SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 333-41389
GLOBAL SOURCES LIMITED
(Exact name of small business issuer as specified in its charter)
DELAWARE 13-4020643
(State of other jurisdiction of (I.R.S. Employer)
incorporation or organization) Identification No.)
342 Madison Avenue, Suite 1815, New York, New York 10173
(Address of principal executive offices)
(212) 683-6363
(Issuer's Telephone Number, Including Area Code)
Not Applicable
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
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
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: Common Stock, $.001 par value per
share - 9,108,036 shares outstanding as of May 18, 2000.
<PAGE>
GLOBAL SOURCES LIMITED
INDEX
<TABLE>
<CAPTION>
PAGE
------------
PART I. FINANCIAL INFORMATION
<S> <C> <C>
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets as of March 31, 2000
(Unaudited) and June 30, 1999..................................................4
Unaudited Consolidated Statements of Income for the three
months and nine months ending March 31, 2000...................................3
Unaudited Consolidated Statement of Cash Flows for the nine
months ended March 31, 2000....................................................6
Unaudited Notes to Consolidated Financial Statements...........................7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.....................................................14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.............................................................17
Item 2. Changes in Securities.........................................................17
Item 4. Submission of Matters to A Vote of Security Holders...........................18
months and nine months ending March 31, 2000
Item 6. Exhibits and Reports of Form 8-K..............................................18
SIGNATURE........................................................................................20
</TABLE>
-2-
<PAGE>
GLOBAL SOURCES LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS NINE MONTHS
ENDING ENDING
MARCH MARCH
31, 2000 31, 2000
----------------- -----------------
<S> <C> <C>
REVENUE $579,796 $904,536
----------------- -----------------
OPERATING EXPENSES:
Payroll expenses 1,757,626 6,005,961
General and administrative expenses 634,594 1,575,626
----------------- -----------------
Total operating expenses 2,392,220 7,581,587
----------------- -----------------
Operating income (loss) (1,812,424) (6,677,051)
----------------- -----------------
NON-OPERATING INCOME (EXPENSE):
Interest income - 205
Interest expense (9,650) (28,761)
----------------- -----------------
Net non-operating loss (9,650) (28,556)
----------------- -----------------
Net loss before income tax provision (1,822,074) (6,705,607)
----------------- -----------------
PROVISION FOR INCOME TAXES - -
----------------- -----------------
Net loss before discontinued operations (1,822,074) (6,705,607)
----------------- -----------------
DISCONTINUED OPERATIONS:
Loss from leadership training segment
(less income taxes of $0 and $0, respectively) (18,719) (46,797)
Net loss after discontinued operations ($1,840,793) ($6,752,404)
================= =================
Basic loss per common share - before discontinued operations ($0.22) ($0.96)
Basic loss per common share - discontinued operations ($0.00) ($0.01)
----------------- -----------------
($0.22) ($0.97)
================= =================
Basic weighted average common shares outstanding 8,236,743 6,935,285
================= =================
Diluted loss per common share - before discontinued operations ($0.18) ($0.82)
Diluted loss per common share - discontinued operations ($0.00) ($0.01)
----------------- -----------------
($0.18) ($0.83)
================= =================
Diluted weighted average common shares outstanding 10,044,419 8,109,904
================= =================
</TABLE>
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE>
GLOBAL SOURCES LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, June 30,
2000 1999
-------------- -----------
(unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $- $500,445
Accounts receivable, trade, net of allowance for doubtful accounts
of $0 at March 31, 2000 514,557 -
Work in process 49,630 -
Prepaid expenses and other current assets 185,061 -
Net current assets held for disposal 29,709 -
-------------- -----------
TOTAL CURRENT ASSETS 778,957 500,445
-------------- -----------
Property and equipment, net 62,552 2,486
Intangibles, net of accumulated amortization of $110,980
at March 31, 2000 4,535,885 -
-------------- -----------
TOTAL $5,377,394 $502,931
============== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
GLOBAL SOURCES LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, June 30,
2000 1999
-------------- -----------
(unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Cash overdraft $93,936 $-
