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-
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-
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||||||
Common
shares: $0.001 par value,
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||||||||
100,000,000
shares authorized: 45,000,000
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||||||||
shares
issues and outstanding
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45,000
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45,000
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||||||
Additional
paid-in capital
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(41,393)
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(51,449)
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||||||
Accumulated
other comprehensive income
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178,602
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272,416
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||||||
Retained
earnings
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3,121,880
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3,213,306
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||||||
Total
Stockholders' Equity
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3,304,089
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3,479,273
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||||||
TOTAL
LIABILITIES AND
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||||||||
STOCKHOLDERS'
EQUITY
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$
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4,034,839
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$
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4,215,952
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The
accompanying notes are a integral part of these consolidated financial
statements.
3
PROFIRE
ENERGY, INC. AND SUBSIDIARY
Consolidated
Statements of Operations and Other Comprehensive Income (Loss)
(Unaudited)
For
the Three Months Ended
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|||||||
June
30,
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|||||||
2010
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2009
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||||||
REVENUES
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|||||||
Sales
of goods, net
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$
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636,391
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$
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526,069
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|||
Sales
of services, net
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135,233
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143,731
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|||||
Total
Revenues
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771,624
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669,800
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|||||
COST
OF SALES
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|||||||
Cost
of goods sold
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329,220
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332,367
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|||||
GROSS
PROFIT
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442,404
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337,433
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|||||
OPERATING
EXPENSES
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|||||||
General
and administrative expenses
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360,639
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349,502
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|||||
Payroll
expenses
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177,933
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169,374
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|||||
Depreciation
expense
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18,872
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10,146
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|||||
Total
Operating Expenses
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557,444
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529,022
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|||||
INCOME
(LOSS) FROM OPERATIONS
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(115,040)
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(191,589)
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|||||
OTHER
INCOME (EXPENSE)
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|||||||
Interest
expense
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(2,624)
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(3,366)
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|||||
Interest
income
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818
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60
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|||||
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Total
Other Income (Expense)
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(1,806)
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(3,306)
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|||
NET
INCOME (LOSS) BEFORE INCOME TAXES
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(116,846)
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(194,895)
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|||||
INCOME
TAX EXPENSE (BENEFIT)
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(25,420)
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(61,822)
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|||||
NET
INCOME (LOSS)
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$
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(91,426)
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$
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(133,073)
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UNREALIZED
HOLDING GAIN (LOSS)
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|||||||
ON
AVALAIBLE FOR SALE SECURITIES
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$
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(2,474)
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$
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(335)
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|||
FOREIGN
CURRENCY TRANSLATION GAIN (LOSS)
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(91,340)
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150,026
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|||||
TOTAL
COMPREHENSIVE INCOME (LOSS)
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$
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(185,240)
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$
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16,618
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|||
BASIC
EARNINGS PER SHARE
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$
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(0.00)
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$
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(0.00)
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|||
FULLY
DILUTED EARNINGS PER SHARE
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$
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(0.00)
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$
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(0.00)
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|||
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|||||||
BASIC
WEIGHTED AVERAGE NUMBER
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|||||||
OF
SHARES OUTSTANDING
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45,000,000
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45,000,000
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|||||
FULLY
DILUTED WEIGHTED AVERAGE NUMBER
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|||||||
OF
SHARES OUTSTANDING
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45,000,000
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45,000,000
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The
accompanying notes are a integral part of these consolidated financial
statements.
