UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No.l
to
FORM 20-F
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1999
Commission File Number 0-29320
ALEXA VENTURES INC.
(Subsequently changed to Eiger Technology, Inc. on November 26, 1999)
(Exact name of Registrant as specified in its charter)
British -Columbia
(Jurisdiction of Incorporation or Organization)
818 Erie Street
Stratford, Ontario
N4Z 1A2
(address of principal executive office)
Securities registered or to be registered pursuant to Section 12(b)of the Act:
None
Securities registered or to be registered pursuant to Section 12(g) of the Act:
Common Shares Without Par Value
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 45(d)
Of the Act: None
Indicate the number of outstanding shares of each of the issuer's classes or
common stock at the close of the period covered by the annual report.
21,284,358 Common Shares Without Par Value
Indicate by check mark whether the registrant (1) has filed all the reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or 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.
|X| Yes |_|No
Indicate by check mark financial statement item the registrant has elected to
follow:
|_| Item 17 |X| Item 18
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS Page
<S> <C>
EXCHANGE RATE INFORMATION 3
PART I
Item 1 - Description of Business 3
Item 2 - Description of Property 7
Item 3 - Legal Proceedings 8
Item 4 - Control of Registrant 8
Item 5 - Nature of Trading Market 8
Item 6 - Exchange Controls and Other Limitations Affecting Security Holders 10
Item 7 - Taxation 13
Item 8 - Selected Financial Data 13
Item 9 - Management Discussion and Analysis of Financial Condition
and Results of Operations 15
Item 10 - Directors and Officers of Registrant 16
Item 11 - Compensation of Directors and Officers 18
Item 12 - Options to Purchase Securities form Registrants or Subsidiaries 19
Item 13 - Interest of Management in Certain Transactions 20
PART II
Item 14 - Description of Securities 21
PART III
Item 15 - Defaults Upon Senior Securities 21
Item 16 - Changes in Securities and Changes in Security for Registered Securities 21
PART IV
Item 17 - Financial Statements 21
Item 18 - Financial Statements 21
Signatures 45
</TABLE>
<PAGE>
EXHIBIT RATE INFORMATION
The Company's accounts are maintained in Canadian dollars. In this Registration
Statement, all dollar amounts are expressed in Canadian dollars except where
otherwise indicated.
The following table sets forth, for the periods indicated, the high and low
rates of exchange of Canadian dollars into United States dollars, the average of
such exchange rates on the last day of each month during the periods, and the
end of period rates. Such rates are shown as, or are derived from, the
reciprocals of the noon buying rates in New York City for cable transfers
payable in Canadian dollars, as certified for customs purposes by the Federal
Reserve Bank of New York.
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Fiscal Year Ended
September 30
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<TABLE>
<CAPTION>
1999 1998 1997 1996 1995
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<S> <C> <C> <C> <C> <C>
High 0.6913 0.7300 0.7513 0.7527 0.7468
Low 0.6362 0.6330 0.7145 0.7236 0.7023
Average 0.6637 0.6840 0.7300 0.7345 0.7272
Period End 0.6813 0.6540 0.7234 0.7342 0.7438
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</TABLE>
On March 27, 2000 the exchange rate of Canadian dollars into United States,
based upon the noon buying rate in New York City for cable transfers payable in
Canadian dollars as certified for customs purposes by the Federal Reserve Bank
of New York City, was Cdn. $1.00 equals U.S. $0.6849.
PART I
Item 1. Description of Business
Eiger Technology Inc. ("Eiger" or the "Company") was originally incorporated a
Alexa Ventures Inc. under the British Columbia Business Corporations Act by
Articles of Incorporation dated September 8,1986.
<PAGE>
Eiger is a high technology manufacturing company whose business was established
in 1983 and listed on the Vancouver Stock Exchange ("VSE") in 1991 through a
reverse take-over. A listing on the The Toronto Stock Exchange followed in
October of 1996 at which time the Company voluntarily de-listed from the VSE.
On November 26, 1999, the Company changed its name to Eiger Technology, Inc.
The Company's head office and principal place of business is located at 818 Erie
Street, Stratford, ON, N4Z 1A2, Telephone No. (519) 273-0503, and Fax No.
(519)273-1684. The operation at 818 Erie Street is presently based in a 55,000
sq.ft. manufacturing engineering and office facility - producing high quality
products for the domestic and export market. The Company fiscal year end is
September 30.
Eiger has two principal subsidiaries which are each 64% owned; Eiger Labs Group,
Inc. ("Eiger Labs") (a California corporation) and Point Multimedia Systems Inc.
("Point") (a South Korea corporation).
Two non-core subsidiaries of Eiger are K-Tronik International Corp. ("K-Tronik")
(a Nevada Corporation) and A.D.H. Custom Metal Fabricators Inc. ("ADH".) (an
Ontario Corporation). Eiger owns 53% of K-Tronik and 100% of ADH.
Eiger develops, manufactures and distributes 56k fax/modems, MP3 players and DSL
modems to the OEM and consumer markets around the world. Related services
offered by the Company include custom engineering, technical and applications
support training and after- sales service. In addition to its Stratford head
office, the Company maintains a marketing and distribution facility in
California and Korea, two manufacturing facilities in Seoul, South Korea and has
approximately 122 employees worldwide.
History of Company and its Subsidiaries
<TABLE>
<S> <C>
Alexa Ventures Inc. Incorporated September 8,1986
Jurisdiction of Incorporation - Province of British
Columbia
Initial Public Offering July 5, 1987
$160,000 for 400,000 shares
to finance the costs of the public registration and
working capital requirements
Acquisition of Vision Unlimited April 3, 1991
Constituted a Reverse Take Over
Incorporated August 25,1983
Jurisdiction of Incorporation - Province of Ontario
Acquisition of ADH Custom September 30, 1992
Metal Fabricators Inc. Incorporated June 25,1987
Jurisdiction of Incorporation - Province of Ontario
</TABLE>
<PAGE>
The Business of the Company
Until 1999, the Company was primarily engaged in the energy efficient lighting
business. Its core focus changed in 1999 with the purchase of 64% of Eiger Labs
Group, Inc. and Point Multimedia Systems Inc.
A history of the Company's acquisitions are as follows:
1) On April 29,1998, the Company purchased 53% of the common stock of
K-Tronik, Inc., a Hackensack New Jersey-based distributor of electronic
ballasts for fluorescent lights, a component that starts or fires up the
florescent lamp. K-Tronik was acquired for $ 275,000 Canadian (about $
187,000 U.S.) plus stock options for 250,000 shares plus performance-based
stock options for additional 350,000 common shares. In addition to its
U.S. distribution capabilities, K-Tronik also possesses a South Korean
manufacturing facility. Subsequently its corporate name was changed to
K-Tronik International Corporation to better reflect its international
electronic ballast manufacturing and sales capabilities. More recently,
Eiger's management has announced its intention to divest itself of the
K-Tronik division so as to better focus it's corporate efforts upon the
anticipated high growth sectors of computer peripheral and Internet
related products.
2) Also during fiscal 1998, the Company consolidated two of its other
Korean divisions. Energy Products, Inc. (a manufacturer of electronic
ballasts) and Energy Products International Corp. (its Korean sales arm of
energy saving products) were combined under the name Energy Products
International Corp. This 57% owned subsidiary of K-Tronik will also be
eliminated with the divestment of K- Tronik
3) On July 19,1999, Eiger Labs, Inc., having just signed a letter of
intent to be acquired by the company, entered into an exclusive sales
representative agreement with Samsung Telecommunications America, the
Dallas -Texas, based subsidiary of Samsung Electronics Company. Under
terms of the agreement, Eiger became exclusively authorized to represent
Samsung ML-5050G and ML-5000A Laser Printers with Internet related
marketing bundle programs to major retailers throughout the U.S. The
marketing agreement with the U.S.-based subsidiary of Korea-based Samsung
Group is expected to enhance Eiger's visibility and credibility in the
U.S. electronics marketplace. Additionally, Eiger subsequently also
entered into an important promotional alliance with Juno Online Services,
Inc. that may well generate an excess of $100 million in revenues for the
company over the next two to three years.
4) On September 16,1999, the Company completed its two most important
acquisitions with respect to its future growth strategy. On that date it
completed the acquisitions of 64% of Eiger Labs, Inc. and its
manufacturing subsidiary, Point Multimedia Systems, Inc. The acquisitions
were effected trough a combination of cash and stock with a value
aggregating $ 3 million (U.S.) ($2 million cash plus one million common
shares), with additional shares to be issued over the next five years
contingent upon the companies achieving sales of $100 million (U.S.) and
pre-tax profits of $4.5 million (U.S.). Based in Newark, California
(Silicon Valley), Eiger Labs distributes a wide variety of PC card and
desktop peripherals including a full range of storage, multimedia,
connectivity and communications products such as MP3 players and ADSL
modems. Based in South Korea, Point Multimedia is a manufacturer of fax
modems, PNA (a persona network LAN card for a notebook or desktop
computer), Ethernet, PCMCIA (short for Personal Computer Memory Card
International Association PC cards for adding memory) products and MP3
players for both the South Korean and U.S. markets. Point manufactures
electronic communication products for a number of OEM's and PC companies,
as well as for Eiger in the U.S. Management believes that these
acquisitions were important steps in its strategy of acquiring U.S.
distribution with Korean electronic manufacturing capabilities. Management
believes that the company will be able to achieve "substantial revenue
growth and bottom line profitability" through controlled manufacturing and
distribution.
<PAGE>
5) On November 10,1999, Point Multimedia in turn acquired 51% of Top
Electronics, Inc. of South Korea for $100,000 (U.S.). Top is considered to
be a very sophisticated electronics products engineering firm, whose
research and development efforts will complement those of Point Multimedia
in the launching of it's next generation MP3 player technology. Top has
also created what is believed to be a superior interface to computers from
parallel port to Universal Serial Bus (USB) (the connection for outside
peripheral devices such as mice, modems or keyboards), which can
accelerate download speeds. Very importantly, Top's management team, which
has maintained a close working relationship with Samsung Electro-Mechanic
Co. of Korea, has elected to stay.
