10-Q 1 ibt10qfeb1411final.htm INTERNATIONAL BARRIER TECHNOLOGY, INC. FORM 10Q International Barrier Technology, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.


FORM 10-Q



[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934

For the quarterly period ended December 31, 2010


[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934

For the transition period from ________ to ________


Commission file number: 000-20412



International Barrier Technology Inc.

(Exact name of registrant as specified in its charter)



         British Columbia, Canada                               N/A        

(State or Incorporation or Organization)              (IRS Employer ID No.)


510 4th Street North, Watkins, Minnesota, USA  55389

(Address of principal executive offices)


Issuer’s Telephone Number, 320-764-5797


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.

Yes xxx   No ____


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).  

Yes ____  No ____


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:


Large accelerated filer [ ]                  Accelerated filer         [ ]

Non-accelerated filer   [ ]                  Smaller reporting company [X]


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes ___   No XXX


Indicate the number of shares outstanding of each of the issuer's classes of common stock as of 1/31/2011: 44,414,926 Common Shares w/o par value





1




PART I

FINANCIAL INFORMATION




ITEM 1.  FINANCIAL STATEMENTS



 


















INTERNATIONAL BARRIER TECHNOLOGY INC.

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010

(Stated in US Dollars)

(Unaudited)




2



INTERNATIONAL BARRIER TECHNOLOGY INC.

INTERIM CONSOLIDATED BALANCE SHEETS

December 31, 2010 and June 30, 2010

(Stated in US Dollars)

(Unaudited)


 

December 31,

June 30,

ASSETS

2010

2010

 

 

 

 

 

 

Current

 

 

Cash and cash equivalents

$

420,345

$

863,121

Accounts receivable

55,707

102,098

Inventory – Note 3

218,252

255,830

Prepaid expenses and deposits

29,209

50,860

 

 

 

 

723,513

1,271,909

Property, plant and equipment

3,487,528

 3,585,058

Patent, trademark and technology rights

82,481

145,289

 

 

 

 

$

4,293,522

$

5,002,256

 

 

 

LIABILITIES

 

 

 

Current

 

 

Accounts payable and accrued liabilities

$

342,388

$

369,457

Derivative liability – Notes 4 and 6

1,245,800

2,519,600

     Current portion of long term debt – Note 5

103,167

71,225

     Current portion of obligation under capital leases

55,231

54,593

 

 

 

 

1,746,586

3,014,875

Long-term debt – Note 5

196,848

484,360

Obligation under capital leases

262,289

289,818

 

 

 

 

2,205,723

3,789,053

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

Common stock – Note 6

 

 

Authorized:

 

 

100,000,000 common shares without par value

 

 

Issued:

 

 

44,414,926

common shares (June 30, 2010: 44,414,926

common shares)


15,457,697


15,457,697

Additional paid-in capital

1,032,457

1,012,052

Accumulated deficit

(14,402,355)

(15,256,546)

 

 

 

 

2,087,799

1,213,203

 

 

 

 

$

4,293,522

$

5,002,256




SEE ACCOMPANYING NOTES

3



INTERNATIONAL BARRIER TECHNOLOGY INC.

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

for the three and six months ended December 31, 2010 and 2009

(Stated in US Dollars)

(Unaudited)


 

Three months ended

Six months ended

 

December 31,

December 31,

 

2010

2009

2010

2009

 

 

 

 

 

Sales – Note 8

$

877,224

$

790,773

$

1,756,493

$

1,372,253

Cost of sales

818,020

696,526

1,613,641

1,246,238

 

 

 

 

 

Gross profit

59,204

94,247

142,852

126,015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Administrative expenses

 

 

 

 

Accounting and audit fees

24,333

10,775

56,634

51,351

Filing fees

7,926

6,601

8,997

6,601

Insurance

22,754

15,082

49,817

37,229

Interest and bank charges

176

17

353

53

Legal

22,841

11,110

32,867

19,028

Office and miscellaneous

13,573

14,379

26,187

26,717

Sales, marketing, and investor relations

41,840

4,888

114,735

7,799

Telephone

2,902

2,606

5,946

4,838

Transfer agent fees

5,542

-

5,542

3,705

Travel, promotion and trade shows

6,688

11,072

19,463

15,498

Wages and management fees – Note 7

(60,147)

119,205

20,977

250,219

 

 

 

 

 

 

88,428

195,735

341,518

423,038

 

 

 

 

 

Loss before other items

(29,224)

(101,488)

(198,666)

(297,023)

 

 

 

 

 

Other items:

 

 

 

 

Foreign exchange and other

18,709

(508)

33,183

11,442

Interest on Long Term Debt

(12,566)

(22,185)

(27,326)

(44,240)

Change in Fair Value of Derivative Liability

831,000

-

1,047,000

-

 

 

 

 

 

 

837,143

(22,693)

1,052,857

(32,798)

 

 

 

 

 

Net income (loss) and comprehensive income (loss) for the period

$

807,919

$

(124,181)

$

854,191

$

(329,821)

 

 

 

 

 

Basic income (loss) per share

$             0.02

$           (0.00)

$             0.02

$           (0.01)

 

 

 

 

 

Diluted Income (loss) per share

$             0.02

$           (0.00)

$             0.02

$           (0.01)

 

 

 

 

 

Weighted average number of shares outstanding

44,414,926

29,414,926

44,414,926

29,414,926

 

 

 

 

 

Diluted weighted average number of shares outstanding

46,859,948

29,414,926

44,853,369

29,414,926

 

 

 

 

 




SEE ACCOMPANYING NOTES

4



INTERNATIONAL BARRIER TECHNOLOGY INC.