4
PROFIRE
ENERGY, INC. AND SUBSIDIARY
Consolidated
Statements of Cash Flows
(Unaudited)
For
the Three Months Ended
|
|||||||
June
30,
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|||||||
2010
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2009
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||||||
CASH
FLOWS FROM
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|||||||
OPERATING
ACTIVITIES
|
|||||||
Net
loss
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$
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(91,426)
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$
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(133,073)
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|||
Adjustments
to reconcile net income (loss) to
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|||||||
net
cash used by operating activities:
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|||||||
Depreciation
expense
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17,868
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10,146
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|||||
Bad
debt expense
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6,913
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428
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|||||
Stock
options issued for services
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10,056
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-
|
|||||
Changes
in operating assets and liabilities:
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|||||||
Changes
in accounts receivable
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251,544
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493,584
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|||||
Changes
in inventories
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(46,010)
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42,125
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|||||
Changes
in prepaid expenses
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(6,316)
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(5,022)
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|||||
Changes
in income taxes payable
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(24,175)
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(491,281)
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|||||
Changes
in accounts payable and accrued liabilities
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36,369
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76,810
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|||||
Net
Cash Provided by (Used in) Operating Activities
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154,823
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(6,283)
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|||||
CASH
FLOWS FROM
|
|||||||
INVESTING
ACTIVITIES
|
|||||||
Purchase
of fixed assets
|
(88,693)
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(4,270)
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|||||
Net
Cash Used in Investing Activities
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(88,693)
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(4,270)
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|||||
CASH
FLOWS FROM
|
|||||||
FINANCING
ACTIVITIES
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-
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-
|
|||||
Effect
of exchange rate changes on cash
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(40,517)
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20,007
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|||||
NET
INCREASE IN CASH
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25,613
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9,454
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|||||
CASH
AT BEGINNING OF PERIOD
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1,931,757
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226,559
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|||||
CASH
AT END OF PERIOD
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$
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1,957,370
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$
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236,013
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|||
SUPPLEMENTAL
DISCLOSURES OF
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|||||||
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CASH
FLOW INFORMATION
|
||||||
CASH
PAID FOR:
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|||||||
Interest
|
$
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2,624
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$
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3,931
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|||
Income
taxes
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$
|
-
|
$
|
440,617
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The
accompanying notes are a integral part of these consolidated financial
statements.
5
PROFIRE
ENERGY, INC. AND SUBSIDIARY
Notes to
the Consolidated Financial Statements
June 30,
2010 and March 31, 2010
NOTE 1 -
CONDENSED FINANCIAL STATEMENTS
The
accompanying financial statements have been prepared by the Company without
audit. In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial
position, results of operations and cash flows at June 30, 2010 and for all
periods presented have been made.
Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted. It is suggested that
these condensed financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's March 31, 2010 audited
financial statements. The results of operations for the periods ended
June 30, 2010 and 2009 are not necessarily indicative of the operating results
for the full years.
NOTE 2 –
SIGNIFICANT ACCOUNTING POLICIES
Use of
Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results could differ
from those estimates.
Reclassification of
Financial Statement Accounts
Certain
amounts in the June 30, 2009 financial statements have been reclassified to
conform to the presentation in the June 30, 2010 financial
statements.
Inventory
In
accordance with ASC 330, the Company’s inventory is valued at the lower of cost
(the purchase price, including additional fees) or market based on using the
entire value of inventory. Inventories are determined based on the
first-in first-out (FIFO) basis.
As of
June 30, 2010 and March 31, 2010 inventory consisted of the
following:
June 30, 2010 | March 31, 2010 | ||||
Raw
materials
|
$
|
640,215
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$
|
612,599
|
|
Work
in progress
|
5,677
|
5,432
|
|||
Finished
goods
|
55,940
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53,527
|
|||
Reserve
for obsolescence
|
(46,896)
|
(46,879)
|
|||
Total
|
$
|
654,936
|
$
|
624,679
|
6
PROFIRE
ENERGY, INC. AND SUBSIDIARY
Notes to
the Consolidated Financial Statements
June 30,
2010 and March 31, 2010
NOTE 2 –
SIGNIFICANT ACCOUNTING POLICIES
Foreign Currency and
Comprehensive Income
The
Company’s functional currency is the Canadian dollar (CAD). The financial
statements of the Company were translated to United States Dollar (USD) using
year-end exchange rates for the balance sheet, and average exchange rates for
the statements of operations. Equity transactions were translated using
historical rates. The period-end exchange rates of 1.0480 and 1.0188 were used
to convert the Company’s June 30, 2010 and March 31, 2010 balance sheets,
respectively, and the statements of operations used weighted average rates of
1.0272 and 1.1678 for the three months ended June 30, 2010 and 2009,
respectively. All amounts in the financial statements and footnotes are presumed
to be stated in USD, unless otherwise identified. Foreign currency translation
gains or losses as a result of fluctuations in the exchange rates are reflected
in the Statement of Operations and Other Comprehensive Income
(Loss).