Research & Development
Research and development plays an integral role in the success of Eiger and its
ability to maintain a competitive advantage over the market.
In terms of product development and market role out, Eiger has an excellent edge
over the competition as it currently conducts all research and development
within its own facility. This enables the management to monitor both the timely
progression of products compared to current technology and market demand as well
as development and the cost effectiveness of the research. This greatly reduces
overhead costs and timely delays that could result in entering a certain product
into the market at a disadvantage.
Eiger consists of highly trained professionals, most of whom have work
experience in the field of computer technology and product development for large
corporations such as Samsung and Garnet Systems; both leaders in their
respective industries.
This allows Eiger to rely solely on its management team to produce the latest in
technology at the same time not compromising the financial integrity of the
company with costly delays and product failures.
Research expenditures are expensed in the year in which they are incurred.
It is the company's policy to defer costs that relate to the development and
design of new and modified products. These costs are amortized on a
straight-line basis, over their expected future benefit, starting upon
commencement of production. When a project is determined to be unsuccessful or
abandoned, these costs are expensed at that time.
During the last four fiscal years, Alexa has capitalized the following amounts
to Deferred Development costs:
Fiscal 1999 $ 0
Fiscal 1998 $ 0
Fiscal 1997 $ 0
Fiscal 1996 $ 0
Fiscal 1995 $ 13,343
<PAGE>
Sales and Revenue Analysis
During the last three fiscal years, sales and revenue, from the distribution of
the Company's products, have had the following distribution amongst the various
activities:
Fiscal 1999 Fiscal 1998 Fiscal 1997
----------- ----------- -----------
Sales 5,475,000 $17,938,000 Nil
Computer Peripherals
Electronic Ballasts 3,223,000 957,000 Nil
Distributed in the U.S.A
Lighting Fixtures & Reflectors
Distributed in the U.S.A
Distributed in Canada Nil Nil $ 11,000
945,000 $ 916,000 $ 755,000
Data Racks
Distributed in the U.S.A Nil 168,000 50,000
Distributed in Canada 429,000 777,000 801,000
Fabricated Products
Distributed in Canada 1,641,000 1,978,000 2,117,000
----------- ----------- -----------
Total Sales $11,713,000 $22,734,000 $ 3,734,000
Item 2. Description of Property
Industrial Facility
The Company's industrial facility is 55,000 square feet of mixed office,
manufacturing, and engineering space located in an industrial designated area in
Stratford, Ontario. At the time of purchase in October 1994, Alexa renovated the
building upgrading the electrical entrance, lighting fixtures, as well as the
office and paint facility to meet its manufacturing standards. The factory
capacity currently utilizes 40% with presently one work shift. This facility is
situated on 31.8 acres of land of which 26 acres is available for development or
resale.
The land and property are subject to a first mortgage of $1,213,000.
The factory is a light gauge fabrication facility that produces energy efficient
fluorescent lighting fixtures and reflectors, electronic data racks and oversize
custom enclosures for the electrical industry.
<PAGE>
Item 3. Legal Proceedings
There are no material pending legal proceedings to which the Company is a party
or of which any of its subsidiaries of properties are the subject.
Item 4. Control of Registrant
The control for the registrant is held by the following three shareholders:
<TABLE>
<CAPTION>
Title of Class Identity of Person or Group Amount Owned % of Class
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<S> <C> <C> <C>
Common Gerry A. Racicot 3,191,176 15
124 Anderson St., Woodstock, ON
N4S 1B5
Common Ernest Kolenda 2,099,676 10
358 Maple Ave., Georgetown, ON
L7G 4S5
Common Hardstone Holdings 1,771,000 8
c/o Sid & Tena Harkema, RR #3,
Orillia, ON L3V 6H3
</TABLE>
Total Ownership of the Registrant by the above mentioned shareholders is 33%
The Company is not directly or indirectly owned or controlled by another
corporation(s) or by any foreign government.
The total amount of common shares held by officers and directors as a group are
8,480,352 common shares.
Item 5. Nature of Trading Market
The common shares of the Company were listed for trading on the Toronto Stock
Exchange (the "TSE") on October 11, 1996 and, previous to this, on the Vancouver
Stock Exchange (the "VSE") on April 3, 1991 under the symbol "AXA".
The following summarizes the high and low prices and the combined trading volume
of the Company's common shares on the TSE and VSE for the periods indicated:
<PAGE>
<TABLE>
<CAPTION>
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Calendar Period High (Cdn$) Low (Cdn$) Volume
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Quarter Ended
September 30, 1999 1.73 1.12 5,739,885
June 30, 1999 1.59 0.35 4,228,266
March 31, 1999 0.53 0.22 138,150
December 31,1998 0.65 0.41 113,820
September 30, 1998 0.69 0.45 216,500
June 30, 1998 0.95 0.45 739,723
March 31, 1998 0.55 0.25 259,363
December 31,1997 0.75 0.45 290,571
September 30, 1997 0.65 0.40 353,000
June 30, 1997 0.75 0.45 396,600
March 31, 1997 0.65 0.50 209,300
December 31,1996 0.90 0.55 359,400
September 30, 1996 0.90 0.42 514,648
June 30, 1996 0.76 0.52 490,945
March 31, 1996 0.84 0.65 615,716
Year Ended
December 31, 1995 0.92 0.32 2,853,162
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</TABLE>
Prior to October 11, 1996, all trades were cleared through the VSE and
subsequent to that date all trades were cleared on the TSE.
At September 30, 1999, there is no active trading of the common shares in the
United States. The following table indicates the approximate number of record
holders of common shares with United States Addresses and the portion and
percentage of common shares so held in the United States. On such date,
21,284,358 common shares were outstanding.
<TABLE>
<CAPTION>
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Total Number Number of U.S. Holders Number of Common Shares Percentage of Common
of Holders Held in the U.S. Shares Held in the U.S.
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
37 10 1,345,161 15.82%
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</TABLE>
The computation of the number and percentage of common shares held in the United
States is based upon the number of common shares held by record holders with
United States addresses and by trusts, estates or accounts with United States
addresses as disclosed to the Company following inquiry to all record holders
known to the trustees, executors, guardians, custodians, or the fiduciaries
holding common shares for one or more trusts, estates
<PAGE>
or accounts. United States residents may beneficially own common shares held of
record by non-United States residents.
A substantial number of common shares are held in "Street name" by trustees,
executors, guardians, custodians or other fiduciaries, including depositories,
brokerage firms, and financial institutions. One brokerage house in the U.S. has
holdings of 1,920,515 common shares. Management is unable to determine the total
number of individual shareholders that this represents.
Volatility of Common Share Price
The market price of the common shares of Alexa Ventures Inc. have historically
not been highly volatile with a trading range between $0.32 (Cdn.) and $10.30
(Cdn.) during the last five years. In the opinion of management, since 1991, the
increase in the stock price is a direct result of the Company's acquisition of
64% of Eiger Labs Group, Inc. and 64% of Point Multimedia Systems, Inc. Volumes
increased when the acquisition was made
Item 6. Exchange Controls and Other Limitations Affecting Security Holders
Canada has no system of currency exchange controls. There are no exchange
restrictions on borrowing from foreign countries nor on the remittance of
dividends, interest, royalties, and similar payments, management fees, loan
repayments, settlements of trade debts or the repatriation of capital.
The Investment Canada Act (the "ICA"), enacted on June 20, 1985, requires prior
notification to the Government of Canada on the "acquisition of control" of
Canadian businesses by non-Canadian, as defined by the ICA. Certain acquisitions
of control, discussed below, are reviewed by the Government of Canada. The term
"acquisition of control" is defined as any or more non-Canadian persons
acquiring all or substantially all of the assets used in the Canadian business,
or the acquisition of the voting shares of a Canadian corporation carrying on
the Canadian business or the acquisition of the voting interests of an entity
controlling or carrying on the Canadian business. The acquisition of the
majority of the outstanding shares is deemed to be an "acquisition of control"
of a corporation. The acquisition of less than a majority, but one-third or
more, of the voting shares of a corporation is presumed to be an "acquisition of
control" of a corporation unless it can be established that the purchaser will
not control the corporation.
Investments requiring notification and review are all direct acquisitions of
Canadian business with assets of Cdn. $5,000,000 or more (subject to the
comments below on WTO investors) and all indirect acquisitions of Canadian
businesses (subject to the comments below on WTO investors) with assets of more
than Cdn. $50,000,000 or with assets of between $5,000,000 and Cdn. $50,000,000
which represent more than 50% of the value of the total international
transactions. In addition, specific acquisitions or new business in designated
types of business activities related to Canada's cultural heritage or national
identity could be reviewed if the government of Canada considers that it is in
the public interest to do so.
The ICA was amended with the implementation of the agreement establishing the
World Trade Organization ("WTO") to provide for special review of thresholds for
"WTO investors", as defined in the ICA. "WTO investors" generally means:
(a) an individual, other than a Canadian, who is a member of a WTO member (such
as, for example, the United States), or who has the right of permanent residence
in relation to that WTO member.
<PAGE>
(b) governments of WTO members; and
(c) entities that are not Canadian controlled, but which are WTO investor
controlled as determined by the rules specified in the ICA.
The special review thresholds for WTO investors do not apply, and general rules
described above do not apply, to the acquisition of control of certain types of
businesses specified in the ICA, including business that is a "cultural
business". If the WTO investor rules apply, an investment in the shares of the
Company by whom or from a WTO investor will be reviewable only if it is an
investment to acquire control of the Company and the value of the assets of the
Company is equal to or greater than a specified amount (the "WTO Review
Threshold"). The WTO Review Threshold is adjusted annually by formula relating
to increases in the nominal gross domestic product of Canada. The 1996 WTO
Review Threshold is Cdn. $168,000,000.