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

for the six months ended December 31, 2010 and 2009

(Stated in US Dollars)

(Unaudited)



 

 

Six months ended

 

 

December 31,

 

 

 

2010

2009

 

 

 

 

 

Operating Activities

 

 

 

 

Net income (loss) for the period

 

 

$

854,191

$

(329,821)

Items not involving cash:

 

 

 

 

Amortization – plant and equipment

 

133,632

127,766

                    – trademark and technology costs

 

62,808

63,608

Stock-based compensation  - wages and management fees

(234,800)

-

                                             - investor relations fees

28,405

-

Change in fair value of derivative liability

 

(1,047,000)

-

Changes in non-cash working capital:

 

 

Accounts receivable

 

 

46,391

121,021

Prepaid expenses

 

 

21,651

24,624

Inventory

 

 

37,578

72,966

Accounts payable and accrued liabilities

 

 

(27,069)

(123,541)

Deferred revenue

 

 

-

11,911

 

 

 

 

 

 

 

 

(124,213)

(31,466)

 

 

 

 

 

Investing Activity

 

 

 

 

Acquisition of plant and equipment

 

 

(36,102)

-

 

 

 

 

 

Financing Activities

 

 

 

 

Long term debt obligations

 

 

(255,570)

(29,852)

Capital lease obligations

 

 

(26,891)

(27,780)

 

 

 

 

 

 

(282,461)

(57,632)

 

 

 

 

 

Change in cash during the period

 

 

(442,776)

(89,098)

 

 

 

 

 

Cash and cash equivalents, beginning of the period

 

863,121

210,723

 

 

 

 

 

Cash and cash equivalents, end of the period

 

 

$

420,345

$

121,625

 

 

 

 

 

Supplementary cash flow information:

 

 

Cash paid for:

 

 

Interest

$

27,326

$

44,240

 

 

 

Income taxes

$

-

$

-

 

 

 




SEE ACCOMPANYING NOTES

5



INTERNATIONAL BARRIER TECHNOLOGY INC.

INTERIM CONSOLIDATED STATEMENT CHANGES IN STOCKHOLDERS’ EQUITY

for the period ended December 31, 2010

(Stated in US Dollars)

(Unaudited)



 

Common Stock

Additional

 

 

 

Issued

 

Paid-in

Accumulated

 

 

Shares

Amount

Capital

Deficit

Total

 


 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2009

29,414,926

$

15,079,071

$

1,012,052

$

(12,926,979)

$

3,164,144

Issued for cash pursuant to private placement – at $0.0988

15,000,000

 1,482,974

-

-

1,482,974

Less: Proceeds allocated to warrants

-

(1,083,000)

-

-

(1,083,000)

Less:  Share Issue Costs

-

(21,348)

-

-

(21,348)

Net loss for the year

-

-

-

(2,329,567)

(2,329,567)

 

 

 

 

 

 

Balance, June 30, 2010

44,414,926

15,457,697

1,012,052

(15,256,546)

1,213,203

 

 

 

 

 

 

Reclassification of derivative liability on cancellation of stock options – Note 6

-

-

20,405

-

20,405

Net income for the period

-

-

-

854,191

854,191

 

 

 

 

 

 

Balance, December 31, 2010

44,414,926

$15,457,697

$

1,032,457

$

(14,402,355)

$

2,087,799

 

 

 

 

 

 




SEE ACCOMPANYING NOTES





6



INTERNATIONAL BARRIER TECHNOLOGY INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010

(Stated in US Dollars)

(Unaudited)


Note 1

Nature of Operations and Ability to Continue as a Going Concern


The Company develops, manufactures and markets proprietary fire resistant building materials branded as Blazeguard in the United States of America and, as well, the Company owns the exclusive U.S. and international rights to the Pyrotite® fire retardant technology.


These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) on a going concern basis, which assumes that the Company will continue to realize its assets and discharge its obligations and commitments in the normal course of operations. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At December 31, 2010 the Company had an accumulated deficit of $14,402,355 (June 30, 2010 - $15,256,546) since its inception and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers obtaining additional funds by equity financing and/or from bank financing. While the Company is expending its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds for operations.


The Company was incorporated under the British Columbia Company Act and is publicly traded on the TSX Venture Exchange in Canada (“TSX-V”) and the OTC Bulletin Board in the United States of America.


These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein. It is suggested that these interim consolidated financial statements be read in conjunction with the audited consolidated financial statements of the Company for the year ended June 30, 2010. The interim results are not necessarily indicative of the operating results expected for the full fiscal year ending on June 30, 2011. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures herein are adequate to make the information presented not misleading.





7



International Barrier Technology Inc.

Notes to the Consolidated Financial Statements

December 31, 2010 and 2009

(Unaudited - Stated in US Dollars)





Note 2

Significant Accounting Policies


Fair Value Measurements


The book value of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, bank loan facility, long-term debt and obligation under capital leases approximate their fair values. The fair value hierarchy under GAAP is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:


Level 1- quoted prices (unadjusted) in active markets for identical assets or liabilities;


Level 2 - observable inputs other than Level I, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and


Level 3 - assets and liabilities whose significant value drivers are unobservable by little or no market activity and that are significant to the fair value of the assets or liabilities.


