UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the quarterly period ended March 31, 2000
--------------
Bridge Technology, Inc.
- ------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 59-3065437
- ------------------------------------------------------------------------
(State or other jurisdiction of incorporation (IRS Employer
or organization) Identification No.)
12601 Monarch Street, Garden Grove, CA 92841
- ------------------------------------------------------------------------
(Address of principal executive offices)
(714) 891-6508
- ------------------------------------------------------------------------
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [X] No []
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act
after the distribution of securities under a plan confirmed by a court.
Yes [X] No []
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date
10,442,186
- ----------
Transitional Small Business Disclosure Format (Check one): Yes [X] No [ ]
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<PAGE>
PART 1 FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
<CAPTION>
Bridge Technology, Inc. and Subsidiaries
Consolidated Balance Sheets
December 31, March 31,
1999 2000
------------- -----------
<S> <C> <C>
Assets
Current assets:
Cash $ 2,900,029 $3,712,215
Accounts receivable less allowance for
doubtful accounts of $112,911 and
$118,895 5,793,882 5,966,414
Subscription receivable 75,000 -
Advances to employees 1,200 1,200
Other receivables 39,082 134,561
Inventory, less provision of $168,101 and
$168,101 3,157,433 11,530,047
Due from related party 28,107 44,832
Due from CMS related party - 1,402,051
Other current assets 110,284 113,713
----------- -----------
Total current assets 12,105,017 22,905,033
Property and equipment, net 801,881 895,471
Goodwill, net - 2,535,155
Purchased intangibles 200,000 200,000
Related party receivables 250,000 225,000
Deferred income tax 70,750 70,399
Other assets 105,908 105,900
----------- -----------
Total assets $13,533,556 $26,936,958
=========== ===========
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 5,289,936 $12,313,748
Accrued taxes payable 307,804 188,696
Accrued liabilities 862,506 637,808
Bank Loans payable 97,905 1,600,000
Current portion of note payable 150,155 140,086
Loans from related parties - 2,900,000
Other current liabilities 43,405 96,640
------------ -----------
Total current liabilities 6,751,711 17,876,978
Notes payable, less current portion 727,643 755,908
------------ -----------
Total liabilities 7,479,354 18,632,886
------------ -----------
Minority interest 38,552 2,317,382
Shareholders' equity
Common stock: par value $0.01 per share, 104,422 104,522
authorized 100,000,000 shares,
10,442,186 shares and 10,452,186 shares
outstanding at December 31, 1999 and
March 31, 2000
Additional paid-in capital 6,721,852 6,760,418
Treasury stock (2,000) (2,000)
- PAGE 2 -
<PAGE>
Accumulated deficit (744,415) (808,499)
Accumulated other comprehensive income (64,209) (67,751)
------------ -----------
Total shareholders' equity 6,015,650 5,986,690
------------ -----------
Total liabilities and shareholders' equity $13,533,556 $26,936,958
============ ===========
</TABLE>
See accompanying summary of accounting policies and notes to
consolidated financial statements.
F-1
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<PAGE>
<TABLE>
<CAPTION>
Bridge Technology, Inc. and Subsidiaries
Consolidated Statements of Operations
Three Months Ended
-----------------------------
March 31, March 31,
1999 2000
-----------------------------
(Unaudited) (Unaudited)
<S> <C> <C>
Net sales $ 9,588,094 $ 21,750,963
Cost of sales 8,110,953 19,848,225
------------ -------------
Gross profit 1,477,141 1,902,738
Research and development 57,686 191,715
Selling, general and 1,089,296 1,659,458
administrative expense
------------ -------------
Income from operations 330,159 51,565
Other Income(expense):
Interest income (expense), net 5,261 (51,392)
Other income 2,810 67,812
------------ -------------
Income before income taxes 338,230 67,985
Income Taxes provision 121,676 71,272
----------- -----------
Net income (loss) 216,554 (3,287)
Minority interest - (60,797)
------------- -----------
Net income (loss) applicable to common $ 216,554 $ (64,084)
shares
============= ===========
Basic weighted average number of 8,961,630 10,450,630
common stock outstanding
============= ===========
Basic earnings (loss) per share $ 0.02 $ (0.01)
============= ===========
Diluted weighted average number of $ 11,160,085 $ -
common stock outstanding
============= ===========
Diluted income per share $ 0.02 $ -
============= ===========
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<PAGE>
Comprehensive income (loss) and its
components consist of the following:
Net income (loss) $ 216,554 $ (64,084)
Foreign currency translation 18,050 (3,542)
adjustment, net of tax -------------- ------------
Comprehensive income (loss) $ 234,604 $ (67,626)
============== ============
</TABLE>
See accompanying summary of accounting policies and notes to
consolidated financial statements.