If any non-Canadian, whether or not a WTO investor, acquires control of the
Company by the acquisition of shares, but the transaction is not reviewable as
described above, the non-Canadian is required to notify the Canadian government
and to provide certain basic information relating to the investment. A
non-Canadian, or not a WTO investor, is required to provide a notice to the
government on the establishment of a new Canadian business. If the business of
the Company is then a prescribed type of business activity related to Canada's
cultural heritage or national identity, and if the Canadian government considers
it in the public interest to do so, then the Canadian government may give a
notice in writing within 21 days requiring the investment to be reviewed.
For non-Canadian (other than WTO investors), and indirect acquisition of
control, by the acquisition of voting interests of an entity that directly or
indirectly controls the Company, is reviewable if the value of the assets of the
Company is then Cdn. $50,000,000 or more. If the WTO investor rules apply, then
this requirement does not apply to a WTO investor, or to a person acquiring the
entity from a WTO investor. Special rules specified in the ICA apply if the
assets of the Company is more than 50% of the value of the assets of the entity
so acquired. By these special rules, if the non-Canadian (whether or not a WTO
investor) is acquiring control of an entity that directly or indirectly control
the Company, and the value of the assets of the company and all other entities
carrying on business in Canada, calculated in the manner provided by the ICA and
the regulations under the ICA, of the assets of all entities, the control of
which is acquired, directly or indirectly, in the transaction of which the
acquisition of control of the Company forms a part, then the threshold for a
direct acquisition of control as discussed above will apply, that is, a WTO
Review Threshold of Cdn. $168,000,000 (n 1996) for a WTO investor or a threshold
of CDN. $5,000,000 for non-Canadian other than a WTO investor. If the value
exceeds that level the transaction must be reviewed in the same manner as a
direct acquisition of control by the purchase of shares by the Company.
If an investment is renewable, an application for review in the form prescribed
by the regulations is normally required to be filed with the Director appointed
under the ICA (the "Director") prior to the investment taking place and the
investment may not be consummated until the review has been completed. There
are, however, certain exceptions. Applications concerning indirect acquisitions
may be filed up to 30 days after the investment is consummated and applications
concerning reviewable investments in culture-sensitive sectors are required upon
receipt of a notice for review. In addition, the Minister (a person designated
as such under the ICA) may permit an investment to be consummated prior to
completion of the review, if he is satisfied that the delay would cause undue
hardship to the acquirer or jeopardize the operations of the Canadian business
that is being acquired. The Director will submit the application to the
Minister, together with many other information or written undertakings
<PAGE>
given by the acquirer and any representation submitted to the Director by a
province that is likely to be of net benefit to Canada, taking into account the
information provided and having regard to certain factors of assessment where
they are relevant. Some of the factors to be considered are:
(a) the effect of the investment on the level and nature of economic activity in
Canada, including the effect on employment, on resource processing, and on the
utilization of parts, components and services produced in Canada;
(b) the effect of the investment on exports from Canada;
(c) the degree and significance of participation by Canadians in the Canadian
business and in any industry in Canada of which it forms a part;
(d) the effect of the investment on productivity, industrial efficiency,
technological development, product innovation and product variety in Canada;
(e) the effect of the investment on competition within any industry or
industries in Canada;
(f) the compatibility of the investment with national, industrial, economic, and
cultural policies;
(g) the compatibility of the investment with national, industrial, economic, and
cultural policies taking into consideration industrial, economic, and cultural
objectives enunciated by the government of legislature of any province likely to
be significantly affected by the investment; and
(h) the contribution of the investment to Canada's ability to compete in world
markets.
To ensure prompt review, the ICA set certain time limits for the Director and
the Minister. Within 45 days after a completed application has been received,
the minister must notify the acquirer that he is satisfied that the investment
is likely to be of net benefit to Canada, or that he is unable to complete his
review, in which case he shall have 30 additional days to complete his review
(unless the acquirer agrees to longer period), or he is not satisfied that the
investment is likely to be of net benefit to Canada.
Where the Minister has advised the acquirer that he is not satisfied that the
investment is likely to be of net benefit to Canada, the acquirer has the right
to make representations and submit undertakings within 30 day of the date of
notice (or any period that is agreed upon between the acquire and the Minister).
On the expiration of the 30 day period (or the agreed upon extension), the
Minister must quickly notify the acquire that he is not satisfied that the
investment is likely to be of net benefit to Canada. In the latter case, the
acquirer my not proceed with the investment or, if the investment has already
been consummated, must divest itself of control of the Canadian business.
The ICA provides civil remedies for non-compliance with any provision. There are
also criminal penalties for breach of confidentiality or providing false
information.
Except as provided in the ICA, there are no limitations under the laws of
Canada, the Province of British Columbia, or in any constituent documents of the
Company on the right of non-Canadians to hold or vote the common shares of the
Company.
<PAGE>
Item 7. Taxation
A brief description of certain provisions of the tax treaty between Canada and
the United Sates is included below, together with a brief outline of certain
taxes, including withholding provisions to which United States security holders
are subject under existing laws and regulations of Canada and the United States.
The consequences, if any, of state and local taxes are not considered. The
following information is general, and is not intended to be relied upon with
respect to any particular transaction or circumstances.
Canadian federal tax legislation requires a 25% withholding from any dividend
paid or deemed to be paid to the Company's non-resident shareholders. However,
shareholders resident in the United Sates would generally have this rate reduced
to 15% pursuant to the tax treaty between Canada and the United States. The
amount of stock dividends paid to non-residents of Canada would be subject to
withholding tax at the same rate as cash dividends. The amount of stock
dividends (for tax purposes) would generally be equal to the amount by which the
paid up capital of the Company had decreased by reason of the payment of such
dividend. The Company will furnish additional tax information to shareholders in
the event of such dividend. Interest paid or deemed to be paid on the Company's
debt securities held by non-Canadian residents may also be subject to
withholding tax, depending upon the terms and provisions of such securities any
applicable tax treaty.
Gains derived from a disposition of shares of the Company by a non-resident
shareholder will be subject to tax in Canada only if not less than 25% of any
class of shares of the Company were owned by the non-resident shareholder and/or
persons with whom the non-resident did not deal at arm's length at any time
during the five year period immediately preceding the dispositions. In such
cases, gains derived by a U.S. shareholder from a disposition of shares of the
Company would likely be exempt from tax in Canada by virtue of the Canada-U.S.
tax treaty.
Item 8. Selected Financial Data
The table in this section sets forth selected consolidated financial data. Such
data, for and as of the end of the five previous fiscal periods, is derived from
the consolidated financial statements of the Company. The selected financial
data is expressed in Canadian dollars.
It should be noted that during 1995 fiscal year the financing of the Stratford
facility took place resulting in an increase in long term debt of $1,011,000,
and increase in assets of $992,000 and an increase in working capital of
$196,000. During 1999 fiscal year the Company acquired 64% of Eiger Labs Group
Inc. and 64% of Point Multimedia Systems, Inc., resulting in an increase in
assets and liabilities.
The selected financial data should be read in conjunction with the Consolidated
Financial Statements of the Company and the Notes contained elsewhere in the
Registration Statement.
The Consolidated Financial Statements of the Company have been prepared in
accordance with Generally Accepted Accounting Principles in Canada ("Canadian
GAAP"). These principles, as applied to the Company, do not differ materially
from those generally accepted in the united States ("U.S. GAAP"), other than as
set out in Note 15 to the Consolidated Financial Statements of the Company.
<PAGE>
The Company's last fiscal period was September 30th of the previous year. The
following is a summary of certain selected financial information for the
Company's most recently completed fiscal period and for the four preceding
fiscal periods of the Company.
The figures below are presented in accordance with Canadian GAAP. All fiscal
periods are for the full year.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Fiscal periods ended
1999 1998 1997 1996 1995
- ------------------------------------ --------------- --------------- --------------- ---------------- ---------------
<S> <C> <C> <C> <C> <C>
Working Capital $ $ $ 903,000 $ 554,000
5,764,000 $ 1,169,000 $ 1,228,000
Revenues: 11,713,000 22,734,000 3,734,000 4,278,000 4,611,000
Net Incomes (loss) (160,000) 84,000 138,000 274,000 301,000
Earnings (loss) per .00 .01 0.1 0.02 0.02
share:
Total assets: 16,523,000 9,221,000 5,385,000 5,172,000 5,095,000
Long term debt: 1,111,000 1,477,000 1,326,000 848,000 1,011,000
Total liabilities 6,040,000 5,689,000 2,760,000 2,654,000 2,878,000
Share capital: 9,103,000 2,176,000 2,176,000 2,176,000 2,175,000
Retained Earnings (401,000) 247,000 163,000 25,000 (249,000)
(deficit) :
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Reconciliation to U.S. GAAP
<TABLE>
<CAPTION>
Fiscal periods ended
1999 1998 1997 1996 1995
- -------------------------------------- --------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Net Income - Cdn. GAAP (160,000) $ 84,000 $ 138,000 $ 274,000 $ 310,000
Development Costs Nil Nil Nil Nil (14,000)
Capitalized
Amort. of Development Nil Nil 24,000 61,000 58,000
Costs
Negotiated Reduction of Debt Nil 424,000 Nil Nil Nil
Computer Equipment Nil Nil Nil (9,000) (5,000)
Deferred Tax Adj. Nil Nil (11,000) (17,000) (11,000)
--------------- --------------- --------------- --------------- ---------------
Net Income - U.S. GAAP (160,000) 508,000 151,000 312,000 325,000
Retained Earnings (Deficit)
Closing balance - Cdn (401,000) 247,000 163,000 25,000 (249,000)
<PAGE>
GAAP
Negotiated Reduction of Debt nil 424,000 nil nil nil
Adj. re: Development Costs nil nil nil (24,000) (85,000)
Adj. re: Depreciation (18,000) (30,000) (30,000) (30,000) (24,000)
Expense
Deferred Tax Adjustment 12,000 12,000 15,000 32,000
Closing balance - U.S. (419,000) 653,000 145,000 (14,000) (326,000)
GAAP
Total Assets per Cdn. 16,523,000 9,221,000 5,385,000 5,172,000 5,095,000
GAAP
Adj. Development Costs nil nil nil (24,000) (85,000)
Adj. Depreciation expense (30,000) (30,000) (30,000) (24,000)
Deferred Tax Adjustment (18,000) 12,000 12,000 15,000 32,000
Total Assets per US GAAP 16,505,000 9,203,000 5,367,000 5,133,000 5,018,000
</TABLE>
Dividend Policy
The Company has not paid dividends on the common shares in any of its last five
fiscal years. The directors of the Company will determine if and when dividends
should be declared and paid in the future based on the Company's financial
position at the relevant time. All of the common shares of the Company are
entitled to an equal share in any dividends declared and paid.