Accounts payable and accrued expenses 1,124,294 93,181
Payroll liabilities 830,788 -
Other liabilities 14,850 -
Lines of credit 450,000 500,000
Payable to Company officers 287,465 -
-------------- -----------
TOTAL CURRENT LIABILITIES 2,801,333 593,181
-------------- -----------
Net noncurrent liabilities held for disposal 27,209 -
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,
1,881,935 shares issued and outstanding at December 31, 1999 1,882 -
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,
9,013,036 shares issued and outstanding at March 31, 2000 9,013 -
Additional paid in capital 9,438,611 17,500
Retained deficit (6,895,654) (143,250)
Less: Subscribed stock (5,000) (5,000)
-------------- -----------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 2,548,852 (90,250)
-------------- -----------
Total $5,377,394 $502,931
============== ===========
</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>
NINE
MONTHS
ENDING
MARCH 31,
2000
----------------
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss before discontinued operations ($6,705,607)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 112,511
Stock-based compensation 2,016,200
Stock issued for acquisitions and related recapitalization (227,750)
Changes in assets and liabilities:
Trade and other receivables (514,557)
Work in process (49,630)
Prepaid expenses and other assets (185,061)
Accounts payable and accrued expenses 1,031,113
Payroll liabilities 830,788
Other liabilities 302,315
----------------
Net cash used by continuing operating activities (3,389,678)
Net cash provided (used) by discontinued operations 45,375
----------------
Net cash provided (used) by operating activities (3,344,303)
----------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment (61,597)
Capital contributed by Company officers 2,283,868
----------------
Net cash provided by investing activities 2,222,271
----------------
CASH FLOWS FROM FINANCING ACTIVITIES
Stock sold to investors 577,651
Repayment of debt (50,000)
----------------
Net cash provided by financing activities 527,651
----------------
NET DECREASE IN CASH AND CASH EQUIVALENTS (594,381)
CASH AND CASH EQUIVALENTS:
Beginning of period 500,445
----------------
End of period ($93,936)
================
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid $-
================
Interest paid $26,400
================
</TABLE>
The accompanying notes are an integral part of these financial statements.
-6-
<PAGE>
GLOBAL SOURCES LIMITED AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
Global Sources Limited and its wholly-owned subsidiaries (the
"Company") provide strategic staffing solutions in addition to marketing,
training and development programs, seminars, employee benefits and computer
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, Maryland, Connecticut, New Jersey,
and Florida.
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. Revenue from computer
consulting is recognized when time and costs have been incurred.
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 seven 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 assets generated from
the net operating losses are offset in their entirety by a valuation allowance.
-7-
<PAGE>
GLOBAL SOURCES LIMITED AND SUBSIDIARIES
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
10 to 20 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.
NOTE 3 - PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
<TABLE>
<CAPTION>
MARCH 31, 2000 JUNE 30, 1999
------------------ ----------------
<S> <C> <C>
Computer software $750 $-
Furniture and fixtures 83,563 -
Office and computer equipment 7,281 2,798
------------------ ----------------
91,594 2,798
Less accumulated depreciation (29,042) (312)
------------------ ----------------
$62,552 $2,486
================== ================
</TABLE>
NOTE 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 March 31, 2000 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.
-8-
<PAGE>
GLOBAL SOURCES LIMITED AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 5 - 401(K) PLAN
A Company subsidiary has a defined contribution 401(k) plan. Full time
employees twenty one years old with one year of service are eligible to
participate in the plan. The plan allows the employer to make discretionary
contributions on behalf of its employees which vest 20% per year for each year
of employee service. No discretionary employer contributions have been declared
or paid in years 1999 or 2000. Employees may contribute up to 15% of their
compensation, as defined, (subject to Internal Revenue Service maximum
contribution limitations) and are immediately 100% vested in their contributions
made to the plan.
NOTE 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 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 March 31, 2000,
there were 325,000 options outstanding.