Recent Accounting
Pronouncements
The
Company has evaluated recent accounting pronouncements and their adoption has
not had or is not expected to have a material impact on the Company’s financial
position, or statements.
Income
Taxes
The
Company is subject to Canadian income taxes on its world-wide income with a
credit provided for foreign taxes paid. The effective rates of income
tax are 21.8% and 31.7% for the periods ended June 30, 2010 and 2009,
respectively.
NOTE 3 –
SUBSEQUENT EVENTS
In
accordance with ASC 855-10, the Company’s management has reviewed all material
events and determined there are no material subsequent events to
report.
7
Item
2. Management's Discussion and Analysis of Financial Condition
and Results of
Operations
This discussion summarizes
the significant factors affecting our consolidated operating results, financial
condition, liquidity and capital resources during the three months ended June
30, 2010 and 2009. For a
complete understanding, this Management’s Discussion and Analysis of Financial
Condition and Results of Operations should be read in conjunction with the Financial Statements and
Notes to the Financial
Statements contained in this quarterly report on Form 10-Q and our annual
report on Form 10-K for the year ended March 31, 2010.
Forward-Looking
Statements
This quarterly report contains
forward-looking statements as that term is defined in Section 27A of the United
States Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. These statements relate to future events or our future
financial performance. In some cases, you can identify
forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of
these terms or other comparable terminology. Such statements are
based on currently available financial and competitive information and are
subject to various risks and uncertainties that could cause actual results to
differ materially from our historical experience and our present
expectations. Undue reliance should not be placed on such
forward-looking statements as such statements speak only as of the date on which
they are made. These statements are only predictions and involve
known and unknown risks, uncertainties and other factors that may cause our or
our industry’s actual results, levels of activity, performance or achievements
to be materially different from any future results, levels of activity,
performance or achievements expressed or implied by these forward-looking
statements.
Forward-looking statements are
predictions and not guarantees of future performance or
events. Forward-looking statements are based on current industry,
financial and economic information, which we have assessed but which by its
nature is dynamic and subject to rapid and possibly abrupt
changes. Our actual results could differ materially from those stated
or implied by such forward-looking statements due to risks and uncertainties
associated with our business. We hereby qualify all our
forward-looking statements by these cautionary statements. We undertake no
obligation to amend this report or revise publicly these forward looking
statements (other than pursuant to reporting obligations imposed on registrants
pursuant to the Securities Exchange Act of 1934) to reflect subsequent events or
circumstances.
Throughout
this report, unless otherwise indicated by the context, references herein to the
“Company”, “we”, “our” or “us” and similar language means Profire Energy, Inc.,
a Nevada corporation, and its corporate subsidiaries and predecessors.
8
Overview
We are a provider of safe and efficient
burner-management systems and services for use in oilfield
combustion. In the oil and natural gas industry there are numerous
demands for heat generation and control. The product in pipelines and
storage tanks must be kept sufficiently warm to flow
efficiently. Equipment of all kinds, including line-heaters,
dehydrators, dewaterers, separators, treaters, amine reboilers, free-water
knockout systems, etc. require sources of heat to satisfy their various
functions. In addition to the need for combustion products to meet
heating demands, there is also a need for skilled combustion
technicians. Profire builds products and provides services designed
to address some of these needs.
Results of
Operations
Comparison of the three
months ended June 30, 2010 and 2009.
Total
Revenues
Our total revenues during the quarter
ended June 30, 2010 increased 15% compared to the quarter ended June 30,
2009. We have worked to expand our operations during the past quarter
with continuing efforts to research the sales possibilities in the
U.S. We believe the increase in revenues compared to the same
quarter of 2009 is primarily attributable to the rise in oil
prices. We knew some customers were delaying projects as they waited
to see what would happen with oil prices and demand before committing to new
capital expenditures. These factors combined with the positive effect
of the warmer summer weather, which allows some of our clients greater access to
their fields, and increased capital projects contributed to the rise in
sales.