F-2
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<PAGE>
<TABLE>
<CAPTION>
Bridge Technology, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
Increase (Decrease) in Cash and Cash Equivalents
Three Months Ended
-------------------------
March 31, March 31,
1999 2000
-------------------------
(UnAudited) (Unaudited)
<S> <C> <C>
Cash flows from operating activities
Net income (loss) $ 216,554 $ (64,084)
Adjustments to reconcile net loss to net
cash provided by (used in) operating
activities:
Depreciation and amortization 38,668 182,392
Provision for doubtful accounts 11,781 5,984
Stock in exchange for services - 3,666
Increase (decrease) from changes in operating
assets and liabilities:
Trade receivables 1,357,943 4,126,030
Inventory 32,297 2,629,910
Other receivables 81,231 (29,659)
Advances to employees 27,500 -
Prepaid and other assets (32,237) (3,614)
Related party receivable - 25,000
Other assets (47,734) -
Accounts payable 390,112 (6,233,870)
Accrued liabilities (987,572) (557,701)
Income taxes payable (66,442) (221,757)
Other liabilities 247,494 53,236
Payable to employee (41,161) -
Due from CMS related pary - (2,549,825)
Due from related party - (16,725)
Minority interest - 57,886
----------- ------------
Net cash provided by (used in) operating 1,228,450 (2,593,131)
activities
=========== ============
Cash flows from investing activities
Purchase of property, plant and equipment (172,152) (69,915)
Acquisition of CMS, net of cash acquired - (5,293,164)
------------ ------------
Net cash used in investing activities (172,152) (5,363,079)
============ ===========
Cash flows from financing activities
Proceeds from loans payable 8,377 1,720,291
Repayments on loans payable (439,532) (200,000)
Proceeds from issuance of common stock 450,000 -
Proceeds from exercise of warrants - 35,000
Proceeds form related party - 2,900,000
Stock subscription collected - 4,316,645
------------ -----------
Net cash provided by financing activities 18,845 8,771,936
============ ===========
Effect of exchange rate changes on cash 18,048 (3,540)
============ ===========
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<PAGE>
Net increase in cash and cash equivalents 1,093,191 812,186
Cash and cash equivalents, beginning of year 2,115,727 2,900,029
----------- ------------
Cash and cash equivalents, end of year $ 3,208,918 $ 3,712,215
=========== ============
Supplemental information:
Cash paid during the year for:
Interest $ 9,336 $ 60,151
Income taxes 85,376 16,400
----------- ------------
</TABLE>
See accompanying summary of accounting policies and notes to
consolidated financial statements.
F-4
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<PAGE>
Bridge Technology, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements
(Unaudited)
Organization and Business
Bridge Technology, Inc. (The Company) was organized under the law of the
State of Nevada on April 15, 1969. Starting from April 1997, the Company
registered to do business in the State of California and is primarily engaged
in development and distribution of various hardware, software, and peripheral
products used in computer systems and sales to value added resellers and
system integrators. The Company started to enter into wireless internet
business in 1999.
The Company has the following subsidiaries:
Ownership
---------
Bridge R&D, Inc. 100% Established on June 1, 1997
Newcorp Technology 100% Merged on November 1, 1997
Limited (in Japan)
PTI Enclosures, Inc. 100% Merged on December 14, 1998
Newcorp Technologies, Inc. (USA) 100% Established on March 23, 1999
Pacific Bridge Net 80% Established on August 16, 1999
Autec Power Systems, 100% Merged on December 1, 1999
CMS Technology Limited 60% Acquired on January 3, 2000
Note 1 - Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-QSB
and Article 10 of Regulation S-X. Accordingly, they do not include all
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring adjustments)
considered necessary for fair presentation have been included.
Operating results for the three months period ended March 31, 2000 are
not necessarily indicative of the results that may be expected for the
year ending December 31, 2000. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Company's annual report on Form 10-KSB for the year ended December 31,
1999.
Note 2 - Income Taxes
As of December 31, 1999, for federal income tax purposes, the Company
had approximately $180,000 in net operating loss carryforwards expiring
through 2018. Additionally, one of the subsidiaries of the Company has net
operating loss carryforwards, not included above, which are separate return
year losses in the amount of approximately $77,000 and will begin to expire in
2008. The annual utilization of the operating loss carryforward
may be significantly limited due to the adverse resolution, if any, with
respect to the loss carryover provisions of Internal Revenue Code
Section 382 in connection with certain stock issuances by the Company.