Item 9. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity
Since 1993, Alexa has stabilized its current ratio from 1.38 on September 30,
1994 to 2.17 on September 30, 1999. The Company's long term debt has also
increased from $1,011,000 on September 30, 1995 to $1,111,000 on September 30,
1999. The Company's debt to equity ratio has increased from 0.69 on September
30, 1994 to 1.35 on September 30, 1999. This increase was due to the purchase of
the manufacturing facilities in Stratford, Ontario and the subsequent
refinancing of long term debt, as well as the computer peripheral division of
Lexatec Inc. having high balances of Accounts Receivable and Accounts Payable.
Alexa's internal and external sources of liquidity includes unused portion of
operating line of credit, refinancing of property and building, possible sale
lease back of equipment and an equity issue of share capital. On August 12,1997,
Alexa refinanced its building, increasing its mortgage on the property and land
from $513,000 to $1,300,000. As well, the operating line was increased from
$1,250,000 to $1,750,000. Alexa has no immediate or intermediate plans to
refinance its equipment through a sale leaseback, refinance property and
building or raise capital through an equity issue.
<PAGE>
The Company does not foresee any known demands, commitments, events or
uncertainties that will result in a significant change in the registrant's
liquidity in the near term.
Capital Resources
The Company does not have any material commitments for capital expenditures as
of the end of the last fiscal period or at any subsequent interim period.
The Company does not foresee any material change in the mix between equity,
debt, of off balance sheet financing arrangements. The Company expects to
arrange financing prior to any future acquisitions, of which, none is currently
committed or in the negotiation phase.
Results of Operations
During the year, Sales and Net Income have decreased from $22,734,000 and
$508,000 to $11,713,000 and ($160,000), respectively as a result of the
Company's restructuring. The cash flow from operations have decreased from
$274,000 to ($3,481,000) as a result of the purchase of Eiger Labs Group, Inc.
and Point Multimedia Systems, Inc.
The Company's investing activities remain high in 1999 amounting to $1,473,000
versus $1,034,000 in 1998 as a result of actively pursuing corporate acquisition
targets. Financing activities increased from $174,000 to $5,669,000 as a result
of the issuance of share capital.
Effects of Inflation
In the Company's view, at no time during any of the last five fiscal years have
inflation or changing prices had a material impact on the Company's sales,
earnings or losses from operations, or net income.
U.S. Generally Accepted Accounting Principles
U.S. GAAP principles do not differ materially from Canadian GAAP principles, as
applied to the Company, other than as set forth in Note 15 to the Audited
Consolidated Financial Statements of the Company.
Item 10. Directors and Officer of Registrant
The directors of the Company are elected by the shareholders at each Annual
General Meeting and typically hold office until the next Annual General Meeting
at which time they may re-elect or be replaced.
The articles of the Company permit the directors to appoint directors to fill
any casual vacancies that may occur on the board. The articles of the Company
also permit the directors to add additional directors of the board between
successive Annual General Meeting so long as the number appointed does not
exceed more than one third of the number of directors appointed at the last
Annual General Meeting. Individuals appointed as directors to fill casual
vacancies on the board or added a s additional directors hold office like any
other director until the next Annual General Meeting at which time they may be
re-elected or replaced.
<PAGE>
Other than receiving stock options from time to time, the directors of the
Company are not compensated for serving as directors (see "options to Purchase
Securities from Registrant or Subsidiaries - Stock Options").
The following is a list of the current directors and senior officers of the
Company, their municipalities of residence, their current position with the
Company and their principal occupations:
<TABLE>
<CAPTION>
Name Address Office Held Number of shares of
each class of the
applicant beneficially
owned
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Ernest A. Kolenda 358 Maple Ave. Secretary & 2,099,676
Georgetown, ON Director
L7G 4S5
Director since March 28, 1991. Earnest Kolenda has extensive experience in
sales, communication and administration through the marketing of products
and services in industrial, manufacturing, building and retail Industries
(K10 Enterprise Inc. family owned security mirror business). Ernest formed
Vision Unlimited Equipment Inc., in 1982 to market MorVue fluorescent
reflectors and provide research for further development of the product
line.
Gerry A. Racicot 124 Anderson St. President, C.E.O., 3,191,176
Woodstock, ON & Director
N4V 1B5
Director Since August 21, 1992. Gerry Racicot has a long career in
administration, management, and self employment. The majority of these
years were spent as an Investment Account Executive at a major Canadian
brokerage house (Burns Fry), import/export wholesale distribution (coast to
coast distribution) and retail business (Red Mountain Holdings Inc. -
Stedmans).
Walter A. Keyser 56 Clarendon Ave. Director 167,500
Toronto, ON
M4V 1J1
Director since February 23,1996. Walter Keyser is a principal of W.A. Keyser
Associates and a director of AGF Management Inc., the management arm of the
AGF group of mutual funds. Walter is also very involved in project
financing for real estate, as well as founding Canada's first real estate
mutual fund in the mid 1970's.
Sydney S. Harkema R.R. # 3 Director 1,771,000
Orillia, ON
L3V 6H3
Director since August 21, 1992. Sydney Harkema founded and built one of Canada's
largest privately owned transport and express companies (Harkema Trucking
Group). He served as President and Chairman of the Board for 27 years. He
has since sold the entire trucking operation, cartage equipment and all 18
terminals located throughout the country and has devoted his time to public
service organizations (principally as Chairman of the Huntley St. Group of
Ministries).
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
Keith Attoe 23 Prince George C.F.O. & Director 1,251,000
Islington, ON
M9A 1X9
Director since February 23, 1996. Keith Attoe is a Chartered Accountant
Practicing in the City of Toronto for the previous 11 years. Keith's
expertise extends to corporate financing, project financing, portfolio
management, US/CDA tax planning, investment strategy and treasury
management. Keith's clients have included CN, Deloitte Touche and the
Mondev group of companies, a major real estate developer in Montreal.
Robert Hoegler Suite 604 Director nil
7040 Granville Ave.
Richmond, B.C.
V6Y 3W5
Director since February 23, 1996. Robert Hoegler is an independent businessman
residing in Vancouver, B.C.. Robert's operates a successful public
relations firm in the junior industrial sector group of companies under his
own name.
Morden Lazarus 54 Merton Rd. Director nil
Hampstead, PQ
H3X 1L9
Director since June 1999. Morden Lazarus has been legal consul for many years to
a number of professional athletes and entertainment personalities, as well
as several Canadian producers and entertainment corporate entities.
</TABLE>
There are no arrangements of understandings between any of the officers of
directors of the Company as to their election or employment, and no family
relationships.
Item 11. Compensation of Directors and Officers
Gerry A. Racicot, Ernest A. Kolenda and Keith Attoe (President, Secretary, and
C.F.O. respectively of the Company and all are Directors) are paid an annual
aggregate remuneration of $219,000.
There was no difference between the fair value of the stock on the date of the
grant of the options and the exercise price of the options for any options
issued to officers or directors.
There are no other arrangements in addition to or in lieu of any standard
arrangement under which Directors of the Company were compensated by the Company
during the most recently completed financial year for their services in the
capacity as Directors of the Company.
No options were exercised during the Company's most recently completed financial
year by any named Executive Officers.
<PAGE>
No plan exists, and no amount has been set aside or accrued by the Company or
nay of its subsidiaries, to provide pension, retirement or similar benefits for
directors and officers of the Company, or any of its subsidiaries.
Item 12. Options to purchase Securities from Registrant of Subsidiaries
<TABLE>
<CAPTION>
Number of common shares Purpose of Description
authorized for issuance as at Authorization
date of application @ strike price
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
50,000 common shares Stock Option By agreement dated September 17, 1996,
@ $0.85 per share James Edward Lalonde was Granted Options to purchased
50,000 shares, exercisable until April 17, 1999
50,000 common shares Stock Option By agreement dated September 15, 1995
@ $0.60 per share Keith Attoe was granted an option to purchase
50,000 shares exercisable until September 8, 2000
100,000 common shares Stock Option By agreement dated November 13, 1995, Keith
@ $0.90 per share Attoe was granted an option to purchase
100,000 shares exercisable until November 11,2000
50,000 common shares Stock Option By agreement dated October 3, 1995, Walter
@ $0.70 per share Keyser was granted an option to purchase
50,000 shares exercisable until September 30, 2000
15,000 common shares Stock Option By agreement date November 7, 1995, Beverly
@ $0.85 per share Boorsma was granted an option to purchase
15,000 shares exercisable until November 7, 2000
50,000 common shares Stock Option By agreement dated April 18, 1997, Ken
@ $0.55 per share Rampersad was granted an option to purchase
50,000 shares exercisable until May 1, 2000
100,000 common shares Stock Option By agreement dated April 18,1997, Keith
@ $0.85 per share Attoe was granted an option to purchase
100,000 shares exercisable until April 17, 2000
10,000 common shares Stock Option By agreement dated December 13, 1996, Paul
@ $0.75 per share Bates was granted an option to purchase
10,000 shares exercisable until December 13,1998
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
100,000 common shares Stock Option By agreement dated April 18, 1997, Walter
@ $0.85 per share A. Keyser was granted an option to purchase
100,000 shares exercisable until April 17, 2000
50,000 common shares Stock Option By agreement dated April 17, 1997, Ken
@ $0.85 per share Rampersad was granted an option to purchase
50,000 shares exercisable until April 17, 2000
30,000 common shares Stock Option By agreement dated April 17, 1997, Dingeman
@ $0.85 per share Kleppe was granted an option to purchase
30,000 shares exercisable until April 17, 2000
200,000 common shares Stock Option By agreement dated April 2, 1998, Robert Kim
@ $0.60 per share was granted an option to purchase 200,000
shares exercisable until April 17, 2000.
