U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
Quarterly report under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended December 31, 1999
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Commission File Number 333-41389
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GLOBAL SOURCES LIMITED (formerly First Sunrise, Inc.)
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(Name of Small Business Issuer in Its Charter)
Delaware 13-4020643
- ------------------------ ---------------------------
(State of Incorporation) (IRS Identification Number)
342 Madison Avenue, Suite 1815, New York, NY 10173
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(Address of principal executive offices) (Zip Code)
(212) 687-6363
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(Issuer's telephone number, including area code)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes No X
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As of December 31, 1999 there were 6,925,186 shares of the issuer's
common stock, $.001 par value per share, issued and outstanding.
<PAGE>
GLOBAL SOURCES LIMITED
INDEX
PAGE
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PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets as of December 31, 1999 2
(Unaudited) and June 30, 1999
Unaudited Consolidated Statements of Income for the three 4
months and six months ending December 31, 1999
Unaudited Consolidated Statement of Stockholders' Equity for the 5
six months ending December 31, 1999
Unaudited Consolidated Statement of Cash Flows for the six 6
months ended December 31, 1999
Unaudited Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition 12
and Results of Operations
SIGNATURE 14
2
<PAGE>
GLOBAL SOURCES LIMITED
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1999 1999
------------- ----------
(UNAUDITED)
ASSETS
CURRENT ASSETS:
<S> <C> <C>
Cash and cash equivalents $ 71,805 $ 500,445
Accounts receivable, trade, net of allowance for doubtful accounts
of $0 at December 31, 1999 201,926 --
Receivable from Company officer 55,303 --
Prepaid expenses and other current assets 82,060 --
---------- ----------
TOTAL CURRENT ASSETS 411,094 500,445
---------- ----------
Property and equipment, net 64,167 2,486
Intangibles, net of accumulated amortization of $44,499 1,945,620 --
---------- ----------
TOTAL $2,420,880 $ 502,931
========== ==========
DECEMBER 31, JUNE 30,
1999 1999
LIABILITIES AND STOCKHOLDERS' EQUITY ------------- ----------
(UNAUDITED)
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 521,059 $ 93,181
Payroll liabilities 128,264 --
Other liabilities 63,900 --
Lines of credit 450,000 500,000
Current portion of notes payable to banks 140,000 --
----------- -----------
TOTAL CURRENT LIABILITIES 1,303,223 593,181
----------- -----------
Long-term debt, less current maturities 80,000 --
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, $.01 par value, 10,000,000
shares authorized, 5,000,000 shares
designated Series A, no shares issued
at June 30, 1999 -- --
Preferred stock, $.001 par value, 20,000,000
shares authorized, 1,778,095 shares issued
and outstanding at December 31, 1999 1,778 --
Common stock, $.01 par value, 10,000,000
shares authorized, 4,050,000 shares issued
and outstanding at June 30, 1999 -- 40,500
Common stock, $.001 par value, 50,000,000
shares authorized, 6,925,186 shares issued
and outstanding at December 31, 1999 6,925 --
Additional paid in capital 6,079,157 17,500
Retained deficit (5,045,204) (143,250)
Less: Subcribed stock (5,000) (5,000)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 1,037,656 (90,250)
----------- -----------
Total $ 2,420,880 $ 502,931
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
GLOBAL SOURCES LIMITED
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDING ENDING
DECEMBER DECEMBER
31, 1999 31, 1999
------------ -----------
<S> <C> <C>
REVENUE $ 429,113 $ 617,889
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OPERATING EXPENSES:
Payroll expenses 4,307,821 4,426,338
General and administrative expenses 890,873 1,063,237
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Total operating expenses 5,198,694 5,489,575
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Operating income (loss) (4,769,581) (4,871,686)
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NON-OPERATING INCOME (EXPENSE):
Interest income 364 718
Interest expense (7,038) (30,986)
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Net non-operating loss (6,673) (30,268)
