Company Description Spectra Inc., (the “Company”), through its wholly owned subsidiary, Spectra Products Inc., supplies products to the transportation industry. The current product line includes a visual brake stroke indicator, Brake Safe®, that permits vehicle drivers and maintenance personnel to visually determine the brake adjustment condition of a truck, trailer or bus equipped with an air activated brake system. The Company’s electronic version of Brake Safe® is an air brake diagnostic system called Brake Inspector® . This product provides an in-cab display of air brake status and permits diagnosis of various existing and potential brake problems with the foundation brakes of trucks, trailers and buses. The Company also supplies an anticorrosion lubricant called Termin-8r® to the transportation industry and Zafety Lug Lock® a product that prevents wheel-end lug nuts from loosening leading to wheel damage or wheel loss.
The Company’s product includes Hub Alert® a heat sensitive label that is applied to each wheel hub of trucks, trailers, buses and off road vehicles to provide an early warning of critical temperature threshold levels where safety and maintenance issues may be pending. The Company introduced in the fourth quarter of 2014 a new product, the Arrow Logger™. This system is designed to work in conjunction with the Brake Safe® product by providing enhanced brake monitoring. The Company manufactures its Brake Safe® , Arrow Logger™ and Brake Inspector® products utilizing subcontract suppliers and receives the product components for select subassembly and packaging. The Termin-8r® product line is blended, packaged and shipped to the Company’s warehouse ready for shipping to customers or in the case of private label shipped direct to the customer form the packaging facility. The Company distributes Zafety Lug Lock® under a non-exclusive distribution arrangement with Tafcan Consulting Ltd and Hub Alert® is distributed under a distribution agreement with Martec International on an exclusive basis for Canada and a non-exclusive basis for the U.S. The Company’s products are sold to the transportation industry directly to “house account” fleets; through traditional transportation distributors and truck/trailer dealerships; and to several trailer manufacturers.
Spectra Inc. Financial Statements and MD&A Highlights(Ending June 30th 2015)
The company has had six quarters of profitable revenue growth as shown below. This current quarter there was a significant rise in sales which should keep trending upward as Spectra gains more exposure across North America and overseas.
Current Quarter Sales(Ending June 30th) Revenue: $529,252 Net Income: $91,421
Last Six Quarters (Breakdown)
Q1 March 31, 2014 Revenue: $357,447 Net Income: $5,939
Q2 June 30, 2014 Revenue: $332,726 Net Income: $13,663
Q3 September 30, 2014 Revenue: $394,364 Net Income: $15,788
Q4 December 31, 2014 Revenue: 349,020 Net Income: $10,210 Q1 March 31,2015 Revenue: $352,031 Net Income: $18,049
Q2 June 30, 2015 Revenue: $529,252 Net Income: $91,421
LIABILITIES Accounts Payable: $250,042 Loans Payable: $350,000 Royalty Debenture: $658,828 (Not due until 2019) Convertible Debenture: $937,500 (6% Dividend waived in 2014 and 2015) For additional Liability information, please see below.
MD&A Highlights Results of Operations Revenue: Three months ended June 30, 2015 Revenue for the three months ended June 30, 2015 increased by 59 percent to $529,252 compared to revenue of $332,726 for the three-month period ended June 30, 2014. The quarterly increase in revenue is mostly attributable to increases in sales in of Brake Safe® of $97,002 from the same period in 2014 to $255,559, Termin-8r® of $11,370 from the same 2014 period to $108,804, sales of Zafety Lug Lock® which increased by $53,833 to $109,844, sales of Hub Alert® of $823 from the same period in 2014 to $7,318 and sales of Arrow Logger™ our new product of $2,212. These increases were offset by decreases in sales of Brake Inspector® which had sales of $6,096 in 2015, compared to sales in 2014 of $8,298.
Net income Three months ended June 30, 2015 The net income for the three months ended June 30, 2015 was $91,421 or $0.00 per share basic and fully diluted compared to net income of $13,663 or $0.00 per share basic and fully diluted for the three months ended June 30, 2014.
Six months ended June 30, 2015 The net income for the six months ended June 30, 2015 was $109,470 or $0.00 per share basic and fully diluted compared to net income of $19,602 or $0.00 per share basic and fully diluted for the six months ended June 30, 2014.