NOTE 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 March 13, 2000, the
aforementioned limited liability company merged with another wholly-owned
subsidiary of Global Sources Limited, GS Management Corp., with GS Management
Corp. being the surviving entity.
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.
In January, 2000, the Company purchased a New York corporation engaged
primarily in training and development, a New Jersey corporation engaged in
executive placement, a Florida corporation in the development stage that is
developing an internet membership service for law schools, attorneys, and
students and others interested in the legal community, and a New Jersey
corporation that will assist the Company in identifying potential corporate
acquisitions outside the United States. In February, 2000, the Company purchased
a New Jersey corporation engaged in computer consulting.
-9-
<PAGE>
GLOBAL SOURCES LIMITED AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
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 $4,646,865, $1,501,700 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 nine
months ending March 31, 2000 agregated $66,481 and $110,980, respectively.
The pro forma unaudited condensed results of operations data for the three
months and nine months ending March 31, 2000, as if the purchases had occurred
on July 1, 1999, are as follows:
<TABLE>
<CAPTION>
THREE NINE
MONTHS MONTHS
ENDING ENDING
MARCH 31, MARCH 31,
2000 2000
------------------ ----------------
<S> <C> <C>
Revenue $1,007,853 $2,351,384
Expense 2,916,856 9,342,715
------------------ ----------------
Income before income taxes (1,909,003) (6,991,331)
Income taxes - -
------------------ ----------------
Net loss ($1,909,003) ($6,991,331)
================== ================
</TABLE>
NOTE 8 - PLANNED DIVESTITURE OF THE COMPANY'S LEADERSHIP TRAINING BUSINESS
At March 31, 2000, the Company was negotiating the sale of the
leadership training segment of its business. In accordance with generally
accepted accounting principles, the results of operations of the leadership
training business have been segregated from the Company's continuing operations
and accounted for as discontinued operations in the accompanying consolidated
statements of income and in the consolidated statement of cash flows. The
results of operations for the leadership training business were as follows:
<TABLE>
<CAPTION>
SEVEN
MONTH MONTHS
ENDED ENDED
JANUARY 31, JANUARY 31,
2000 2000
------------------ ----------------
<S> <C> <C>
Revenue $23,728 $476,153
================== ================
Loss from discontinued operations, net of taxes of $0 ($18,719) ($46,797)
================== ================
</TABLE>
The net assets of the leadership training business have been excluded from
their respective captions and reported as net assets (liabilities) held for
disposal in the acompanying consolidated balance sheet
-10-
<PAGE>
GLOBAL SOURCES LIMITED AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
as of March 31, 2000. The net assets of the leadership training business at
January 31, 2000 were as follows:
JANUARY 31,
2000
------------------
Cash $30,671
Accounts receivable, trade, net 97,418
Receivable from Company officer 66,982
Accounts payable and accrued expenses (6,344)
Payroll liabilities (19,018)
Current portion of notes payable to banks (140,000)
------------------
Net assets held for disposal - current $29,709
==================
Property and equipment, net $51,124
Noncurrent portion of notes payable to banks (78,333)
------------------
Net liabilities held for disposal - noncurrent ($27,209)
==================
NOTE 9 - 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"):
<TABLE>
<CAPTION>
THREE NINE
MONTHS MONTHS
ENDING ENDING
MARCH 31, MARCH 31,
2000 2000
------------------ ----------------
BASIC EPS
<S> <C> <C>
Loss before discontinued operations ($1,822,074) ($6,705,607)
Weighted average common shares outstanding 8,236,743 6,935,285
------------------ ----------------
Basic EPS ($0.22) ($0.96)
------------------ ----------------
Loss from discontinued operations ($18,719) ($46,797)
Weighted average common shares outstanding 8,236,743 6,935,285
------------------ ----------------
Basic EPS ($0.00) ($0.01)
------------------ ----------------
Loss after discontinued operations ($1,840,793) ($6,752,404)
Weighted average common shares outstanding 8,236,743 6,935,285
------------------ ----------------
Basic EPS ($0.22) ($0.97)
------------------ ----------------
</TABLE>
-11-
<PAGE>
GLOBAL SOURCES LIMITED AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<CAPTION>