As at December 31, 2010, the Company’s Level 3 liabilities consisted of the warrants issued in connection with the Company’s offering of equity units in a private placement and share purchase options granted to non-employees. The resulting Level 3 liabilities have no active market and are required to be measured at their fair value each reporting period based on information that is unobservable. A summary of the Company’s Level 3 liabilities for the six months ended December 31, 2010 and the 12 months ended June 30, 2010 is as follows:


 

 

Beginning Fair

Value of

Level 3

Liabilities

 

Issuance of

Level 3

liabilities

 

Transfers  

to Level 3

liabilities

 

Change in fair

value of Level 3

liabilities

included in

earnings

 

Ending

Fair Value of

Level 3

Liabilities

 

 

 

 

 

 

 

 

 

 

 

For the six months ended December 31, 2010

$

2,050,600

$

10,745

$

6,626

$

(1,076,671)

$

991,300

 

 

 

 

 

 

 

 

 

 

 

For the 12 months  ended June 30, 2010

$

-

$

1,083,000

$

31,900

$

935,700

$

2,050,600


Recent Accounting Pronouncements Not Yet Adopted


In April 2010, the FASB issued ASU No. 2010-13, “Compensation – Stock Compensation,” or ASU 2010-13, which amends ASC Topic 718 to address the classification of an employee share-based payment award with an exercise price denominated in a currency of a market in which the underlying security trades. Specifically, an employee share-based payment award denominated in a currency of a market in which a substantial portion of the entity’s equity securities trades should not be considered to contain a condition that is not a market, performance or service condition and therefore would not classify the award as a liability if it otherwise qualifies as equity. This update is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. The Company is currently evaluating the effect of ASU 2010-13 will have on its financial statements.





8



International Barrier Technology Inc.

Notes to the Consolidated Financial Statements

December 31, 2010 and 2009

(Unaudited - Stated in US Dollars)




Note 3

Inventory


 

December 31

June 30

 

2010

2010

 

 

 

 

 

 

Raw materials

$

133,763

$

179,105

Finished goods

84,489

76,725

 

 

 

 

$

218,252

$

255,830


Note 4

Warrant Liability


During the year ended June 30, 2010, the Company sold 15,000,000 units at $ 0.10 CDN per unit for total proceeds of $1,482,974 ($1,500,000 CDN). Each unit consisted of one common share and one common share purchase warrant entitling the holder to purchase an additional common share at $CDN 0.15 for a period of two years. Upon the adoption of the guidance in ASC 815-40-15 which became effective for the fiscal year that commenced July 1, 2009, the Company recorded the warrants issued as derivative liabilities due to their exercise price being denominated in a currency other than the Company’s US dollar functional currency.

The warrant liability is accounted for at its respective fair values as follows:


 

2010

2009

 

 

 

Fair value of warrant liability, June 30, 2010

$    2,010,000

$               -

 

 

 

Change in fair value of warrant liability for the period

     (1,047,000)

 

 

 

 

Fair value of warrant liability at December 31, 2010

$       963,000

$               -

 



The Company used the Black-Scholes model to estimate the fair value of the warrants with the following assumptions:

 

At December 31, 2010

At June 30, 2010

 

 

 

Expected life (years)

1.21

1.72

Risk-free interest rate

0.29%

0.32%

Expected volatility

146.81%

145.84%

Expected dividend yield

0.0%

0.0%



The warrant liability will be re-valued at the end of each reporting period with the change in fair value of the derivative liability recorded as a gain or loss in the Company’s Consolidated Statements of Operations. The fair value of the warrants will continue to be classified as a liability until such time as they are exercised, expire or there is an amendment to the respective agreements that renders these financial instruments to be no longer classified as a liability.



9



International Barrier Technology Inc.

Notes to the Consolidated Financial Statements

December 31, 2010 and 2009

(Unaudited - Stated in US Dollars)




Note 5

Long-term debt


 

December 31

June 30

 

2010

2010

 



Revolving bank loan facility in the amount of $250,000 bearing interest at 6.75% per annum and secured by a security interest in inventory, accounts receivable, equipment and all intangibles of the Company as well as an assignment of the building lease. The balance is due on September 1, 2011.






$          29,369






$      250,000

 

 

 

Term bank loan facility in the amount of $500,000 bearing interest at 7% annum and secured by a second charge over the real estate.  The facility is being amortized over 7 years with fixed monthly blended payments of principal and interest totalling $7,550 and has a balloon payment due July 1, 2012.  






270,646






305,585

 

300,015

555,585

Less: current portion

(103,167)

(71,225)

 

 

 

 

$         196,848

$      484,360




Principal payments of long-term debt are due as follows:


 

 

2011

$       103,167

2012

196,848

 

 

 

$       300,015

 

 





10



International Barrier Technology Inc.

Notes to the Consolidated Financial Statements

December 31, 2010 and 2009

(Unaudited - Stated in US Dollars)




Note 6

Common Stock


Escrow:


At December 31, 2010, there are 48,922 (June 30, 2010 – 48,922) shares are held in escrow by the Company’s transfer agent. These shares are issuable in accordance with a time release clause in the escrow share agreement. As at December 31, 2010 and June 30, 2010, all of the shares held in escrow are issuable but the Company has yet to request their release.


Commitments:


Stock-based Compensation Plan


At December 31, 2010, the Company has outstanding options that were granted to directors, officers and consultants the option to purchase 4,030,000 common shares of the Company.