During the quarter ended June 30, 2010,
product sales accounted for 82% of total revenues and service sales accounted
for 18% of total revenue. During the quarter ended June 30, 2009 the
mix of product and service sales was nearly unchanged with product sales at 79%
of total revenues and service sales accounting for 21% of total
revenue.
We expect total revenues will continue
to grow as we expand our operations, especially as our U.S. sales plan is
implemented. However, with the volatility in oil prices and the
general economic slowdown, we expect revenue growth to be more modest than it
was during the quarter ended June 30, 2010 until our U.S. sales operation
commences and stability returns to the economy.
9
Cost of Goods
Sold
Cost of goods sold during the three
months ended June 30, 2010 was $329,220 compared to $332,367 during the three
months ended June 30, 2009. As a percentage of total revenues, cost
of goods sold decreased to 42.7% of total revenues during the three months ended
June 30, 2010 compared to 49.6% the same three month period in
2009. This nearly 7% decrease is due to continued improvement in
pricing volume discounts from certain suppliers and more efficient assembly of
components before sale and installation. We anticipate that as
product sales increase in the coming year cost of goods sold will also
increase. However, with anticipated volume discounts and improved
efficiency we believe cost of goods sold, as a percentage of total revenues,
will not be significantly higher in fiscal 2011.
General and Administrative
Expenses
General and administrative expenses for
the three months ended June 30, 2010 were $360,639, a $11,137 or 3% increase
from $349,502 for the same three month period ended June 30,
2009. This increase in general and administrative expense was due to
the increased sales activity in the quarter. We expect overall
general and administrative expenses will continue to increase as we continue our
efforts to expand our business.
Payroll
Expense
Payroll expense during the three months
ended June 30, 2010 increased 5% to $177,933 from $169,374 for the three months
ended June 30, 2009. Payroll expense increased as a result of hiring
additional personnel, including a part-time sales director, in anticipation of
expansion and growth in sales. We anticipate payroll expense will
increase at a slower pace in the upcoming fiscal year as we continue efforts to
expand our sales force.
Loss from
Operations
The 15% increase in sales and 1%
decrease in cost of goods sold was offset by the 5% overall increase in
operating expenses. As a result we realized a net loss from
operations of $115,040 during the three months ended June 30, 2010 compared to
net loss from operations of $191,589 during the three months ended June 30,
2009.
Income Tax
Benefit
During the quarter ended June 30, 2010,
we realized an income tax benefit of $25,420 compared to an income tax benefit
of $61,822 during the quarter ended June 30, 2009. This income tax
benefit allows us to apply current year’s losses against outstanding income tax
liabilities and against future period income. This decrease in income
tax benefit was due to the fact that we realized a smaller net loss during the
first fiscal quarter 2011compared to the same period of fiscal 2010 and we had
fewer expenses that we could use to offset taxable income.
10
Net Income
(Loss)
For the foregoing reasons, we realized
a decrease in net loss of 31%, as net loss decreased to $91,426 during the first
fiscal quarter 2011 compared to a net loss of $133,073 during the first fiscal
quarter 2010.
Foreign Currency Translation
Gain (Loss)
The
consolidated financial statements are presented in U.S. dollars. Our
functional currency is Canadian dollars. The financial statements of
the Company were translated to U.S. dollars using year-end exchange rates for
the balance sheet and weighted average exchange rates for the statements of
operations. Equity transactions were translated using historical
rates. Foreign currency translation gains or losses as a result of
fluctuations in the exchange rates are reflected in the statement of operations
and comprehensive income.
Therefore,
the translation adjustment in the consolidated financial statements represents
the translation differences from translation of our financial statements. As a
result, the translation adjustment is commonly, but not always, positive if the
average exchange rates are lower than exchange rates on the date of the
financial statements and negative if the average exchange rates are higher than
exchange rates on the date of the financial statements.