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Net loss before income tax provision (4,776,255) (4,901,954)
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PROVISION FOR INCOME TAXES -- --
----------- -----------
Net loss ($4,776,255) ($4,901,954)
=========== ===========
Basic loss per common share ($ 0.69) ($ 0.78)
=========== ===========
Basic weighted average common shares outstanding 6,925,186 6,284,556
=========== ===========
Diluted loss per common share ($ 0.61) ($ 0.69)
=========== ===========
Diluted weighted average common shares outstanding 7,878,015 7,142,646
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
GLOBAL SOURCES LIMITED
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
ADDITIONAL RETAINED SUB-
PREFERRED COMMON PAID-IN EARNINGS SCRIBED
STOCK STOCK CAPITAL (DEFICIT) STOCK TOTAL
----------- ----------- -------------- --------------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Balance as of June 30, 1999 $-- $ 40,500 $ 17,500 ($ 143,250) ($ 5,000) ($ 90,250)
Stock issued for acquisitions
and related recapitalization 740 (34,530) 2,177,461 -- -- 2,143,671
Capital contributed by Company
officers 1,038 -- 2,075,151 -- -- 2,076,189
Stock issued to officers pursuant
to employment agreements -- 955 1,809,045 -- -- 1,810,000
Net loss -- -- -- (4,901,954) -- (4,901,954)
----------- ----------- ----------- ----------- ----------- -----------
Balance as of December 31, 1999 $ 1,778 $ 6,925 $ 6,079,157 ($5,045,204) ($ 5,000) $ 1,037,656
=========== =========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
GLOBAL SOURCES LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX
MONTHS
ENDING
DECEMBER
31, 1999
------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C>
Net loss ($4,901,954)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization 49,265
Stock-based compensation 1,810,000
Stock issued for acquisitions and related recapitalization 153,554
Changes in assets and liabilities:
Trade and other receivables (257,229)
Prepaid expenses and other assets (82,060)
Accounts payable and accrued expenses 427,878
Payroll liabilities 128,264
Other liabilities 63,900
-----------
Net cash used by operating activities (2,608,382)
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CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment (66,447)
Capital contributed by Company officers 2,076,189
-----------
Net cash provided by investing activities 2,009,742
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CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from debt 220,000
Repayment of debt (50,000)
-----------
Net cash provided by financing activities 170,000
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NET DECREASE IN CASH AND CASH EQUIVALENTS (428,640)
CASH AND CASH EQUIVALENTS:
Beginning of period 500,445
-----------
End of period $ 71,805
===========
</TABLE>
6
<PAGE>
GLOBAL SOURCES LIMITED
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
Global Sources Limited and its wholly-owned subsidiaries provide
strategic staffing solutions in addition to marketing, training and development
programs, seminars, and employee benefits consulting.
The Company was formerly known as First Sunrise, Inc., a company
organized under the State of Delaware on April 28, 1997. First Sunrise, Inc. was
organized as a vehicle to acquire or merge with a business or company. On
December 9, 1999, First Sunrise, Inc. merged with Platinum Executive Services,
Inc. For accounting purposes, Platinum Executive Services, Inc. was treated as
the acquiror and the acquisition was accounted for using the purchase method of
accounting. On the same date, the merged entity changed its name to Global
Sources Limited.
The Company has offices in New York City, Maryland, Connecticut, and
New Jersey.
In 1999, the Company purchased the stock of two firms providing
recruiting and human resource consulting services (see Note 7).
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Global Sources
Limited and its subsidiaries after elimination of intercompany transactions.
REVENUE RECOGNITION
Revenue from permanent staffing is recognized when the candidate has
been employed. Executive search and consulting assignments are primarily based
upon retainer agreements which provide for periodic billings; revenue is
recognized based upon the terms of the agreements.
PROPERTY & EQUIPMENT
Property and equipment are stated at cost. Depreciation is computed
utilizing the straight-line method over the useful lives of the assets which
range from three to thirty-one and one-half years.