A summary of the status of company’s stock option plan for the six months ended December 31, 2010 is presented below:


 

 

Weighted

 

 

Number

Average

Aggregate

 

of

Exercise

Intrinsic

 

Shares

Price

Value

 

 

 

 

Outstanding, June 30, 2010

4,330,000

$0.12

$293,553

Granted

350,000

$0.15

-

Expired

(250,000)

$0.55

-

Forfeited

(400,000)

$0.15

-

 

 

 

 

Outstanding, December 31, 2010

4,030,000

$0.12

$1,200

 

 

 

 

Exercisable, December 31, 2010

4,030,000

$0.12

 

 

 

 

 

Exercisable, June 30, 2010

3,920,000

$0.14

 



The following summarizes information about the stock options outstanding at December 31, 2010:


 

Exercise

 

Number

Price

Expiry Date

 

 

 

40,000

$0.09

March 7, 2011

3,640,000

$0.12CDN

March 18, 2012

350,000

$0.15CDN

October 29, 2012

 

 

 

4,030,000

 

 



11



International Barrier Technology Inc.

Notes to the Consolidated Financial Statements

December 31, 2010 and 2009

(Unaudited - Stated in US Dollars)




Note 6

Common Stock – (cont’d)


Commitments: – (cont’d)


Stock-based Compensation Plan – (cont’d)


Non-Employee Share Purchase Options


In accordance with the guidance of ASC 815-40-15, stock options granted to non-employees with exercise prices that are not denominated in the functional currency of the Company are determined not to be indexed to the Company’s stock and are required to be accounted for as derivative liabilities in accordance with ASC 815 “Derivatives and Hedging”.


The non-employee share purchase option liabilities are accounted for at their respective fair values and are summarized as follows:

 

 

2010

 

 

 

Fair value of non-employee options, June 30, 2010

$

40,600

 

 

 

Fair value of options granted, at issuance

 

10,745

 

 

 

Reclassification of cancelled non-employee stock options to additional paid-in capital

 

(20,405)

 

 

 

Change in fair value of non-employee options for the period

 

(2,640)

 

 

 

Fair value of non-employee options at December 31, 2010

$

28,300

 




The non-employee options are required to be re-valued with the change in fair value of the liability recorded as a gain or loss on the change of fair value of derivative liability and included in other items in the Company’s Consolidated Statements of Operations at the end of each reporting period. The fair value of the options will continue to be classified as a liability until such time as they are exercised, expire or there is an amendment to the respective agreements that renders these financial instruments to be no longer classified as a liability.


Employee Share Purchase Options


Share options granted to employees that are exercisable in Canadian dollars are accounted for as liabilities because these option awards contain a condition that is other than a market, performance or service condition.

The share purchase option liabilities are accounted for at their respective fair values and are summarized as follows:

 

 

2010

 

 

 

Fair value of option liabilities, June 30, 2010

$

469,000

 

 

 

Fair value of options granted, at issuance

 

26,862

 

 

 

Change in fair value of employee options for the period

 

(241,362)

 

 

 

Fair value of option liabilities at December 31, 2010

$

254,500



12



International Barrier Technology Inc.

Notes to the Consolidated Financial Statements

December 31, 2010 and 2009

(Unaudited - Stated in US Dollars)



Note 6

Common Stock – (cont’d)


Commitments: – (cont’d)


Stock-based Compensation Plan – (cont’d)


Stock based compensation amounts for the vesting of stock options and the change in fair value of stock options classified as derivative liabilities are classified in the Company’s Statement of Operations as follows:


 

Three months ended

Six months ended

 

December 31,

December 31,

 

2010

2009

2010

2009

 

 

 

 

 

Wages and management fees

$

(198,400)

$

-

$

(234,800)

$

-

Investor relations

1,374

-

28,405

-

 

 

 

 

 

 

$

(197,026)

$

-

$

206,395

$

-


Note 7

Related Party Transactions


The Company was charged the following by directors of the Company or private companies with common directors during the six months ended December 31, 2010 and 2009:


 

Three months ended

Six months ended

 

December 31,

December 31,

 

2010

2009

2010

2009

 

 

 

 

 

Wages and management fees

$

56,309

$

35,000

$

101,117

$

81,257



Note 8

Segmented Information and Sales Concentration


The Company operates in one industry segment being the manufacturing and marketing of fire resistant building materials. Substantially all of the Company’s revenues and long-term assets are located in the United States.


During the six months ended December 31, 2010, two customers accounted for 99% (each representing 80% and 19%, respectively) (2009: one customer, 79%) of sales revenue. The amounts receivable from each of these customers at December 31, 2010 were $281 and $26,218 respectively (2009: $1,875). The loss of any of these customers or the curtailment of purchases by such customers could have a material adverse effect on the Company’s financial condition and results of operations.


Note 9

Comparative Figures


Some comparative figures have been reclassified to conform with the current years presentation.










13






ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

         CONDITION AND RESULTS OF OPERATIONS


This Quarterly Report on Form 10-Q contains forward-looking statements.  These statements may be identified by the use of words like “plan”, “expect”, “aim”, “believe”, “project”, “anticipate”, “intend”, “estimate”, “will”, “should”, “could” and similar expressions in connection with any discussion, expectation, or projection of future operating or financial performance, events or trends.  In particular, these include statements about the Company’s strategy for growth, marketing expectations, product prices, future performance or results of current or anticipated product sales, interest rates, foreign exchange rates, and the outcome of contingencies, such as potential joint ventures and/or legal proceedings.