50,000 common shares Stock Option By agreement dated April 2, 1998, Steve Kim
@ $0.60 per share was granted an option to purchase 50,000
shares exercisable until April 17, 2000.
50,000 common shares Stock Option By agreement dated August 6, 1998, Philip
@ $0.80 per share Cassis was granted an option to purchase
50,000 shares exercisable until April 17, 2000.
25,000 common shares Stock Option By agreement dated June 25, 1998, Cheon
@ $0.80 per share Hong Kim was granted an option to purchase
25,000 shares exercisable until April 17, 2000.
25,000 common shares Stock Option By agreement dated May 6, 1998, Robert
@ $0.75 Hoegler was granted an option to purchase
25,000 shares exercisable until April 17, 2000.
</TABLE>
The Company has granted stock options officers and directors for a total of
905,000 common shares.
21,284,358 common shares Shares reserved pursuant under the Stock Plan for
which options have not been granted.
Item 13. Interest of Management in Certain Transactions
No director, executive officer nor any of their associates or affiliates is or
as had an interest in material transactions of the Company.
Item 14. Description of Securities
Not Applicable
<PAGE>
Item 15. Defaults Upon Senior Securities
Not Applicable
Item 16. Changes in Securities and Changes in Security for Registered Securities
Not Applicable
PART IV
Item 17. Financial Statements
Not Applicable
Item 18. Financial Statements and Exhibits
Financial Statements
The following financial statements are attached to and form part of the
Registration Statement:
Management Review
Auditors Report
Audited Consolidated Financial Statements of the Company
For the year ended September 30,1999
Signatures
<PAGE>
EIGER TECHNOLOGY, INC.
CONSOLIDATED FINANCIAL STATEMENTS
September 30th 1999
<PAGE>
EIGER TECHNOLOGY, INC.
INDEX
September 30th 1999
Auditor's Report
Consolidated Financial Statements
Balance Sheet
Statement of Operations and Retained Earnings
Statement of Changes in Financial Position
Notes to Financial Statements
<PAGE>
MANAGEMENT REVIEW
1999 (year ending September 30) was a very exciting year for Alexa
Ventures Inc., Shareholders. The past two years have been a transition period
for "Alexa". During this period, the company has positioned itself for solid,
profitable, long-term growth in the development and sale of computer peripheral
and internet related products.
Continuing it's growth through acquisition strategy Alexa purchased 64% of
Eiger Labs Group, Inc., a California distribution company and it's sister
company Point Multimedia Systems, Inc., a high technology leading edge Korean
manufacturer and designer of MP3 players, modems and DSL modem technology.
Indirectly through Point Multimedia, a controlling interest was purchased in a
highly recognized design, research and development company, Top Electronics,
Inc.
Completing a prospectus offering of 5 million units (1 share @ 1.00 with 1
warrant @ 1.10) allowed, Alexa to obtain the working capital required to
increase its revenue and continue its internal growth strategy.
In 1999 Alexa Ventures Inc. changed its name to Eiger Technology, Inc. to
correspond with its latest acquisitions and corporate direction.
The Eiger/Point manufacturing facility produces fax/modems, MP3 and DSL
modems for demanding technologically advance customers on a cost effective
basis. The MP3 player, Eigerman 2000, presented at the Consumer Electronic show
in Las Vegas was well received and is being delivered in April, 2000. This
second generation, fully featured machine includes increased memory, voice
dictation, USB port connection and a bookmark function.
The Sales decrease of $11,021,000 reflect the closure of Lexatec VR
Systems, Inc. while it is being reorganized and refocused. The net loss of
$160,000 vis a vis a profit of $508,000 in 1998 was due to the high cost of
acquisitions and financing performed in fiscal 1999. The accounts receivable
increase from 2,093,000 to $5,227,000 in 1999 represent the accounts receivable
of Point Multimedia Systems, Inc. that were consolidated at year-end with one
months operation included in the statement of operations and retained earnings.
Subsequent to year-end, the first quarter results of Dec.99, 18.6 million
vis a vis 2.5 million 1998 up 658% and net pre tax profit of 620,000 vis a vis
(91,000) up 781% is indicative of what we expect our growth to be in the year
2000 and beyond.
EIGER TECHNOLOGY, INC.
G.A. Racicot K. Attoe, C.A.
Chief Executive Officer Chief Financial Officer
<PAGE>
Statement 1
ALEXA VENTURES INC.
(now Eiger Technology, Inc.)
CONSOLIDATED BALANCE SHEET
for the year ended September 30th 1999
<TABLE>
<CAPTION>
ASSETS
1999 1998
---- ----
$ $
Current:
<S> <C> <C>
Cash 1,173,000 146,000
Accounts Receivable 5,227,000 2,093,000
Inventory 4,006,000 2,969,000
Prepaid Expenses 269,000 43,000
Due from Related Parties (Note 2) 18,000 130,000
----------------- -----------------
10,693,000 5,381,000
Long-term Investments (Note 3) 342,000 342,000
Capital (Note 4) 2,056,000 2,114,000
Other (Note 5) 3,432,000 1,384,000
----------------- -----------------
16,523,000 9,221,000
================= =================
LIABILITIES and SHAREHOLDERS' EQUITY
Current:
Bank Indebtedness (Note 6) 1,760,000 1,448,000
Accounts Payable and Accrued Liabilities 2,795,000 2,362,000
Income Taxes Payable 237,000 72,000
Current Portion of Long-term Debt (Note 7) 100,000 227,000
Current Portion of Capital Lease Obligation (Note 8) 37,000 103,000
----------------- -----------------
4,929,000 4,212,000
----------------- -----------------
Long-term:
Long-term Debt (Note 7) 1,111,000 1,460,000
Obligation under Capital Lease (Note 8) 0 17,000
----------------- -----------------
1,111,000 1,477,000
----------------- -----------------
Future Income Taxes (Note 9) 175,000 176,000
----------------- -----------------
Non-controlling Interest 1,389,000 292,000
----------------- -----------------
Shareholders' Equity:
Share Capital (Note 10) 9,103,000 2,176,000
Contributed Surplus 217,000 217,000
Retained Earnings ( Note 11), (Statement 2) -401,000 671,000
----------------- -----------------
8,919,000 3,064,000
----------------- -----------------
16,523,000 9,221,000
================= =================
</TABLE>
On Behalf of the Board:
signed Gerry Racicot Director
signed Keith Attoe Director
(SEE ACCOMPANYING NOTES)
<PAGE>
Statement 2
ALEXA VENTURES INC.
(now Eiger Technology, Inc.)
CONSOLIDATED STATEMENT of OPERATIONS and RETAINED EARNINGS
for the year ended September 30th 1999
<TABLE>
<CAPTION>
1999 1998
---- ----
$ $
<S> <C> <C>
Sales 11,713,000 22,734,000
Cost of Sales 9,019,000 19,442,000
----------------- -----------------
Gross Margin 2,694,000 3,292,000
----------------- -----------------
Expenses:
Operations and Administration 1,998,000 2,058,000
Amortization of Capital Assets 205,000 191,000
Amortization of Goodwill and Other 222,000 51,000
Interest on Long-term Debt 111,000 109,000
Other Interest and Bank Charges 233,000 108,000
Management Fees Paid by Subsidiaries 121,000
----------------- -----------------
2,769,000 2,638,000
----------------- -----------------
Income (Loss) before Provision for Income Taxes -75,000 654,000
----------------- -----------------
Provision for Income Taxes: (Note 12)
Current 33,000 71,000
Deferred 0 34,000
----------------- -----------------
33,000 105,000
----------------- -----------------
Income (Loss) before Non-controlling Interest -108,000 549,000
Non-controlling Interest 52,000 41,000
----------------- -----------------
Net Income (Loss) for the Year -160,000 508,000
Costs Related to Issuance of Share Capital -912,000 --
Retained Earnings - Beginning of Year (Note 11) 671,000 163,000
----------------- -----------------
Retained Earnings - End of Year (Statement 1) -401,000 671,000
================= =================
Earnings per Share:
Basic .00 .01
================= =================
Fully Diluted .00 .00
================= =================
</TABLE>
(SEE ACCOMPANYING NOTES)
<PAGE>
Statement 3
ALEXA VENTURES INC.
(now Eiger Technology, Inc.)