INCOME TAXES
The Company accounts for income taxes in accordance with the Statement
of Financial Accounting Standards No. 109, "Accounting for Income Taxes," which
requires the recognition of deferred tax liabilities and assets at currently
enacted tax rates for the expected future tax consequences of events that have
been included in the financial statements or tax returns. A valuation allowance
is recognized to reduce the net deferred tax asset to an amount that is more
likely than not to be realized. The tax provisions shown in the accompanying
statements of operations are zero since the deferred tax asset generated from
the net operating losses are offset in their entirety by a valuation allowance.
7
<PAGE>
GLOBAL SOURCES LIMITED
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FAIR VALUE OF FINANCIAL INSTRUMENTS
Cash and cash equivalents, if any, include all highly liquid debt
instruments with an original maturity of three months or less at the date of
purchase.
GOODWILL
Goodwill is amortized utilizing the straight-line method over a period
of 20 to 30 years. The Company evaluates the carrying value and periods of
amortization of goodwill to determine whether revised estimates of carrying
value or useful lives are warranted.
CONCENTRATION OF CREDIT RISK
Cash and cash equivalents and trade accounts receivable potentially
subject the Company to concentration of credit risk. The Company places its cash
and cash equivalents with high credit quality financial institutions. The
Company believes its credit risk from accounts receivable is limited due to the
relatively large number of customers. Further, the Company assesses the
financial strength of its customers and when appropriate, establishes an
allowance for uncollectible accounts.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
3. PROPERTY & EQUIPMENT
Property and equipment consist of the following:
12/31/99 6/30/99
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Automobiles $ 65,596 $-
Building improvements 9,366
Furniture and fixtures 12,080
Office and computer equipment 45,261 2,798
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132,303 2,798
Less accumulated depreciation (68,136) (312)
--------- ---------
$ 64,167 $ 2,486
========= =========
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<PAGE>
GLOBAL SOURCES LIMITED
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
4. DEBT AND CREDIT FACILITIES
The Company has a $500,000 combined line of credit with two major
banks. The amount outstanding on the lines at December 31, 1999 was $450,000.
Interest on both lines is charged at the prime rate. Borrowings on the lines are
guaranteed personally by two officers of the Company.
On December 29, 1999, the Company borrowed $120,000 from a bank with
interest at 5.25% annually, payable monthly. Principal on the loan is due June
30, 2000. Also on December 29, 1999, the Company borrowed from a different bank
$100,000 at an interest rate of 8%. Principal and interest are due monthly, The
term of the loan is five years.
5. PENSION PLAN
One of the Company's subsidiaries has a defined contribution (money
purchase) pension plan covering all full time employees twenty one years old who
have provided two years of service. After two years, the employee is vested an
additional 20% each year and fully vested in the sixth year. Contributions are
limited to 15% of the employee's salary not to exceed $30,000 per employee.
Company contributions included in the consoliidated statements of income were
$10,000 and $33,304 for the three months and six months ending December 31,
1999, respectively.
6. STOCK OPTION PLAN
The Company's 1999 Stock Option Plan provides for the granting of
incentive stock options, non-qualified stock options and stock appreciation
rights. It is administered by the Company's Board of Directors. The aggregate
number of shares of of common stock which may be issued or delivered upon
exercise of all incentive stock options and non-qualified stock options granted
cannot exceed 5,000,000 shares. Option prices for incentive stock options shall
not be less than 100% and for non-qualified stock options not less than 85% of
the fair market value of such shares on the date on which the option is granted.
As of December 31, 1999, there were 325,000 options outstanding.
9
<PAGE>
GLOBAL SOURCES LIMITED
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
7. ACQUISITIONS
On August 15, 1999, the Company purchased a Maryland corporation
engaged primarily in marketing and team building seminars and programs. On
August 31, 1999, the Company purchased a New Jersey limited liability company
engaged primarily in executive search. An officer of the Company was a
significant owner of the executive search firm prior to the purchase. On
December 9, 1999, the Company changed its name from Platinum Executive Services,
Inc. to Global Sources Limited. Also on December 9, 1999 and just prior to the
change in name, Platinum Executive Services, Inc. merged with First Sunrise,
Inc., with Platinum Executive Services, Inc. being treated for accounting
puposes as the acquiror of First Sunrise, Inc.