Forward-looking statements are based on certain assumptions and expectations of future events that are subject to risks and uncertainties.  Actual future results and trends may differ materially from historical results or those projected in any such forward-looking statements depending on a variety of factors, including, among other things, the factors discussed in this Quarterly Report and factors described in documents that we may furnish from time to time to the Securities and Exchange Commission.  We undertake no obligation to update publicly or revise any forward-looking statements because of new information, future events or otherwise.


International Barrier Technology Inc. (Barrier) manufactures and sells fire-rated building materials primarily in the United States.  Barrier has a patented fire protective material (Pyrotite™) that is applied to building materials to greatly improve their respective fire resistant properties. Coated wood panel products are sold to builders through building product distribution companies all over the USA.  Four of the top five multifamily homebuilders in the USA currently utilize Barrier’s fire rated structural panel Blazeguard® in areas where the building code requires the use of a fire rated building panel.


Description of Business

International Barrier Technology Inc. (Barrier) manufactures and sells fire-rated building materials primarily in the United States.  Barrier has a patented fire protective material (Pyrotite™) that is applied to building materials to greatly improve their respective fire resistant properties.  Coated wood panel products are sold to builders through building product distribution companies all over the United States.  Many of the top multifamily homebuilders in the United States utilize Barrier’s fire-rated structural panel Blazeguard® in areas where the building code requires the use of a fire-rated building panel.


Discussion of Operations

Barrier’s financial statements are filed with both the SEC (USA) and SEDAR (Canada) and are disclosed in US dollars utilizing US generally accepted accounting principles.  Barrier’s filings with the SEC consist of quarterly reviewed financial statements on Form 10-Q and annual audited financial statements on Form 10-K.  Barrier continues to file the above financial statements with SEDAR in Canada on their website at www.sedar.com.  Finally, we also make Canadian and USA reports available on the Company’s website: www.intlbarrier.com.





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Sales revenue reported for the quarter ending December 31, 2010 was up 11% to $877,224 for the three-month period in comparison to $790,773 generated in the same quarter in 2009.  Year-to-date sales increased 28% to $1,756,493 vs. $1,372,253. Total sales volume, as measured by surface volume of product shipped, was 1,754,100 sq. ft.  This is a 31% increase from the 1,342,700 sq. ft. shipped during the same quarter in the previous year.  Sales for the six months ending December 31, 2010 (fiscal year-to-date) are up substantially 57% to 3,528,200 sq. ft. vs. 2,245,700 sq. ft. in the same period in 2009.


Sales into the Residential Roof Deck, Wall Assembly, and Structural Insulated Panel Market Sectors (LP FlameBlock) increased 195% during the quarter. Shipments into the Commercial Modular Market (FR Deck Panel) increased 28% in comparison to the same period in 2010.


On January 18, 2011, LP and Barrier extended the existing Supply Agreement through December 31, 2013. LP is the largest producer of Oriented Strand Board (OSB) in the world and believes that Barrier’s Pyrotite Technology helps them achieve their strategy of providing a number of value added OSB products to the building community.  The agreement gives LP the exclusive right to sell Pyrotite® treated panel products in North America under their brand name LP® FlameBlock® Fire-Rated OSB Sheathing.


Barrier anticipates the relationship with LP may significantly increase sales volume.  Reported sales revenue for LP products, however, will only include the charges for treatment services, not the underlying OSB substrate which will be provided by LP. Prior to the LP agreement, Barrier purchased OSB from local distributors and included that pass through cost in financial statements.  Barrier’s margin for LP FlameBlock will be based on the treatment of the OSB only.


Gross profit for the quarter was $59,204 vs. $94,247 in the previous year (year-to-date $142,852 vs. 126,015 in 2009).  The gross margin, as a percentage of sales revenue was 7% in comparison to 12% in the prior year (year-to-date 8% vs. 9%).  Barrier is focused on improving gross margins through the current third iscal quarter and beyond. Manufacturing efficiencies are expected to be gained from increased sales volume and the ability to spread overhead across a larger manufacturing/sales volume base.


Cost of sales in the three and six month periods ending December 31, 2010 increased to $818,020 and $1,613,641 from $696,526 and $1,246,238 in the previous year.  The increase is attributable to higher production volumes.  Gains in efficiency are reflected in the decreased quarterly and year-to-date average cost per sq.ft. of production ($0.47 vs. $0.52 quarterly and $0.46 vs. to $0.55 year-to-date) in the comparable period.


R&D expenses and activity has generally been limited to those areas allowing LP to introduce LP® FlameBlock® into targeted markets such as the Wildland Urban Interface (WUI) zoned properties in California and for fire rated wall assemblies in wood framed commercial buildings.  Barrier’s International Code Council Evaluations Services Report (ICC-ES 1365) has been updated and it now includes LP Building Products, Inc. as an “additional listee”. This allows LP to sell their LP® FlameBlock® product in any application originally certified for Blazeguard®, Barrier’s original fire rated sheathing product.


Depreciation on plant and equipment is included in cost of sales category. Depreciation, which has non-cash impact on Barrier’s actual cash flow, increased slightly year-to-date from $127,766 in 2009 to $133,632.  The expense reflects scheduled depreciation of the new manufacturing line equipment and building expansion.  Amortization, another non-cash category of reporting, of the worldwide Pyrotite technology (including patents, technical know-how, and trademarks) began when Barrier purchased it in 2004 and will continue at existing rates until it is fully depreciated.