Balance Sheet: Total Assets Total assets as at June 30, 2015 were $479,131 an increase of 40 percent from $342,678 as at December 31, 2014. Liquidity and Cash Flow Six months ended June 30, 2015 During the six months ended June 30, 2015, the Company earned $52,222 from operating activities compared to earning $10,519 in operations during the same period in 2014. Non-cash items contributed $70,203 for the period compared to $74,684 for the six months ended June 30, 2014. The Company had no loan repayments in the six months ended June 30, 2015, compared to net loan repayments of $20,000 in the six months ended June 30, 2014. In the six months ended June 30, 2015, the Company made an investment of $49 in a new private company and made a loan advance of $25,000 to that company. The combined result of these factors was a net increase in cash resources of $27,173 and a cash resources balance at the end of the period of $74,256. During the equivalent period in 2014, the Company showed a net reduction in cash resources of $9,481 and a cash resources balance of $10,442 at the end of the period.
The Company continues to focus its efforts on expanding the present market for its products while introducing those products into new markets as well as seeking out new products to complement our other offerings.
The Company’s Brake Safe® product is well established in the Canadian market and inroads are now being made into the lucrative American market. With the implementation of its new, aggressive, safety enforcement and monitoring program, CSA (Compliance, Safety, Accountability), the Federal Motor Carrier Safety Administration is bringing the focus onto unsafe Carriers and unsafe Drivers in the US transportation industry. A significant increase in roadside enforcement, citations and fines for all driver and vehicle violations will impact positively on the sales growth of Brake Safe® and Zafety Lug Lock® products. A program is being developed to educate companies of these enforcement changes and the resulting increased intervention by regulatory agencies in order to capitalize on sales opportunities for Brake Safe® and Zafety Lug Lock® .
The Company introduced in the first quarter of 2015 a “buy direct from the manufacturer” program for U.S. fleets and owner operators to increase the awareness of Brake Safe® in the U.S. market. This program is being supported by sustained advertising in select U.S. media and the addition of e-commerce capability on the Company’s website. The Company has entered into a sponsorship arrangement with Kevin Rutherford a radio personality and author of several books for the professional truck driver. Sponsorship is providing widespread exposure to the independent owner/operator trucking segment. Exposure includes prominence on the Let’s Truck website and access to its 30,000 members, frequent blogs featuring the Company’s products as well as interviews with Mr. Rutherford over Sirius XM Satellite radio. The Company will continue to sell Brake Safe® through its existing U.S. distributors.
The Company’s Termin-8R® product continues to receive strong industry acceptance with a corresponding growth in sales to the transportation segment. The second private label arrangement, introduced in 2010 and made for a major supplier to the commercial transport industry, is proving to be a strong performer with 2014 private label sales now being more than 10% ahead of the same period in 2014. The company believes that developing new private label arrangements will be a key to the ongoing growth in the sales of this product.
Zafety Lug Lock® continues to make good inroads into the marketplace with new interest from overseas. The Company’s newly introduced product, Arrow Logger™, has been designed to complement the Brake Safe® product line with enhanced brake adjustment monitoring. The system allows drivers to inspect brake adjustment during roadside operation without the need to apply the service brake, usually a 2 person operation. The Company anticipates a very positive response to the Arrow Logger™ from existing and potential Brake Safe® customers. While initial sales have been slow, these are expected to grow as the market becomes more aware of the product.
Initial interest in Hub Alert® and new marketing efforts have been introduced to try to stimulate sales. At the end of the second quarter, the Company made an investment in Cotter Pin Solutions Inc. This company has been established to manufacture and sell an innovative new product, the Anti-Seize Cotter Pin. This product solves a major maintenance issue plaguing the industry, the seizing of slack adjuster clevis pins and the resulting time consuming and costly process of their free-up or removal . Seized or binding clevis pins can affect brake performance. The Company has a 49% equity position in Cotter Pin Solutions with the product’s inventor, Jorge Goncalves, retaining 51% equity.
The Company will continue to form strategic distribution alliances to accelerate its sales outside the Canadian marketplace.
The Company may seek sufficient additional funds to provide working capital, inventory and capital equipment as needs arise, but at the moment, cash flow from operations is sufficient to support current needs. Until such time as present market conditions improve, the Company will continue the cost-saving measures introduced in 2009 to reduce overhead and improve cash flow.