The aforementioned acquisitions have been accounted for as purchases and
have been included in the Company's operations from the dates of the respective
purchases. The purchase price of the acquisitions exceeded the fair value of the
net assets acquired, resulting in goodwill of $1,990,119, $1,497,500 of which is
being amortized over twenty years and the remainder of which is being amortized
over ten years. The amortization of goodwill for the three months and six months
ending December 31, 1999 agregated $31,034 and $44,499, respectively.
The pro forma unaudited condensed results of operations data for the three
months and six months ending December 31, 1999, as if the purchases had occurred
on July 1, 1999, are as follows:
THREE SIX
MONTHS MONTHS
ENDING ENDING
DECEMBER DECEMBER
31, 1999 31, 1999
---------- ---------
Revenue $ 429,113 $ 629,019
Expense 5,205,623 5,646,052
----------- -----------
Income before income taxes (4,776,510) (5,017,033)
Income taxes -- --
----------- -----------
Net loss ($4,776,510) ($5,017,033)
=========== ===========
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<PAGE>
GLOBAL SOURCES LIMITED
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
8. BASIC AND DILUTED EARNINGS PER SHARE
Basic earnings per common share is computed by dividing net income by
weighted average common shares outstanding for the period. Diluted earnings per
common share reflects the potential dilution that would occur if securities or
other contracts to issue common stock were exercised or converted. The following
table sets forth the computation of basic and diluted earnings per common share
("EPS"):
THREE SIX
MONTHS MONTHS
ENDING ENDING
DECEMBER DECEMBER
31, 1999 31, 1999
-------- --------
BASIC EPS
Loss applicable to common stockholders ($4,776,255) ($4,901,954)
Weighted average common shares outstanding 6,925,186 6,284,556
----------- -----------
Basic EPS ($ 0.69) ($ 0.78)
----------- -----------
DILUTED EPS
Loss applicable to common stockholders ($4,776,255) ($4,901,954)
----------- -----------
Weighted average common shares outstanding 6,925,186 6,284,556
Dilutive effect of convertible preferred stock 627,829 533,090
Dilutive effect of common stock options 325,000 325,000
----------- -----------
Weighted average diluted common shares outstanding 7,878,015 7,142,646
----------- -----------
Diluted EPS ($ 0.61) ($ 0.69)
=========== ===========
9. COMMITMENTS AND CONTINGENCIES
The Company leases office space and certain office equipment under
noncancelable operating leases. Future minimum lease payments at December 31,
1999 for those operating leases with remaining terms of one year or more are as
follows:
2000 $207,430
2001 189,280
2002 170,732
2003 152,797
2004 142,875
Thereafter 0
------------
Total minimum lease payments $863,113
============
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<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
The Company at present provides strategic staffing solutions to
enterprises in addition to providing marketing, training and development
programs, seminars, and employee benefits consulting. The Company was formerly
known as First Sunrise, Inc., a company organized under the State of Delaware on
April 28, 1997. First Sunrise, Inc. was organized as a vehicle to acquire or
merge with a business or company. On December 9, 1999, First Sunrise, Inc.
merged with Platinum Executive Services, Inc. For accounting purposes, Platimum
Executive Services, Inc. was treated as the acquiror and the acquisition was
accounted for using the purchase method of accounting. On the same date, the
merged entity changed its name to Global Sources Limited.
Platinum Executive Services, Inc. was incorporated in the State of New
York on March 25, 1999 for the purpose of helping business executives search for
and find employment. In August of 1999, Platinum Executive Services, Inc.
acquired the net assets of two companies that provide executive search and
marketing, training and development programs.