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<PAGE>
Note 3 - Shareholders' Equity
In October 1999, the Company issued 50,000 warrants to a public relations firm
in exchange for public relations services starting from November 1, 1999 to
April 30, 2000. Accordingly, an expense of $3,666 on a pro rata basis was
recognized and included as a general and administrative expense.
In January 2000, a key employee of the Company exercised 10,000 warrants with
an exercise price of $3.50 per share in exchange for 10,000 shares of common
stock. The Company accordingly received proceeds of $35,000 from the
employee.
F-5
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<PAGE>
Bridge Technology, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements
Note 4 - Acquisition of CMS Technology Limited
In December 1999, the Company entered into an acquisition agreement with CMS
Technology Limited (CMS), a related party company incorporated under the laws
of Hong Kong Special Administrative Region, to acquire 60% equity interest for
cash of $6 million subject to a valuation report that will be performed by a
third party appraisal firm. Funding of acquisition has been obtained from the
following sources. $2.9 million from the Company's related parties, and $1.55
million from the Company's line of credit. The remaining $1.55 million was
financed from the Company's working capital.
The acquisition was effective January 3, 2000. The acquisition transaction
was accounted for under the purchase method. The fair market value of 60%
equity interest in CMS Technology Limited amounted to $3,331,416,
consequently, the Company recognized a goodwill of $2,668,584, which will be
amortized over a five year period on a straight line basis. The Company
recognized a $133,429 amortization charge against goodwill at March 31, 2000.
At the same time, a director and shareholder of the Company acquired 10% of
equity interest in CMS. In accordance with the acquisition agreement, the
Company has an option to acquire the remaining 30% of equity interest in CMS
in exchange for 300,000 shares of the Company's common stock.
As the acquisition took place on January 3, 2000, the pro forma statements of
operations for the period ended March 31, 2000 is identical to the statement
of operations presented for the first quarter 10Q. The pro forma statement of
operations for the year ended December 31, 1999 is presented on the following
page. The condensed pro forma statement of operations for the period ended
March 31, 1999 was presented as follows:
CMS Bridge Pro Forma
March 31, March 31, March 31,
1999 1999 1999
------------ ----------- ------------
Revenue $ 12,883,621 $ 9,588,094 $ 22,471,715
------------ ----------- ------------
Net income $ 143,949 $ 216,554 360,503
------------ -----------
Adjustment:
Amortization of goodwill (133,429)
------------
Pro forma net income $ 227,074
------------
Note 5 - Subsequent Events
In April 2000, the Company increased its revolving line of credit facility to
an aggregate amount of principal not to exceed $3,000,000.
F-6
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<PAGE>
<TABLE>
<CAPTION>
Bridge Technology, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements
(Unaudited)
CMS Bridge Pro Forma CMS Bridge Pro Forma
Operation Operation Consolidated Operation Operation Consolidated
Results Results Operation Results Results Operation
Year Ended Year Ended Results Three Three Results
Dec. 31, Dec. 31, Year Ended Months Months Period
1999 1999 Dec. 31, Ended Ended Ended
1999 March 31, March 31, March 31,
2000 2000 2000
----------- ----------- ----------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Revenues $51,534,484 $34,272,187 $85,806,671 $12,929,979 $8,820,984 $21,750,963
Cost of 49,405,361 27,961,504 77,366,865 12,395,061 7,453,164 19,848,225
goods sold
----------- ----------- ----------- ----------- ---------- -----------
Gross profit 2,129,123 6,310,683 8,439,806 534,918 1,367,820 1,902,738
Pro forma - - 533,717 - - 133,429
adjustment:
goodwill
amortization
Research and - 339,380 339,380 - 191,715 191,715
development
Selling, 1,528,034 5,015,522 6,543,556 342,362 1,183,667 1,526,029
general and
administrative
expenses
---------- ----------- ----------- ----------- ---------- -----------
Income (loss) 601,089 955,781 1,023,153 192,556 (7,562) 51,565
from
operations
Other income
(expense):
Interest (2,185) 68,724 66,539 - (51,392) (51,392)
(expense)
income, net
Other 79,891 (11,949) 67,942 38,925 28,887 67,812
---------- ----------- ---------- ----------- ----------- ----------
Income (loss) 678,795 1,012,556 1,157,634 231,481 (30,067) 67,985
before
income taxes
Income taxes 103,000 363,283 466,283 37,013 34,259 71,272
---------- ----------- ---------- ----------- ----------- ----------
Income (loss) 575,795 649,273 691,351 194,468 (64,326) (3,287)
before
minority
interest
- PAGE 11 -
<PAGE>
Less: Income 230,318 (11,448) 218,870 77,787 (16,990) 60,797
(loss) attri-
butable to
minority
interest
---------- ----------- ------------ ----------- ---------- -----------
Net Income $ 345,477 $ 660,721 $ 472,481 $ 116,681 $ (47,336) $ (64,084)
(loss) ========= =========== ============ =========== ========== ===========
applicable
to common
share
Basic earn- $ 0.05 $ (0.01)
ings per =========== ===========
share
Basic weighed 9,800,665 10,450,630
average =========== ===========
number of
common stock
outstanding
Diluted earn- 0.04 -
ings per =========== ===========
share
Diluted weighed 10,581,406 -
average =========== ===========
number of
common stock
outstanding
</TABLE>
Bridge Technology, Inc. acquired a 60% equity interest in CMS Technology Limited
effective January 3, 2000. The above pro forma information provides what if
Bridge Technology, Inc. acquired a 60% equity interest on January 1, 1999 and
January 1, 2000.