During the three months ended June 30,
2010, we recognized a foreign currency translation loss of $91,340 compared to
foreign currency translation gain of $150,026 during the three months ended June
30, 2009 due to the increase of the value of the U.S. dollar against the
Canadian dollar during the quarter ended June 30, 2010.
Total Comprehensive Income
(Loss)
As a result of the increase in the
value of the U.S. dollar against the Canadian dollar and the resulting
recognition of a $91,340 foreign currency translation loss compared to a
$150,026 foreign currency translation gain during the quarter ended June 30,
2009, we realized total comprehensive loss of $185,240 during the three months
ended June 30, 2010 compared to total comprehensive gain of $16,618 during the
three months ended June 30, 2009.
Liquidity and Capital
Resources
Since inception, we have financed our
business primarily from cash flows from operations and loans from Company
executives. We have a $400,000 revolving credit line with a local
banking institution that we also use from time to time to satisfy short-term
fluctuations in cash flows. At June 30, 2010, we had $0 outstanding
on our line of credit.
11
As of June 30, 2010 we had current
assets of $3,418,589 and total assets of $4,034,839 including cash and cash
equivalents of $1,957,370. At June 30, 2010 total liabilities were
$730,750, all of which were current liabilities.
During the three months ended June 30,
2010 and 2009 cash was primarily used to fund operations. See below
for additional discussion and analysis of cash flow.
Three
months ended
|
|||||
June
30,
|
|||||
2010
|
2009
|
||||
Net
cash provided by (used in) operating activities
|
$
|
154,823
|
$
|
(6,283)
|
|
Net
cash used in investing activities
|
(88,693)
|
(4,270)
|
|||
Net
cash provided by financing activities
|
-
|
-
|
|||
Effect
of exchange rate changes on cash
|
(40,517)
|
20,007
|
|||
NET
INCREASE IN CASH
|
$
|
25,613
|
$
|
9,454
|
Net cash provided by our operating
activities during the three months ended June 30, 2010 was $154,823 as we had
expenditures for inventory which were offset by decreases in accounts receivable
and increases in accounts payable and accrued liabilities.
Net cash used in investing activities
during our first fiscal quarter 2011 was $88,693 as a result of the purchase of
fixed assets including office furniture and other equipment.
We have no current capital commitments
outside of general operations and do not anticipate any in the near
future. We believe between cash on hand and our revolving credit line
we have sufficient resources to meet our short-term cash needs.
Summary of Material Contractual
Commitments
The Company had no material contractual
commitments as of June 30, 2010.
Inflation
We believe that inflation has not had a
significant impact on our operations since inception.
Seasonality
Activity of our customers will
sometimes be affected by weather and season. As the majority of our
operations currently are in western Canada, sales may slow due to winter
conditions that may hamper the ability of our customers to build out new
locations or maintain and access current locations. We typically have
our strongest revenue growth cycles in the non-winter months, however due to the
economic conditions that prevailed during this past year and the abnormal jump
in sales during the quarters ended December 31, 2009 and March 31, 2010 this
effect was not as pronounced as in past years. As we expand southward
into the United States we anticipate this effect to diminish.
12
Off-Balance Sheet
Arrangements
As of June 30, 2010 we had no
off-balance sheet arrangements.
Item
3. Quantitative and Qualitative Disclosure about Market
Risk
We are a smaller reporting company, as
defined in Rule 12b-2 promulgated under the Securities Exchange Act of
1934, and accordingly we are not required to provide the information required by
this Item.
Item
4. Controls and Procedures
Management
is responsible for establishing and maintaining adequate internal control over
financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the
Securities Exchange Act of 1934, as amended. Our internal control
over financial reporting is designed to ensure that information required to be
disclosed in reports filed under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), is recorded, processed, summarized and reported within the
time periods specified in the rules and forms of the Securities and Exchange
Commission, and that such information is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer,
as appropriate, to allow timely decisions regarding required disclosure and to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with U.S. generally accepted accounting principles.