The Company presently has offices in New York City, Maryland,
Connecticut, and New Jersey.
THREE MONTHS ENDING DECEMBER 31, 1999 COMPARED TO THE SIX MONTHS ENDING
DECEMBER 31, 1999
As a result of the Company's two acquisitions in August, 1999, revenue
was $429,113 in the last quarter of 1999, or $188,776 more than the previous
quarter's revenue.
Payroll expenses increased significantly in the quarter ending December
31, 1999 primarily due to stock compensation awards to various key personnel and
executives of companies purchased.
12
<PAGE>
PROFORMA COMBINED RESULTS OF OPERATIONS
The pro forma unaudited condensed results of operations data for the
three months and six months ending December 31, 1999, as if the two subsidiary
purchases had occurred on July 1, 1999, are as follows:
THREE SIX
MONTHS MONTHS
ENDING ENDING
DECEMBER DECEMBER
31, 1999 31, 1999
-------- ---------
Revenue $ 429,113 $ 629,019
Expense 5,205,623 5,646,052
----------- -----------
Income before income taxes (4,776,510) (5,017,033)
Income taxes -- --
----------- -----------
Net loss ($4,776,510) ($5,017,033)
=========== ===========
Since the acquisitions were made soon after the Company's fiscal year
began (July 1), proforma results of operations due not vary significantly from
the Company's historical financial statements.
LIQUIDITY AND CAPITAL RESOURCES
To date the Company has funded its liquidity and capital resources
needs primarily through capital contributions from key executives, supplemented
by drawdowns of lines of credit aggregating $450,000 and the proceeds of bank
debt aggregating $220,000 as of December 31, 1999. The Company plans to obtain
additional financing in the private placement market which will be utilized to
fund ongoing operations. Additionally, the Company plans to aggressively pursue
the purchase of additional acquisition targets that have a strategic fit with
the Company's goal of becoming a premier provider of strategic solutions in the
human resources fields. Acquisitions will be made primarily through the issuance
of common and preferred stock.
For the six months ended December 31, 1999, the Company's cash and cash
equivalents declined by $428,640. During this period, net cash used by operating
activities declined $2,608,382, which was partially offset by capital
contributed by key officers of $2,076,189 and bank debt proceeds of $170,000.
At December 31, 1999, the Company's $500,000 lines of credit were fully
utilized. The lines are personally guaranteed by two executives of the Company.
YEAR 2000 COMPLIANCE
The Company utilizes information technology to facilitate search
processes communications with candidates and clients and in its financial and
other related support systems. The software that the Company utilizes are Year
2000 compliant.
The Company's primary business does not depend on close relationships
with third party vendors, but third party vendors are utilized for a number of
functions, including its payroll and banking functions. The Company is
continuing its communications with existing and potential third party vendors to
determine the extent to which these vendors are Year 2000 compliant. The Company
also utilizes third-party on-line information services and the Internet to
communicate and retrieve information. Failure of these third party vendors may
have a material impact on the Company's operations.
13
<PAGE>
To date, the Company has not experienced any significant Year 2000
difficulties, but the Company will continue to monitor its information
technology used internally and externally due to the inherent risks associated
with data storage and communications in today's complex business world.
FORWARD-LOOKING STATEMENTS
This Management's Discussion and Analysis of Financial Condition and
Results of Operations as well as other sections of this Quarterly Report on Form
10Q contain forward-looking statements that are based on the current beliefs and
expectations of the Company's management. These statements include those made
regarding general economic trends and trends in the executive search and
training areas. Further, these statements involve risks and uncertainties. A
number of factors could adversely affect the Company's operations or financial
condition, including competitive pressure, the availability of new acquisition
candidates on terms acceptable to the Company, and conditions in the capital
markets. Forward-looking statements, and any related implications, can differ
materially from actual results.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: February 22, 2000
Global Sources Limited
(Registrant)
By:/s/ John D. Mazzuto
-------------------------
John D. Mazzuto
Chief Financial Officer
14