F-7
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<PAGE>
Bridge Technology, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements
(Unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Except for historical information contained herein, the matters set
forth in this report are forward-looking statements within the meaning
of the "Safe Harbor" provisions of the Private Securities Litigation Act
of 1995. These forward-looking statements are subject to risks and
uncertainties that may cause actual results to differ materially. The
Company disclaims any obligations to update these forward-looking
statements.
Results of Operations for the Three Months ended March 31, 2000 as
compared to the Three Months Ended March 31, 1999.
Net Sales of $21,750,963 for the three months ended March 31, 2000
increased by $12,162,869 (127%) over net sales of $9,588,094 for the
same period of 1999. The increase was due primarily to the inclusion of CMS
Technology Limited revenue for the period ended March 31, 2000.
Gross Profit for three months ended March 31, 2000 was $1,902,738, a
29% increase when compared to $1,477,141 for the three months ended
March 31, 1999, reflecting higher volume of revenue attributed to the
inclusion of CMS Technology Limited for the period ended March 31, 2000.
Gross profit as a percentage of net sales declined from 15% for the three
months ended March 31, 1999 to 9% for the three months ended March 31, 2000.
The decrease is principally due to lower margin of CMS Technology Limited.
Research and development expenses increased by $134,029 to $191,715 in the
three months ended March 31, 2000, compared to $57,686 for the three months
ended March 31, 1999. This represents a 232% increase and is due to Autec
investing extra resources to develop improved products.
Selling, general and administrative expenses increased by $570,162
to $1,659,458 in the three months ended March 31, 2000 compared to
$1,089,296 for the three months ended March 31, 1999. As a percentage of
revenue, these expenses decreased from 11.4% in the three months ended
March 31, 1999 to 7.6% in the three months ended March 31, 2000. The decline
is largely due to the inclusion of CMS Technology Limited for the period ended
March 31, 2000.
Operating results decreased from income of $330,159 in the three months ended
March 31, 1999 to income of $51,565 in the three months ended March 31, 2000.
The decrease principally reflects lower margins in the three months ended
March 31, 2000 as well as $133,429 amortization charge of goodwill included in
selling, general and administrative expenses at March 31, 2000, as a result of
the acquisition of CMS Technology Limited at January 3, 2000. Income form
operations as a percentage of revenue decreased from 3.4% in the three months
ended March 31, 1999 to 0.2% in the three months ended March 31, 2000.
Net interest declined $56,653 from income of $5,261 in the three months ended
March 31, 1999 compared to the expense of $51,392 in the three months ended
March 31, 2000. Other income increased form $2,810 in the three months ended
March 31, 1999, compared to the $67,812 in the three months ended March 31,
2000.
Net income decreased from $216,554 or $0.02 per share for the three months
ended March 31, 1999 compared to a loss of $64,084 or a loss of $0.01 per
- PAGE 13 -
<PAGE>
share on a higher number of shares outstanding for the three months ended
March 31, 2000.
F-8
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<PAGE>
Bridge Technology, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements
(Unaudited)
Liquidity and Capital Resources
Since current management acquired control of the Company in early 1997,
the Company has financed its operations with internally generated cash
and with the private placement of its securities totaling in excess of
$2,600,000 to a limited number of accredited investors with knowledge of
the Company's operations and plans to expand.
The Company is expected to augment it initial investment in DVD (digital
versatile disk), including an OPU (optical pickup unit) in order to commence
manufacturing in China and France. In addition the Company is in the process
of restructuring and financing its Pacific Bridge Net subsidiary. The Company
is also negotiating for a $20,000,000 private placement of its securities for
current and future plans. There is no assurance that financing can be
obtained and if available that the terms would be acceptable to the Company.