Debt Information For SSA.V
Summary - Royalty Debenture not due until 2019(issued in 2004 and has 15 years) - Convertible Preferred ongoing but 6% dividend waived in 2014 and 2015 - Loan Payable is standard
From Annual Information: 10. Royalty Debenture On August 6, 2004 the Company closed a debenture financing arrangement with DVOF whereby DVOF advanced $750,000 to Spectra's subsidiary, SPI. In consideration of the advance of these funds, DVOF is entitled to receive royalty payments equal to the greater of $100,000 per annum or 10% of the total annual gross revenue generated by SPI. Twenty-five percent of each royalty payment shall be allocated against the principal amount of the debenture. The royalty payments shall continue until the earlier of (i) the date that the royalty debenture has been fully repaid and (ii) 15 years from issue date, at which time any remaining principal amount shall be due. As additional consideration, the Company issued 3,000,000 bonus shares to DVOF at a price of $0.05 per share. The royalty debenture is secured by all the assets of SPI by way of a floating charge in favour of DVOF.
From recent quarterly: 11. Convertible Preferred Shares On June 1, 2007, SPI completed a $750,000 private placement with DVOF where SPI issued 750 convertible preferred shares (the “Preferred Shares”) for proceeds of $667,500 and Spectra issued 1,500,000 common shares at a market value of $0.055 per share for proceeds of $82,500. The Preferred Shares pay a 6% cumulative annual dividend, payable quarterly, commencing January 1, 2009; are redeemable; are retractable commencing May 31, 2016 (extended by mutual agreement previously from May 31, 2015 and originally from May 31, 2010) for $1,250 per share; are non-voting and are convertible into 1,000 common shares of SPI which would represent a 14.11% ownership interest, bringing their interest at that time to 42.91%. DVOF received 750 warrants to subscribe to an additional 750 preferred shares of SPI at a price of $1,000 each, exercisable until December 31, 2013. These warrants have now expired. At June 30, 2015, the convertible preferred shares have accreted to $937,500 (2014 - $937,500). By agreement, the dividends due by SPI in 2014 and 2015, amounting to $45,000 each year, have been waived.
From Recent Quarterly: $350K Loan Payable is (Note 9) As discussed in note 9, SPI issued 50 (2014 – 50) common shares to DVOF. The transaction resulted in a reduction of Spectra’s ownership interest in SPI from 72.09% to 71.20%. The Company recorded a $37,500 gain on the issuance of SPI’s common shares in 2015 (2014 - $37,500), recognized in equity.
As well, there is no rollback planned due to the low price. 2015 Proxy statement below:
Appointment of Proxyholder I/We being holder(s) of Spectra Inc. hereby appoints: Michael R. Faye, of the City of Brampton, in the Province of Ontario or failing him/her Andrew J. Malion, of the City of Toronto, in the Province of Ontario. OR Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein. as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General and Special Meeting of shareholders of Spectra Inc. to be held at the offices of Burnett, Duckworth & Palmer LLP, Suite 2400, 525 – 8th Avenue S.W. Calgary, Alberta on Thursday, August 13, 2015 at 9:30 a.m. (Calgary time) and at any adjournment or postponement thereof. VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES. 1. Number of Directors To set the number of directors at Four (4). For Against 2. Election of Directors 01. Andrew J. Malion For Withhold 02. Michael R. Faye For Withhold 03. Kam Patel For Withhold 04. Jorge Goncalves 3. Appointment of Auditors Appointment of SF Partnership LLP of Toronto as Auditors of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration. For Withhold 4. Approval of the Stock Option Plan To consider and, if thought appropriate, to pass with or without variation an ordinary resolution ratifying the Corporation’s existing stock option plan.
SPECTRA INC. ANNOUNCES CFO PURCHASES CONVERTIBLE PREFERRED SHARES AND DEBENTURE OF SPECTRA PRODUCTS INC.
CABE Financial Corp. has acquired the royalty debenture and convertible preferred shares held by Dynamic Venture Opportunities Fund in Spectra Inc.'s partially owned subsidiary company, Spectra Products Inc. (SPI), as well as 1,315 common shares in SPI also owned by Dynamic Venture Opportunities Fund.
The president, and a shareholder, of CABE is Glen Campbell, a director, chief financial officer and chairman of both Spectra and SPI.
CABE has also agreed, after completion of the transaction, to amend the terms of the convertible preferred shares to waive the right of CABE to convert such convertible preferred shares to 1,000 common shares of SPI. This waiver ensures Spectra's 67.73-per-cent ownership percentage in SPI will not be reduced in the future as a result of the conversion right previously attached to convertible preferred shares.
CABE further agreed, after completion of the transaction, to extend the date upon which the convertible preferred shares could be called for redemption. Currently, this date is May 31, 2018. The retraction privileges will now be amended to a series of dates extending into 2020. These extended retraction dates will allow SPI to better manage its cash flow to enable it to meet these new redemption dates.
The transfer of ownership to CABE of the 1,315 common shares in SPI, the royalty debenture and the convertible preferred shares was approved by the board of directors of both Spectra and SPI.