CONSOLIDATED STATEMENT of CHANGES in CASH POSITION
for the year ended September 30th 1999
<TABLE>
<CAPTION>
1999 1998
---- ----
$ $
<S> <C> <C>
Cash Provided by (Used In) Operating Activities:
Net Income (Loss) for the Year -160,000 508,000
Items not Involving Cash:
Amortization 427,000 242,000
Future Income Taxes -- 34,000
Changes in Non-cash Working Capital Balances:
Accounts Receivable -3,134,000 -1,319,000
Inventory -1,037,000 -1,126,000
Prepaid Expenses -226,000 -18,000
Accounts Payable and Accrued Liabilities 433,000 1,886,000
Income Taxes Payable 165,000 27,000
Future Income Taxes -1,000 -1,000
Non-controlling Interest 52,000 41,000
----------------- -----------------
-3,481,000 274,000
----------------- -----------------
Investing Activities:
Purchase of Capital Assets -147,000 -303,000
Long-term Investments -- -150,000
Purchase of Other Assets -1,326,000 -581,000
----------------- -----------------
-1,473,000 -1,034,000
----------------- -----------------
Financing Activities:
Increase (Decrease) in Long-term Debt -476,000 394,000
Advances from (Repayments to) Related Parties 112,000 -112,000
Increase (Decrease) in Capital Lease Obligation -83,000 -108,000
Contributed Surplus -- --
Issuance of Share Capital 6,116,000 --
----------------- -----------------
5,669,000 174,000
----------------- -----------------
Increase (Decrease) in Cash during the Year 715,000 -586,000
Cash Position - Beginning of the Year -1,302,000 -716,000
----------------- -----------------
Cash Position - End of the Year -587,000 -1,302,000
================= =================
Analysis of Cash Position:
Cash 1,173,000 146,000
Bank Indebtedness -1,760,000 -1,448,000
----------------- -----------------
-587,000 -1,302,000
================= =================
</TABLE>
<PAGE>
ALEXA VENTURES INC.
(now Eiger Technology, Inc.)
NOTES to the FINANCIAL STATEMENTS
September 30th 1999
1. Significant Accounting Policies:
(a) Nature of Business:
The company is incorporated under the laws of British Columbia and is
engaged in the manufacture and/or distribution of, computer peripherals,
electronic ballasts, and custom fabricated metal products.
(b) Principles of Consolidation:
The accompanying consolidated financial statements include the accounts of
Alexa Ventures Inc.(now Eiger Technology, Inc.) and all of its subsidiary
companies listed in Note 2. All significant intercompany transactions and
balances have been eliminated upon consolidation.
(c) Inventory:
Inventory is valued at the lower of cost and net realizable value
determined on a first-in, first-out basis.
(d) Capital Assets:
Capital assets are recorded at cost. Amortization is calculated on the
declining-balance basis at the following annual rates:
Building - 4%
Machinery and Equipment - 5-10%
Automotive Equipment - 30%
Computer Hardware - 20%
Computer Software - 20%
Leasehold Improvements - 10% straight line basis
(e) Income Taxes:
Income taxes are provided for using the taxes payable method of tax
deferral which relates the tax provision to the accounting income for the
year based on the tax rates expected to be in effect at the time of
realization.
<PAGE>
ALEXA VENTURES INC.
(now Eiger Technology, Inc.)
NOTES to the FINANCIAL STATEMENTS
September 30th 1999
1. Significant Accounting Policies: (Continued)
--------------------------------
(f) Issuance of Share Capital:
Costs of issuance of share capital has been charged to retained earnings.
(g) Long-term Investments:
The company's 50% equity in 1034005 Ontario Limited is accounted for at
cost as active operations have not yet commenced.
The company's portfolio interest in Uniqrypt Technologies Inc. is
accounted for at cost.
The company's 33% interest in Cognitive Finance Inc. is accounted for at
cost as the company is closely held and Alexa Ventures Inc. does not have
significant influence.
(h) Other Assets:
Goodwill is amortized on a straight-line basis over 10 years (40 years for
acquisitions prior to 1997). Product development costs are written down to
expected realizable value, and will be amortized when production
commences. Deferred organization, finance, and regulatory approval costs
are amortized over 2 to 5 years. The initial listing fee for the Toronto
Stock Exchange is recorded at cost and is being amortized over 10 years on
a straight-line basis. Franchise and manufacturing rights will be
amortized on a straight-line basis over ten years once active
manufacturing and franchising operations commence.
(i) Revenue Recognition:
Sales are recorded upon shipment to customers. Fees are recognized as
services are rendered.
(j) Consolidated Statement of Changes in Cash Position:
This financial statement complies with International Accounting Standard
No. 7.
(k) Change in Accounting Policy:
The company has changed its accounting policy with respect to negotiated
reductions to loans payable. Such amounts are now recognized as income
rather than treated as additions to contributed capital. The revised
accounting policy is in accordance with the requirements of U.S. GAAP and
is permissible under Canadian GAAP. Retroactive effect of this change in
accounting policy has been given to the negotiated loan reduction of
$424,000 realized in 1998.
<PAGE>
ALEXA VENTURES INC.
(now Eiger Technology, Inc.)
NOTES to the FINANCIAL STATEMENTS
September 30th 1999
2. Related Party Transactions:
--------------------------
Alexa Ventures Inc. is related to the following corporations:
Name of Corporation Nature of Relationship
Vision Unlimited Equipment Inc. 100% Subsidiary
A.D.H. Custom Metal Fabricators Inc. 100% Subsidiary of Vision
Unlimited Equipment Inc.
Alexa Properties Inc. 100% Subsidiary
Applied Lighting Technology Inc. 75% Subsidiary
Energy Products International Inc. 75% Subsidiary
International Ballast Corp. 100% Subsidiary
K-Tronik Int'l Corp. 53% Subsidiary
Lexatec VR Systems Inc. 60% Subsidiary
EPI International Corp. 75.5% owned through K-Tronik
Int'l Corp. and the company
Alexa Korea Holdings, Inc. 100% Subsidiary
Point Multimedia Systems, Inc. 64% Subsidiary of Alexa Korea
Holdings, Inc.
Alexa (U.S.A.), Inc. 100% Subsidiary
Eiger Labs Group, Inc. 64% Subsidiary of Alexa
(U.S.A.), Inc.
All transactions within the corporate group are in the normal course of
business, are transacted at fair market value, are recorded at the
carrying value at the time, and are eliminated upon consolidation.
Intercompany balances at the financial statement date are also eliminated
upon consolidation.
Service fees paid to corporations owned by four Alexa Ventures Inc. ( now
Eiger Technology, Inc.) management personnel during the period totalled
$208,300 (1998: $159,500).
The balance receivable from related parties at yearend is comprised of
advances to Richfield Black SA, a presently inactive joint venture, which
bear no interest and have no specific terms of repayment. The 1998 balance
included loans to officers of Lexatec VR Systems Inc. of $112,000,
repayable within one year without interest.
<PAGE>
ALEXA VENTURES INC.
(now Eiger Technology, Inc.)
NOTES to the FINANCIAL STATEMENTS
September 30th 1999
3. Long-term Investments:
---------------------
<TABLE>
<CAPTION>
1999 1998
---- ----
$ $
<S> <C> <C>
Investment in 1 of 2 outstanding common shares
and 175,000 of 300,000 outstanding special
shares of 1034005 Ontario Limited 175,000 175,000
Portfolio Investment in Uniqrypt Technologies Inc. 17,000 17,000
33% Equity Investment in Cognitive Finance Inc. 150,000 150,000
-------------- ----------
342,000 342,000
</TABLE>
4. Capital Assets:
--------------
1999 1998
----------------------------------------------
Accumulated Net Book Net Book
Cost Amortization Value Value
---------------------------------------------
$ $ $ $
Land 159,000 -- 159,000 159,000
Building 556,000 93,000 463,000 482,000
Machinery and Equipment 2,156,000 1,004,000 1,152,000 1,029,000
Furniture and Fixtures 199,000 116,000 83,000 64,000
Automotive Equipment 42,000 22,000 20,000 129,000
Leasehold Improvements 249,000 114,000 135,000 164,000
Computer Hardware 92,000 60,000 32,000 68,000
Computer Software 36,000 24,000 12,000 19,000
--------- --------- --------- ---------
3,489,000 1,433,000 2,056,000 2,114,000
========= ========= ========= =========
<PAGE>
ALEXA VENTURES INC.
(now Eiger Technology, Inc.)
NOTES to the FINANCIAL STATEMENTS
September 30th 1999
4. Capital Assets - continued:
--------------------------
The following assets held under capital lease are included in capital
assets as described above. This equipment is amortized at rates equal
to rates for similar equipment.
<TABLE>
<CAPTION>
1999 1998
---------------------------------------------------------------
Accumulated Net Book Net Book
Cost Amortization Value Value
----------------------------------------------------------------
$ $ $ $
<S> <C> <C> <C> <C>
Machinery and Equipment 324,000 76,000 248,000 262,000
Computer Hardware 33,000 19,000 14,000 17,000
Leasehold Improvements 79,000 36,000 43,000 51,000
------------------------------------------------------------------
436,000 131,000 305,000 330,000
================================================================
</TABLE>
5. Other:
-----
<TABLE>
<CAPTION>
1999 1998
---- ----
$ $
<S> <C> <C>
Goodwill 1,391,000 471,000
Product Development Costs 212,000 763,000
Deferred Organization and Financing Costs 525,000 45,000
Regulatory Approval 141,000
Initial Listing Fee - T.S.E 18,000 20,000
Franchise and Manufacturing Rights 50,000 50,000
Long-term Deposits 95,000 35,000
--------- ---------
3,432,000 1,384,000
========= =========
</TABLE>
6. Bank Indebtedness :
-----------------
The bank overdraft bears interest at prime plus .75%, is due on demand,
and is secured by a general security agreement which covers an
assignment of inventory, equipment and accounts receivable.
ALEXA VENTURES INC.
(now Eiger Technology, Inc.)
NOTES to the FINANCIAL STATEMENTS
September 30th 1999
7. Long-term Debt:
--------------
<TABLE>
<CAPTION>
1999 1998
---- ----
$ $
<S> <C> <C>
Term loan, K-Tronik Industries Inc.,
negotiated reduction of $293,000 and
balance of $157,000 paid off during 1999 -- 450,000
Term loan, Hongkong Bank of Canada; secured by assignment of book debts
and deposit balances, trade finance agreement and general security
agreement; refinanced with the Royal Bank at $965,000 on November 1,
1999; repayable in monthly instalments of $10,000 plus interest
calculated
at Royal Bank prime plus 1/4% 878,000 1,213,000
Accrued severance benefits; payable to the employees
of Point Multimedia Systems, Inc. upon termination
of employment 49,000 --
Unsecured notes payable; no interest and no specific
terms of repayment 284,000 --
Lien note payable; secured by automobile -- 24,000
---------- ----------
1,211,000 1,687,000
Less: Current Portion (100,000) (227,000)
---------- ----------
1,111,000 1,460,000
</TABLE>
Principal payments required on long-term debt for the next five years
are as follows:
Year Amount
---- ------
$
2000 100,000
2001 120,000
2002 120,000
2003 120,000
2004 120,000
--------------
580,000
<PAGE>
ALEXA VENTURES INC.