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Administrative expenses in the reported three- and six-month period decreased from $195,735 and $423,038, respectively to $88,428 and $341,518.  Administrative costs per sq. ft. decreased both quarterly (from $0.15 to $0.05) and year-to-date (from $0.19 to $0.10).  While changes in derivative value (see Note 6) affected administrative costs significantly in this reporting period, Barrier continues to focus on how increased sales volume will help reduce admin cost per square foot shipped.  As volumes continue to increase, a continued trend for overall reduction in the average cost of administrative expense per sq.ft. will be manifest.  Barrier expects the reduction in the average cost of administration to have a significant impact on bottom line performance in future reporting periods.


Accounting and Audit Fees increased in the quarter ending December 31, 2010 vs. the same time period last year ($24,333 vs. $10,775) and year-to-date ($56,634 vs. $51,351).


Insurance costs have increased to $22,754 for the three months and $49,817 for six months in comparison to $15,082 and $37,229 the previous year.  The difference is due annually adjusted premiums based on larger sales volume.


Legal fees increased to $22,841 for the three-month period and $32,867 for the six months ending December 31, 2010.  For the same period in the prior year, legal fees were $11,110 and $19,028 respectively.  Legal fees were expended on activities in support of protecting Pyrotite® patents and trademark registration as well as for help in the drafting and review of certain business correspondence.  Barrier believes protecting its technology and trademarks is an important step in positioning itself to develop strategic partners and potential technology licensees.


Sales, marketing, and investor relations expenses increased from $4,888 to $41,840 during the quarter and from $7,799 to $114,735 year-to-date. The major reason for the increase in expense under this category was an enhanced effort placed on investor relations.  Barrier contracted with an external investor relations and media firm, The Investor Relations Group “IRG,” from July through November 30, 2010.  The partnership fit into a strategy of increasing investor awareness of Barrier’s improving business to the investment community.  Barrier plans to continue to support investor relations and public relations and has contracted with an investor relations professional to perform that function, for the time being, on a full-time basis.


The relationship with LP will actually help Barrier improve sales without having to expend inordinate amounts of cost. Barrier services the marketplace through two portals, LP and MuleHide Products, and these companies both have existing in-house sales forces that will continue to support an expansion in sales volume with Barrier’s assistance.


Loss Before Other items of ($29,224) is being reported for the quarter ending December 31, 2010, whereas in the same period in 2009, a loss of ($101,488) was reported.  A loss of ($198,666) is reported for the year-to-date period vs. ($297,023) in the comparable year-to-date period in 2009.


Barrier anticipated losses early in the LP relationship. LP and Barrier targeted a market-based price that is more competitive to past product pricing and at a level that will support improved market share.  As sales increase, gross margins and profits are expected to improve.





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Other items include income and costs not directly related to business operations.  Other income items reported during the quarterly period herein includes a foreign exchange gain and interest income of $18,709.  To compare, for the same reporting period last year there was a foreign exchange/interest income loss of ($508).  Year-to-date the foreign exchange/interest income gain was $33,183 vs. $11,442 in the prior year.


Interest on Long Term Debt has decreased from $22,185 to $12,566 for the quarterly reporting period and decreased from $44,240 to $27,326 year-to-date as overall long-term debt continues to decrease.


In March 2010, Barrier issued, and sold in a private placement, 15 million shares of stock at the price of CDN$0.10 per share.  In addition, the purchasers of the shares were awarded the right to buy an additional share (warrant) at CDN$0.15.  As well, Barrier granted options that were exercisable in Canadian currency whereas the functional currency of the company is the US dollar. As a result of these transactions, Barrier is required to record these instruments as derivative liabilities that are re-measured to their fair value each reporting period.  During the six months ended December 31, 2010, the Company reported a fair value gain of $831,000 for the quarter and $1,047,000 year-to-date on the derivative liability.  


Net Income.  A net income of $807,919 is being reported for the quarter ending December 31, 2010, whereas in the same period in 2009, a net loss of ($124,181) was reported.  For the six months ending December 31, 2010, the net income is $854,191 vs. a net loss of ($329,821) in the prior year. Barrier remains focused on cutting costs and improving efficiencies wherever it can.  This includes operating the manufacturing line with maximum efficiency, as the economy remains unsettled and residential construction slowly begins to recover.  Keeping a vigilant handle on costs will help keep operational costs as low as possible and enable recovery to occur sooner and at lower volumes than previously possible.



Summary of Quarterly Results


Fiscal Quarter Ended

 12/31/2010

  9/30/2010

  6/30/2010

  3/31/2010

 12/31/2009

  9/30/2009

Volume shipped (sq ft)

  1,754,100

  1,744,100

  1,495,800

  1,261,100

  1,342,700

    903,000

Total Revenues

   $877,224

   $879,269

   $659,585

   $669,585

   $790,773

   $581,480

Gross Profit

    $59,204

    $83,648

     $1,227

     $1,227

    $94,247

    $31,768

Net income (loss)

   $807,919

    $46,272

($1,883,589)

($1,883,589)

  ($124,181)

  ($205,640)

EPS (Loss) Per Share

      $0.02

      $0.00

     ($0.06)

     ($0.06)

     ($0.00)

     ($0.01)


Selected Annual Information


Fiscal Year Ended June 30th

      2010

      2009

      2008

Total Revenue

$2,530,632

$4,091,647

$4,877,605

Net income (loss)

(2,329,567)

  (718,545)

  (808,350)

Per share

     (0.07)

     (0.02)

     (0.03)

Per share, fully diluted

     (0.07)

     (0.02)

     (0.03)

Total assets

 5,002,256

 4,849,117

 5,737,976

Total long-term financial liabilities

   774,178

 1,205,007

 1,148,298

Cash dividends declared per share

       Nil

       Nil

       Nil




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New product and market development

New product and market development activities have been curtailed over the past year as a result of reduced sales volume. Barrier anticipates that as the economy improves and strategic partnerships develop, an increase in this activity will transpire.