Based on these results the Company is actively seeking OEM customers and
manufacturing facilities in China and France.
The Company's capital requirements have been and will continue to
be significant and its cash and cash requirements have been sufficient
to cover its cash flow from operations. At March 31, 2000, the Company
had a working capital of $5,028,055 and cash of $3,712,215 compared to a
working capital of $5,353,306 and cash of $2,900,029 at December 31,
1999. Since restarting operations, the Company has satisfied its
working capital requirements with cash generated through operations and
the issuance of equity securities, and obtaining working capital bank
loans.
Net cash provided by operating activities in the three months ended
March 31, 2000 was $2,593,131 as compared to $1,228,450 provided by operating
activities in the three months ended March 31, 1999, the difference is mainly
due to decrease in accounts payable, and an increase in amounts owing from
other shareholders of CMS.
Net cash used in investing activities in the three months ended March 31, 1999
was $172,152 for the purchase of fixed assets and intangible assets in Japan,
as compared to $69,915 for the purchase of fixed assets in the three months
ended March 31, 2000. The acquisition of CMS Technology Limited accounted for
5,243,164 cash used for the acquisition, net of cash acquired.
Net cash provided by financing activities in the three months ended March 31,
1999 was $18,845 as compared to $8,771,936 in the three months ended March 31,
2000. The change is attributable to the fact that in the first quarter of
1999 there was only one private placement of $450,000 as opposed to an
increase in proceeds from loans and proceeds from related party in the first
quarter of 2000.
The Company believes that it can fund the growth of its core business with
internally generated cash flow in addition to substantial cash receipts from
the private sale of its common stock.
Effects of Inflation
The Company believes that inflation has not had a material effect on its
net sales and results of operations.
- PAGE 15 -
<PAGE>
Effects of Fluctuation in Foreign Exchange Rates
The Company continues to buy products and services from foreign
suppliers. The Company contracts for such products and services in U.S.
dollars, thus eliminating the possible effect of currency fluctuations.
The Company's wholly-owned subsidiary, Newcorp Technology (Japan), was
subject to such currency fluctuations and subsequently suffered losses
due mainly to the decline of Japanese yen from 106 Yen/dollar to present
rate of 138.29 Yen/dollar.
Year 2000 Effect
The Company's accounting software currently has been modified as necessary to
meet the requirement for the year 2000 and no problems have occurred in 2000.
F-9
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<PAGE>
PART II OTHER INFORMATION
Item 1. Legal Proceeding
There are no legal proceedings either against the Company or
against third parties.
Item 2. Changes in Securities
Exercise of Warrants.
Warrant holders of the Company's exercised 10,000 warrants to acquire
10,000 shares of the Company's common stock.
The Company uses the above proceeds for its operating activities.
Item 3. Defaults upon Senior Securities
There are no defaults upon senior securities.
Item 4. Submission of Matters to a Vote of Security Holders
There are no matters submitted to a vote of security holders.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
There are no exhibits and reports on Form 8-K.
SIGNATURES
Bridge Technology, Inc.
Registrant
Date: May 12, 2000 James Djen
____________________ _________________________
Signature
James Djen, President
Date: May 12, 2000 Winston Gu
____________________ __________________________
Signature
Winston Gu, CEO
Date: May 12, 2000 John T. Gauthier
____________________ __________________________
Signature
John T. Gauthier, CFO
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 3,712,215
<SECURITIES> 0
<RECEIVABLES> 7,662,771
<ALLOWANCES> 0
<INVENTORY> 11,530,047
<CURRENT-ASSETS> 22,905,033
<PP&E> 895,471
<DEPRECIATION> 0
<TOTAL-ASSETS> 26,936,958
<CURRENT-LIABILITIES> 17,876,978
<BONDS> 755,908
0
0
<COMMON> 5,986,690
<OTHER-SE> 2,317,382
<TOTAL-LIABILITY-AND-EQUITY> 26,936,958
<SALES> 21,750,963
<TOTAL-REVENUES> 21,750,963
<CGS> 19,848,225
<TOTAL-COSTS> 1,851,173
<OTHER-EXPENSES> (67,812)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 51,392
<INCOME-PRETAX> 67,985
<INCOME-TAX> (71,272)
<INCOME-CONTINUING> (3,287)
<DISCONTINUED> 0
<EXTRAORDINARY> (60,797)
<CHANGES> 0
<NET-INCOME> (64,084)
<EPS-BASIC> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