(now Eiger Technology, Inc.)
NOTES to the FINANCIAL STATEMENTS
September 30th 1999
8. Obligations Under Capital Leases:
--------------------------------
The total balance of capital leases owing at the end of the year of
$37,000 is payable in the fiscal year ending September 30th, 2000.
9. Future Income Tax Liabilities:
-----------------------------
Significant components of future income tax liabilities are as follows:
1999 1998
-------- --------
$
Excess of net book value of capital assets
over tax value 257,000 254,000
-------- --------
Total future income tax liabilities 257,000 254,000
-------- --------
Operating losses carried forward (3,000) --
"Canadian Exploration Expenses" carried forward (69,000) (69,000)
Other (10,000) (9,000)
-------- --------
Total future income tax assets (82,000) (78,000)
-------- ========
Net future income tax liabilities 175,000 176,000
======== ========
10. Share Capital:
-------------
Authorized: 100,000,000 Common Shares
Issued: 1999 1998
----------- -----------
$ $
21,284,358 Common Shares (1998: 13,815,001) 10,252,000 2,176,000
Less: Reciprocal holdings of 826,929 shares
(1998: Nil) (1,149,000) --
----------- -----------
Net: 20,457,429 Common Shares (1998: 13,815,000) 9,103,000 2,176,000
=========== ===========
<PAGE>
ALEXA VENTURES INC.
(now Eiger Technology, Inc.)
NOTES to the FINANCIAL STATEMENTS
September 30th 1999
10. Share Capital - continued:
-------------------------
Stock Options:
The following stock options have been granted unconditionally:
Number Expiry
of Shares Price Date
----------------- ----- ---------
$
Ken Rampersad Management 50,000 .55 05/01/00
Keith Attoe Management 50,000 .60 09/08/00
Keith Attoe Management 100,000 .90 11/11/00
Walter Keyser Director 50,000 .70 09/30/00
Beverly Boorsma Management 15,000 .85 11/07/00
Ken Rampersad Management 50,000 .85 04/17/00
Keith Attoe Management 100,000 .85 04/17/00
Dingeman Kleppe Employee 30,000 .85 04/17/00
Walter Keyser Director 100,000 .85 04/17/00
Robert Kim K-Tronik 200,000 .60 04/02/01
Steve Kim K-Tronik 50,000 .60 04/02/01
Philip Cassis Unrelated 50,000 .80 08/06/00
Cheon Hong Kim Unrelated 25,000 .80 06/25/00
Robert Hoegler Director 25,000 .75 05/01/00
Management has agreed to issue shares to Seung Bae Lim, Yong Kook Kim, Tae Jin
Lee and Rae Myung Cha, in equal amounts, as performance earn out consideration
contingent upon achieving the criteria tabled below for the combined results of
Eiger Labs Group, Inc. and Point Multimedia Systems, Inc.:
Common
Year Gross Sales Net Income Shares
1999 $27 million U.S $1.0 million U.S. 600,000
2000 $70 million U.S. $2.5 million U.S. 750,000
2001 $80 million U.S. $3.5 million U.S. 750,000
2002 $90 million U.S. $4.0 million U.S, 900,000
2003 $110 million U.S. $4.5 million U.S. 1,000,000
No shares were issued in fiscal 1999 as a result of this agreement.
ALEXA VENTURES INC.
(now Eiger Technology, Inc.)
NOTES to the FINANCIAL STATEMENTS
September 30th 1999
10. Share Capital - continued:
Stock options have been granted to Robert Kim contingent upon meeting
sales quotas for K- Tronik Int'l Inc. as tabled below:
<TABLE>
<CAPTION>
Number of
Monthly Sales for Six Options
Consecutive Months Exercisable Total Exercise Cumulative
Units of Ballasts Per Plateau Price
<S> <C> <C> <C>
50,000 per month for 6 consecutive months 70,000 70,000 .60
60,000 per month for 6 consecutive months 70,000 140,000 .60
70,000 per month for 6 consecutive months 70,000 210,000 .60
80,000 per month for 6 consecutive months 70,000 280,000 .60
90,000 per month for 6 consecutive months 70,000 350,000 .60
</TABLE>
No shares were issued in fiscal 1999 as a result of this agreement.
11. Prior Period Adjustments:
------------------------
(a) Retained Earnings:
1999 1998
------- -------
$ $
Balance - Beginning of Year:
As Previously Reported 247,000 163,000
Retroactive Change in
Accounting Policy (Note 1(j)) 424,000 --
------- -------
As Restated 671,000 163,000
======= =======
(b) Comparative Figures for 1998:
In connection with the retroactive change in accounting policy
noted above, net income reported for 1998 has been increased
by $424,000 and contributed capital has been reduced by the
same amount. Certain other comparative figures for 1998 have
been changed to conform to 1999 presentation format.
12. Provision for Income Taxes:
--------------------------
1999 1998
------- -------
$
Current Provision: 33,000 71,000
------- -------
Future Provision:
Losses carried forward (3,000) 6,000
Net book value of capital assets 3,000 17,000
Canadian Exploration Expenses -- 11,000
------- -------
-- 34,000
------- -------
Total Provision 33,000 105,000
======= =======
Reconciliation of Tax Provision:
Income (Loss) before Provision for Income Taxes (75,000) 654,000
Taxable Intercompany Gain Eliminated on Consolidation 467,000 --
Amortization of Goodwill Arising on Consolidation 66,000 48,000
Utilization of Unrecognized Losses Carried Forward (50,000) (43,000)
Minor Permanent Differences (4,000) (5,000)
Non-taxable item - Negotiated Reduction of Loan (293,000) (424,000)
-------- --------
Income Subject to Current and Future Income Taxes 111,000 230,000
======== ========
At Average Statutory Rate (1999: 30%; 1998: 46%) 33,000 105,000
======== ========
The average statutory rate decreased significantly due to the large
portion of taxable earnings attributable to Point Multimedia Systems,
Inc. which is based in South Korea and has a much lower tax rate.
As noted above, the company utilized previously unrecognized
non-capital losses carried forward of $50,000 to effect income tax
savings of approximately $23,000. Unrecognized non-capital losses of
$24,000 remain to be applied to future years' taxable income until
2004.
ALEXA VENTURES INC.
(now Eiger Technology, Inc.)
NOTES to the FINANCIAL STATEMENTS
September 30th 1999
13. Acquisitions of Subsidiary Companies:
------------------------------------
During the year, the company acquired 64% of the commons shares of Point
Multimedia Systems, Inc. through newly-formed Alexa Korea Holdings, Inc.
("Alexa"). Point Multimedia Systems, Inc. ("Point Multimedia") is
incorporated under the laws of the Republic of South Korea and is engaged
in the production and distribution of multimedia communication products.
The acquisition was accounted for using the purchase method. Alexa
contributed $1,000,000 U.S. to Point Multimedia, and 526,928 shares of
Alexa Ventures Inc. (issued at $500,000 U.S.) to the other shareholders
for treasury stock to equal 64%. Additional shares of Alexa Ventures Inc.
are issuable on a performance earn out basis as disclosed in Note 10. The
acquisition took place on September 1st, 2000. Operating results of Point
Multimedia are included in these consolidated financial statements from
that point on. The purchase equation at the time of acquisition was as
follows:
$
Current Assets 4,147,000
Capital Assets 111,000
Goodwill 652,000
Liabilities (1,433,000)
Non-controlling Interest (1,044,000)
----------
2,433,000
Cash ($1,000,000 U.S.) 1,492,000
Shares of Alexa Ventures Inc. 732,000
Finder's Fee Paid 209,000
----------
2,433,000
On September 1, 1999, the company acquired 64% of newly-created
Eiger Labs Group, Inc. through Alexa (U.S.A.), Inc., also
newly-created. Alexa (U.S.A.), Inc. contributed cash of $1,000,000
U.S. and 526,929 shares of Alexa Ventures Inc. issued at $500,000
U.S. to Eiger Labs Group, Inc. for its 64% interest. It also paid a
finder's fee of $208,000. Additional shares of Alexa Ventures Inc.
are issuable on a performance earn out basis as disclosed in Note
10. The holders of the other 36% interest were to contribute the net
assets of Eiger Labs, Inc., a manufacturer of leading-edge
electronic communications products. This side of the transaction did
not occur until October 1st, 1999. Accordingly, the consideration
paid by Alexa was allocated in the purchase equation as to Cash:
$1,460,000; Reciprocal Shareholdings: $732,000; and Goodwill:
$208,000.
ALEXA VENTURES INC.
(now Eiger Technology, Inc.)
NOTES to the FINANCIAL STATEMENTS
September 30th 1999
14. Reconciliation to U.S. GAAP:
---------------------------
These financial statements have been prepared in accordance with
accounting principles generally accepted in Canada ("Cdn. GAAP"). As a
result of the change in accounting policy with respect to the
negotiated reduction in loans payable, as disclosed in Note 1(j), no
significant differences remain to be adjusted to conform to U.S. GAAP.
<TABLE>
<CAPTION>
1999 1998
----------- -----------
$ $
<S> <C> <C>
Net Income (Loss):
- per Cdn. GAAP (160,000) 508,000
=========== ===========
- per U.S. GAAP (160,000) 508,000
=========== ===========
Retained Earnings:
- per Cdn. GAAP (401,000) 671,000
- prior years' under-depreciation of computer
equipment net of deferred tax adjustment (18,000) (18,000)
----------- -----------
- per U.S. GAAP (419,000) 653,000
=========== ===========
Total Assets:
- per Cdn GAAP 16,523,000 9,221,000
- adjustment re depreciable life of computer
equipment net of deferred tax adjustment (18,000) (18,000)
----------- -----------
- per U.S. GAAP 16,505,000 9,203,000
=========== ===========
</TABLE>
ALEXA VENTURES INC.