New product and market development activity during this period has generally been limited to those areas which will allow LP to introduce LP® FlameBlock® into targeted markets such as the Wildland Urban Interface (WUI) zoned properties in California and for fire rated wall assemblies in wood framed commercial buildings. Barrier’s International Code Council Evaluations Services Report (ICC-ES 1365) has been updated and it now includes LP Building Products, Inc. as an “additional listee”. This allows LP to sell their LP® FlameBlock® product in any application originally certified for Blazeguard®, Barrier’s original fire rated sheathing product.


Global licensing opportunities

Barrier has begun exploring opportunities for both Pyrotite technology licensing and distribution of US manufactured products as a part of the LP® Building Products agreement.  LP is active internationally and has offered to potentially extend their influence in Europe, Australia, and South America if the opportunity seems mutually beneficial.  In addition, Barrier continues to explore the opportunity for developing fire resistive panels for the emerging Structural Insulated Panel (SIP) market in Australia with an American company currently doing SIP business there.  More information will be presented on these opportunities in subsequent reports as it develops.


Financial position & financings

Barrier ended the period with a working capital deficiency of ($1,023,073).  The Company generated negative operating cash flow for the six months ended December 31, 2010 of ($124,213) in comparison to ($31,466) for the six months ended December 31, 2009.  The net cash outflow from operating activities for the current fiscal period ended was primarily a result of a net income of $854,191, the non-cash items (stock-based compensation of ($206,395) and amortization of $196,440), and an increase in inventory of $37,578.  The Company expects to fund short-term cash needs out of current operations and supplement other short-term needs with the funds raised in the recent private placement that was successfully completed to pay down debt and generate extra working capital.


Financing activities resulted in net cash outflow of ($282,461) in the current period compared to a net cash outflow of ($57,632) for the same period last year.  The cash outflow resulted from repayments on long-term debt (including repayment of the line of credit to a zero balance) and obligations under capital lease.


There is no assurance that we will operate profitably or will generate positive cash flow in the future. In addition, our operating results in the future may be subject to significant fluctuations due to many factors not within our control, such as the unpredictability of when customers will order products, the size of customers' orders, the demand for our products, the level of competition or general economic conditions.


Although management believes that revenues will increase, management also expects an increase in operating costs. Consequently, the Company expects to incur operating losses and negative cash flow until our products gain market acceptance sufficient to generate a commercially viable and sustainable level of sales, and/or additional products are developed and commercially released and sales of such products made so that we are operating in a profitable manner.




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Current and Future Financing Needs

Having undertaken an equity financing during the year ended June 30, 2010, management of the Company believes it has sufficient cash to operate its business for the fiscal year ended June 30, 2011.  At December 31, 2010, the current cash and cash equivalents totaled $420,345 and there were $220,631 available funds to draw on the revolving credit facility.  There is $250,000 available on the revolving bank facility.  The Company bases its estimate of future cash requirements on assumptions that may prove to be wrong and the requirements for cash are subject to factors, some of which are not within the control of the Company, including:

a. Increased costs of general and administrative expenses;

b. Increased costs of raw materials and freight;

c. Costs associated with the research and development activities;

d. Costs associated with maintaining property, plant and equipment;, and

e. intellectual property


Related Party Transactions

During the six months ended December 31, 2010 the Company incurred wages and management fees of $101,117 with directors of the Company and companies with common directors.  The Company paid $81,257 in wages and management fees for the same prior year-to-date.


Capitalization

Authorized: 100,000,000 common shares without par value.


Issued as of December 31, 2010: 44,414,926 common shares at $15,457,697

Issued as of February 8, 2011:  44,414,926 common shares at $15,457,697


Options outstanding:

The following summarizes information about the stock options outstanding at December 31, 2010:


 

Exercise

 

Number

Price

Expiry Date

 

 

 

40,000

$0.09

March 7, 2011

3,640,000

CDN$0.12

March 18, 2012

350,000

CDN$0.15

October 29, 2012

 

 

 

4,030,000

 

 


Warrants outstanding

At December 31, 2010, the following share purchase warrants were outstanding entitling the holder to purchase one common share for each warrant held as follows:


 

Exercise

 

Number

Price

Expiry Date

 

 

 

15,000,000

CDN$0.15

March 18, 2012

 

 

 

15,000,000

 

 





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Critical Accounting Estimates


Stock-based Compensation Charge and Expense

As described in Note 2 to the audited annual financial statements, the Company accounts for all stock-based payments and awards under the fair value based method.  This fair value of the stock options is estimated at the date of the stock options are granted using the Black-Scholes option-pricing model.  Stock-based payments to non-employees are periodically re-measured until counter-party performance is complete and any change is recognized over the life of the award.  The Company accounts for share purchase options to employees by recording the fair value of the awards on the grant date and the related stock-based compensation expense is recognized over the period in which the options vest.  In addition, this is a non-cash compensation charge and the cash flow effects are realized only at the time of exercise.


Derivative Liability

Management evaluates the equity instruments it issues to determine whether they are required to be accounted for as liabilities. When they are determined to be recorded as derivative liabilities, they are marked-to-market each reporting period.