Spectra, through its subsidiary, SPI, is the Toronto-based North American designer, manufacturer and distributor of Brake Safe, the visual brake stroke indicating system; Brake Inspector, the company's electronic in-cab air brake diagnostic system; and the Termin-8R line of anti-corrosion and extreme pressure lubricants.
LIABILITIES Accounts Payable: $123,630 Royalty Debenture: $625,475 (Owed To DVOF) Convertible Debenture: $568,131 (Owed To DVOF, Due August 2019) Total Liabilities: $1,407,246
Sales By Region For 2017(Q1-Q3) Canada: $708,782 (Last Year - $793,476) China: $28,894 (Last Year - $0) United States: $594,916 (Last Year - $413,175) Total Sales: $1,332,592 (Last Year - $1,206,651)
Revenue/Profit Over Last Four Years 2014 - $1,440,000 - $45,000 2015 - $1,820,000 - $189,000 2016 - $1,550,000 - $152,000 2017 - $1,333,000 - $191,000 (9 Months Only, Q4 Out In March 2018)
In 2017, the Company derived 45% (2016 – 34%) of its revenue from sales to the United States and 2% of its sales from China (2016 – 0%). The Company’s equipment is located in Canada.
In 2017, the Company derived sales from three customers amounting to 53% of the total sales revenue (2016 – three customers amounting to 38% of the total revenue).
Capital Disclosures The Company’s capital structure is comprised of interest bearing debt, a royalty debenture and shareholders’ deficiency. There are no restrictions on the Company’s capital. In order to maintain and adjust its capital structure, the Company may issue share capital, issue new debt and refinance existing debt.
Three months ended September 30, 2017 Revenue for the three months ended September 30, 2017 increased by 26 percent to $432,186 compared to revenue of $342,034 for the three-month period ended September 30, 2016. The increase in revenue is attributable to increases in sales of Termin-8r® from $121,566 to $138,882; Brake Safe® from $141,749 to $193,172; Zafety Lug Lock® from $36,156 to $63,035; and Hub Alert® from $4,788 to $5,248; offset by decreases in sales of Brake Inspector® from $8,843 to $2,244; Arrow Logger® from $888 to $361 and sundry income from $29,820 to $29,244.
Nine months ended September 30, 2017 Revenue for the nine months ended September 30, 2017 increased by 10 percent to $1,332,592 compared to revenue of $1,206,651 for the nine-month period ended September 30, 2016. The increase in revenue is attributable to increases in sales of Termin-8r® from $370,212 to $424,223; Brake Safe® from $539,762 to $583,496; Zafety Lug Lock® from $142,217 to $158,983; Hub Alert® from $18,474 to $23,253; and sundry income from $96,001 to $121,389; offset by decreases in sales of Brake Inspector® from $37,609 to $19,603 and Arrow Logger® from $2,376 to $1,645.
Gross Profit: Three months ended September 30, 2017 Gross profit increased by $11,822 for the three months ended September 30, 2017 to $224,690 or 52 percent of revenue from a comparable $212,868 or 62 percent of revenue for the three months ended September 30, 2016.
OUTLOOK The Company continues to focus its efforts on expanding the present market for its products while introducing those products into new markets. As well the Company is seeking out new product to complement other wheel end safety products, Brake Safe®, Hub Alert® and Zafety Lug Lock®
Spectra Products Inc. is the only company in North America that provides one stop shopping for wheel end safety products in the transportation industry. Brake Safe® addresses the number one out of service violation in North America during road side inspections being brakes out of adjustment. Zafety Lug Lock® and Hub Alert® address the very serious wheel off situation of trucks and trailer losing a wheel and impacting another vehicle causing major damage or potentially causing fatalities.
The Company’s Brake Safe® product is well established in the Canadian market and as previously reported Spectra Products Inc. is executing its strategy to expand its Brake Safe® visual brake stroke indicator and diagnostic tool into the lucrative U.S. Transportation Industry. The brake violation issues are receiving a tremendous amount of attention from U.S. media as well as increased enforcement resulting in vehicles being put out of service and affecting Fleet safety records. This growing awareness is having a very positive impact on sales of Brake Safe® in the U.S. market.
The Company’s Termin-8r®product continues to receive strong industry acceptance with a corresponding growth in sales to the transportation segment. The second private label arrangement, introduced in 2010 for a major supplier to the commercial transport industry, is proving to be a strong performer with 2017 private label sales, by dollar amount, now being 81% of total Termin-8r®product sales compared to 71% of total sales during the same period in 2016.