(now Eiger Technology, Inc.)
NOTES to the FINANCIAL STATEMENTS
September 30th 1999
15. Subsequent Event:
Subsequent to September 30th, 1999, the company changed its name to Eiger
Technology, Inc.
16. Segmented Information:
Management has identified four reportable segments: "ADH", "K-Tronik",
"Lexatec" and "Eiger".
"ADH" consists of A.D.H. Custom Metal Fabricators Inc. and Alexa
Properties Inc. A.D.H. Custom Metal Fabricators Inc. is a manufacturer of
fluorescent light fixtures, data racks and other metal cabinetry. Alexa
Properties Inc. owns the land and manufacturing facility in Stratford,
Ontario. "ADH" also includes the companies previously segmented as the
"Vision" group - Vision Unlimited Equipment Inc., Energy Products
International Inc., International Ballast Corp. and Applied Lighting
Technology Inc. All of these companies are involved in the
energy-efficient fluorescent lighting industry.
"K-Tronik" includes K-Tronik Int'l Inc., a distributor of electronic
ballasts based in Hackensack, New Jersey, and EPI International
Corporation, a manufacturer of electronic ballasts operating in Korea.
"Lexatec" consists of Lexatec VR Systems Inc., a distributor of computer
peripherals operating out of Cerritos, California.
"Eiger" includes Eiger Labs Group, Inc. and Point Multimedia Systems, Inc.
Both of these companies are involved in the production and distribution of
electronic communications products. Point Multimedia Systems, Inc. is
located in South Korea, while Eiger Labs Group, Inc. operates out of
California.
Financial information, segmented according to the above, is presented in
the form of schedules over the next three pages.
<PAGE>
ALEXA VENTURES INC.
(now Eiger Technology, Inc.)
SEGMENTED INFORMATION
for the year ended September 30th 1999
<TABLE>
<CAPTION>
Totals per
Eiger Reconciling Financial
ADH (one month) K-Tronik Lexatec All Others Items Statements
=========== ============= ============= ============ ============= ============= =============
$ $ $ $ $ $ $
<S> <C> <C> <C> <C> <C> <C> <C>
Sales:
External Customers:
- Domestic 3,397,000 0 0 0 0 -464,000 2,933,000
- Foreign 83,000 2,467,000 3,223,000 3,007,000 0 0 8,780,000
----------- ------------- ------------- ------------ ------------- ------------- -------------
3,480,000 2,467,000 3,223,000 3,007,000 0 -464,000 11,713,000
Intersegment 55,000 0 0 0 0 -55,000 0
----------- ------------- ------------- ------------ ------------- ------------- -------------
Total 3,535,000 2,467,000 3,223,000 3,007,000 0 -519,000 11,713,000
Cost of Sales 2,852,000 2,282,000 1,585,000 2,964,000 0 -664,000 9,019,000
----------- ------------- ------------- ------------ ------------- ------------- -------------
Gross Margin 683,000 185,000 1,638,000 43,000 0 145,000 2,694,000
----------- ------------- ------------- ------------ ------------- ------------- -------------
Expenses:
Interest on Long-term Debt 111,000 111,000
Other Interest and Bank Charges 108,000 2,000 123,000 0 0 0 233,000
Amortization of Capital and
Intangible Assets 192,000 4,000 161,000 1,000 3,000 66,000 427,000
Intersegment Management Fees 125,000 0 0 0 -125,000 0 0
Operations and Administration 126,000 76,000 1,293,000 52,000 128,000 323,000 1,998,000
----------- ------------- ------------- ------------ ------------- ------------- -------------
662,000 82,000 1,577,000 53,000 6,000 389,000 2,769,000
----------- ------------- ------------- ------------ ------------- ------------- -------------
Income before Taxes 21,000 103,000 61,000 -10,000 -6,000 -244,000 -75,000
Provision for Income Taxes -6,000 28,000 12,000 2,000 -3,000 0 33,000
----------- ------------- ------------- ------------ ------------- ------------- -------------
27,000 75,000 49,000 -12,000 -3,000 -244,000 -108,000
Non-controlling Interest 12,000 27,000 18,000 -5,000 0 0 52,000
----------- ------------- ------------- ------------ ------------- ------------- -------------
Net Income for the Period 15,000 48,000 31,000 -7,000 -3,000 -244,000 -160,000
=========== ============= ============= ============ ============= ============= =============
ALEXA VENTURES INC.
(now Eiger Technology, Inc.)
SEGMENTED INFORMATION
for the year ended September 30th 1998
Totals per
Reconciling Financial
ADH Eiger K-Tronik Lexatec All Others Items Statements
=========== ============= ============= ============= ============= ============ =============
$ $ $ $ $ $ $
Sales:
External Customers:
- Domestic 3,533,000 0 0 0 0 0 3,533,000
- Foreign 307,000 0 956,000 17,938,000 0 0 19,201,000
----------- ------------- ------------- ------------- ------------- ------------ -------------
3,840,000 0 956,000 17,938,000 0 0 22,734,000
Intersegment 196,000 0 0 0 0 -196,000 0
----------- ------------- ------------- ------------- ------------- ------------ -------------
Total 4,036,000 0 956,000 17,938,000 0 -196,000 22,734,000
Cost of Sales 2,706,000 0 663,000 16,269,000 0 -196,000 19,442,000
----------- ------------- ------------- ------------- ------------- ------------ -------------
Gross Margin 1,330,000 0 293,000 1,669,000 0 0 3,292,000
----------- ------------- ------------- ------------- ------------- ------------ -------------
Expenses:
Interest on Long-term Debt 108,000 0 0 1,000 0 0 109,000
Other Interest and Bank Charges 78,000 0 1,000 8,000 21,000 0 108,000
Amortization of Capital and
Intangible Assets 132,000 0 0 60,000 2,000 48,000 242,000
Intersegment Management Fees 165,000 0 -165,000 0
Operations and Administration 568,000 0 273,000 1,655,000 -317,000 0 2,179,000
----------- ------------- ------------- ------------- ------------- ------------ -------------
1,051,000 0 274,000 1,724,000 -459,000 48,000 2,638,000
----------- ------------- ------------- ------------- ------------- ------------ -------------
Income before Taxes 279,000 0 19,000 -55,000 459,000 -48,000 654,000
Provision for Income Taxes 84,000 0 0 4,000 17,000 0 105,000
----------- ------------- ------------- ------------- ------------- ------------ -------------
195,000 0 19,000 -59,000 442,000 -48,000 549,000
Non-controlling Interest 56,000 0 9,000 -24,000 0 0 41,000
----------- ------------- ------------- ------------- ------------- ------------ -------------
Net Income for the Period 139,000 0 10,000 -35,000 442,000 -48,000 508,000
=========== ============= ============= ============= ============= ============ =============
ALEXA VENTURES INC.
(now Eiger Technology, Inc.)
SEGMENTED INFORMATION
as at September 30th 1999
(with comparative figures as at September 30th 1998)
Totals per
Reconciling Financial
ADH Eiger K-Tronik Lexatec All Others Items Statements
=========== ============= ============= ============= ============= ============ =============
$ $ $ $ $ $ $
Expenditures on Capital Assets
and Intangibles During the Year 19,000 860,000 587,000 7,000 0 0 1,473,000
=========== ============= ============= ============= ============= ============ =============
1998 21,000 0 1,044,000 144,000 0 0 1,209,000
=========== ============= ============= ============= ============= ============ =============
Balance of Capital Assets and
Goodwill as at September 30th 1999
- Domestic 2,052,000 0 0 0 0 0 2,052,000
- Foreign 0 966,000 423,000 6,000 0 0 1,395,000
------------- ------------- ------------- ------------- ------------ ------------- ------------
2,052,000 966,000 423,000 6,000 0 0 3,447,000
============= ============= ============= ============= ============ ============= ============
1998 2,187,000 0 261,000 137,000 0 0 2,585,000
============= ============= ============= ============= ============ ============= ============
Amount of Investment in Investees
Subject to Significant Influence 0 0 0 0 175,000 0 175,000
============= ============= ============= ============= ============ ============= ============
1998 0 0 0 0 175,000 0 175,000
============= ============= ============= ============= ============ ============= ============
Total Assets 5,105,000 7,763,000 4,949,000 808,000 11,547,000 -13,649,000 16,523,000
============= ============= ============= ============= ============ ============= ============
1998 5,009,000 0 2,772,000 1,411,000 4,599,000 -4,570,000 9,221,000
============= ============= ============= ============= ============ ============= ============
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant certifies that it meets all of the requirements for filing
on Form 20-F and has duly caused this annual report to be signed on its behalf
by the undersigned, duly authorized.
Date March 30, 2000 Eiger Technology, Inc.
by /s/ Gerry A. Racicot
----------------------------------
Mr. Gerry A. Racicot
President and Director
[LETTERHEAD OF MONTEITH, MONTEITH & CO.]
AUDITORS' REPORT
To the Shareholders of
Alexa Ventures Inc.:
We have audited the consolidated balance sheets of Alexa Ventures Inc. as at
September 30th, 1999 and 1998 and the consolidated statements of operations and
retained earnings, and changes in cash position for the years then ended. These
financial statements are the responsibility of the company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
In our opinion, these financial statements present fairly in all material
respects, the financial position of Alexa Ventures Inc. as at September 30th,
1999 and 1998 and the results of its operations and the changes in its cash
position for the years then ended in accordance with generally accepted
accounting principles.
CHARTERED ACCOUNTANTS.
'Monteith, Monteith & Co.
Stratford, Ontario,
February 2nd, 2000.