The Company uses the Black-Scholes option pricing model to calculate the fair value of the derivative liabilities at each reporting period. The Black Scholes pricing model requires the input of highly subjective assumptions, including the expected price volatility. Changes in assumptions can materially affect the fair value estimate and therefore the Black-Scholes model does not necessarily provide a reliable single measure of the fair value of our derivative liability.


Other Matters

As at December 31, 2010 the Company did not have any off-balance sheet arrangements to report.


On January 18, 2011, Barrier and LP® Building Products (LP) extended their exclusive Supply Agreement where Barrier has agreed to provide exclusive fire treatment services for LP on their oriented strand board panel product (OSB) through December 31, 2013. LP is the largest producer of OSB in the world. LP will market and sell the fire treated OSB in North America under their own trade name LP® FlameBlock® Fire-Rated OSB Sheathing. Barrier has agreed not to market or sell Pyrotite® technology coated wood products under the registered trademark Blazeguard® for as long as the agreement is in place. Barrier will provide technical support. Barrier will continue to supply MuleHide FR Deck Panel to MuleHide Products, Inc. under the existing Supply Agreement executed between Barrier and MuleHide in 2004.


LP studied available fire retardant technology for OSB for some time and after an exhaustive review of available technologies, selected Pyrotite®, Barrier’s proprietary and patent protected technology. The Barrier/LP partnership is particularly powerful in that it links the raw manufacturing of the OSB substrate with the company that actually mixes and produces the fire retardant slurry. Barrier and LP believe that not only will LP® FlameBlock® be recognized as the premier fire rated sheathing in the marketplace; it will be priced competitively to alternative products. LP has a strong sales and distribution network all over North America and will be able to leverage this substantial support network in a way that Barrier was never able to do successfully with its relatively small size.


More descriptive details relating to the long-term relationship of LP and Barrier will be reported as they are developed. Presently, however, Barrier and LP agree that moving quickly to establish both a customer base of support and recognition of the product in the builder community is the number one priority. Establishing market share now, while the overall building market is slow, will enable LP® FlameBlock® sales to grow exponentially as the economy improves.



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LP’s number one market development priority will be roof and exterior wall applications in the wildfire prone areas of California. LP® FlameBlock®’s inherent attributes of strength enhancement coupled with superior fire protection will help position it as the premier choice for residential and commercial wood framed construction because along the west coast designing for both fire and earthquake protection is required.



ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

         No Disclosure Necessary



ITEM 4.  CONTROLS AND PROCEDURES


a. Disclosure Controls and Procedures. As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Securities Exchange Act of 1934 (the Exchange Act), the Company’s principal executive officer and principal financial officer evaluated the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q.  Based on this evaluation, these officers concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q, these disclosure controls and procedures were effective to ensure that the information required to be disclosed by the Company in reports it files or submits under 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 include controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management, including the Company’s principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, 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.


b. Changes in Internal Control Over Financial Reporting. There were no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2010 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.



PART II

OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

The Directors and the management of the Company know of no material, active or pending, legal proceedings against them; nor is the Company involved as a plaintiff in any material proceeding or pending litigation.  The Directors and the management of the Company know of no active or pending proceedings against anyone that might materially adversely affect an interest of the Company.


ITEM 1A.  RISK FACTORS

There have been no material changes to the risk factors identified in the Annual Report on Form 10-K for the year ended June 30, 2010, in response to Item 1A, Risk Factors, to Part I of the Annual Report.


ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

         No Disclosure Necessary



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ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS (cont)

         b.  No Disclosure Necessary

         c.  No Disclosure Necessary


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         No Disclosure Necessary


ITEM 4.  (Removed and Reserved)


ITEM 5.  OTHER INFORMATION

         a. Reports on Form 8-K:

            1. Form 8-K filed 10/27/2010, regarding a press release announcing that the Company’s overall revenue generated for the quarter was $879,274, a 51% increase over the $581,536 generated during the same period in the previous year.  Sales volume of shipments of Barrier products for the quarter ending September 30, 2010, was 1,774,100 sq. ft.; this is an increase of 96% over the 903,000 sq. ft. that was shipped during the first quarter in the comparable fiscal year in 2009.

2. Form 8-K filed 10/29/2010, regarding a press release announcing Tom Corcoran, an independent contractor, has been appointed and contracted to function as Manager of Investor Relations.  Mr. Corcoran will work directly with Melissa McElwee and be responsible for all aspects of communications with investors, shareholders and media.

         b. Information required by Item 407(C)(3) of Regulation S-K:

            No Disclosure Necessary


ITEM 6.  EXHIBITS


Exhibit 31.1:

  Certification required by Rule 13a-14(a) or Rule 15d-14(a)

  Certification executed by Michael Huddy, President/CEO/Director

Exhibit 31.2:

  Certification required by Rule 13a-14(a) or Rule 15d-14(a)

  Certification executed by David Corcoran, CFO/Director


Exhibit 32.1

 Certification Required by Rule 13a-14(b) or Rule 15d-14(b) and section 906

   of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350

  Certification executed by Michael Huddy, President/CEO/Director

Exhibit 32.2

  Certification Required by Rule 13a-14(b) or Rule 15d-14(b) and section 906

    of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350

  Certification executed by David Corcoran, CFO/Director




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SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


International Barrier Technology Inc. -– SEC File No. 000-20412

Registrant


Date: February 14, 2011     /s/ Michael Huddy                               

                                Michael Huddy, President/CEO/Director


Date: February 14, 2011     /s/ David Corcoran                              

                                David Corcoran, CFO/Director








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