As of June 30, 2010 we conducted an
evaluation, under the supervision and with the participation of our principal
executive officer and principal financial officer, of the effectiveness of our
internal control over financial reporting based on the criteria for effective
internal control over financial reporting established in “Internal
Control — Integrated Framework,” issued by the Committee of Sponsoring
Organizations (COSO) of the Treadway Commission. Based upon this
assessment, we determined that there are material weaknesses affecting our
internal control over financial reporting.
The
matters involving internal controls and procedures that our management considers
to be material weaknesses under COSO and SEC rules are: (1) lack of a
functioning audit committee and lack of independent directors on the Company’s
board of directors, resulting in ineffective oversight in the establishment and
monitoring of required internal controls and procedures; (2) inadequate
segregation of duties consistent with control objectives; (3) insufficient
written policies and procedures for accounting and financial reporting with
respect to the requirements and application of US GAAP and SEC disclosure
requirements; and (4) ineffective controls over period end financial disclosure
and reporting processes. The aforementioned potential material
weaknesses were identified by our Chief Financial Officer in connection with the
preparation of our financial statements as of June 30, 2010, who communicated
the matters to our management and board of directors.
13
Management
believes that the material weaknesses set forth in items (2), (3) and (4) above
did not have an effect on our financial results. However, the lack of a
functioning audit committee and lack of a majority of independent directors on
our board of directors, resulting in ineffective oversight in the establishment
and monitoring of required internal controls and procedures, can impact our
financial statements for the future years.
Management’s
Remediation Initiatives
Although
we are unable to meet the standards under COSO because of the limited funds
available to a company of our size, we are committed to improving our financial
organization. As funds become available, we will undertake to: (1)
create a position to segregate duties consistent with control objectives, (2)
increase our personnel resources and technical accounting expertise within the
accounting function (3) appoint one or more outside directors to our board of
directors who shall be appointed to the audit committee of the Company resulting
in a fully functioning audit committee who will undertake the oversight in the
establishment and monitoring of required internal controls and procedures; and
(4) prepare and implement sufficient written policies and checklists which will
set forth procedures for accounting and financial reporting with respect to the
requirements and application of US GAAP and SEC disclosure requirements.
We will
continue to monitor and evaluate the effectiveness of our internal controls and
procedures and our internal control over financial reporting on an ongoing basis
and are committed to taking further action and implementing additional
enhancements or improvements, as necessary and as funds allow. However,
because of the inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance that misstatements due to error or fraud
will not occur or that all control issues and instances of fraud, if any, within
the Company have been detected. These inherent limitations include the
realities that judgments in decision making can be faulty and that breakdowns
can occur because of simple error or mistake. The design of any system of
controls is based in part on certain assumptions about the likelihood of future
events, and there can be no assurance that any design will succeed in achieving
its stated goals under all potential future conditions. Projections of any
evaluation of controls effectiveness to future periods are subject to risks.
PART
II - OTHER INFORMATION
Item
1A. Risk Factors
In
addition to the other information set forth in this Quarterly Report, you should
carefully consider the risks discussed in our Annual Report on Form 10-K for the
year ended March 31, 2010, which risks could materially affect our business,
financial condition or future results. These risks are not the only risks facing
our Company. Additional risks and uncertainties not currently known to us or
that we currently deem to be immaterial also may materially adversely affect our
business, financial condition or future results.
14
Item
6. Exhibits
Exhibits. The following
exhibits are included as part of this report:
Exhibit
31.1
|
Certification
of Principal Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
|
Exhibit
31.2
|
Certification
of Principal Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
|
Exhibit
32.1
|
Certification
of Principal Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
|
Exhibit
32.2
|
Certification
of Principal Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
SIGNATURES
In accordance with Section 12 of the
Securities Exchange Act of 1934, the registrant caused this report to be signed
on its behalf, thereunto duly authorized.
|
PROFIRE
ENERGY, INC.
|
Date:
|
August
11, 2010
|
By:
|
/s/
Brenton W. Hatch
|
|||
Brenton
W. Hatch
|
||||||
Chief
Executive Officer
|
Date:
|
August
11, 2010
|
By:
|
/s/
Andrew Limpert
|
|||
Andrew
Limpert
|
||||||
Chief
Financial Officer
|
15