THREE NINE
MONTHS MONTHS
ENDING ENDING
MARCH 31, MARCH 31,
2000 2000
------------------ ----------------
DILUTED EPS
<S> <C> <C>
Loss before discontinued operations ($1,822,074) ($6,705,607)
Loss from discontinued operations (18,719) (46,797)
------------------ ----------------
Loss after discontinued operations ($1,840,793) ($6,752,404)
================== ================
Weighted average common shares outstanding 8,236,743 6,935,285
Dilutive effect of convertible preferred stock 1,482,676 849,619
Dilutive effect of common stock options 325,000 325,000
------------------ ----------------
Diluted weighted average common shares outstanding 10,044,419 8,109,904
================== ================
Diluted EPS for loss before discontinued operations ($0.18) ($0.82)
Diluted EPS for loss from discontinued operations (0.00) (0.01)
------------------ ----------------
Diluted EPS for loss after discontinued operations ($0.18) ($0.83)
================== ================
</TABLE>
NOTE 10 - SEGMENT INFORMATION
Management views the operations of the Company through the following
segments:
<TABLE>
<CAPTION>
THREE NINE
MONTHS MONTHS
ENDING ENDING
MARCH 31, MARCH 31,
2000 2000
------------------ ----------------
Revenue:
<S> <C> <C>
Recruiting and human resources consulting $530,166 $854,906
Computer consulting and internet services 49,630 49,630
Discontinued operations 23,728 476,153
------------------ ----------------
Total $603,524 $1,380,689
================== ================
Operating income:
Recruiting and human resources consulting $59,368 $22,457
Computer consulting and internet services (46,579) (47,130)
Discontinued operations (18,719) (46,797)
Corporate unallocated (1,834,863) (6,680,934)
------------------ ----------------
Total ($1,840,793) ($6,752,404)
================== ================
</TABLE>
-12-
<PAGE>
GLOBAL SOURCES LIMITED AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 11 - COMMITMENTS AND CONTINGENCIES
The Company leases office space, certain office equipment, and an
automobile under noncancelable operating leases. Future minimum lease payments
at March 31, 2000 for those operating leases with remaining terms of one year or
more are as follows:
2000 $154,863
2001 214,911
2002 182,186
2003 161,449
2004 151,527
Thereafter 0
Total minimum lease payments $864,936
==============
The Company has entered into employment agreements with several of its
officers. The employment agreements generally become null and void if the
officer is terminated for cause or upon death. Future minimum payments to be
made as of March 31, 2000 pursuant to these employment contracts are as follows:
2000 $1,614,750
2001 2,178,000
2002 2,203,000
2003 2,228,000
2004 1,301,833
Thereafter 0
Total minimum employment agreement payments $9,525,583
==============
The Company has agreed in principle to sell interests in two companies it
owns for $250,000 to an officer of the Company. Proceeds of the sale will be
payable in five annual installments. The Company has agreed to loan $500,000
upon demand, at an annual interest rate of 20%, to a company presently owned by
the aforementioned company officer.
-13-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements. Certain information included in this Report
contains statements that are forward-looking, such as statements relating to
plans for future activities. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. Such factors include, among others, the
following: the Company's recent losses, the Company's need to obtain additional
financing and the ability to obtain such financing; outstanding indebtedness;
the ability to hire and retain key personnel; successful completion and
integration of prior and any future acquisitions; uncertainties relating to
business and economic conditions in markets in which the Company operates;
uncertainties relating to customer plans and commitments; and the highly
competitive environment in which the Company operates. The words "believe",
"expect", "anticipate", "intend" and "plan" and similar expressions identify
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date the statement
was made.
RESULTS OF OPERATIONS
GENERAL
This financial review should be read in conjunction with the accompanying
consolidated financial statements and contains management's discussion and
analysis of the Company's results of operations and liquidity. The discussion of
operating results and liquidity and capital resources generally excludes the
discontinued leadership training business discussed in Note 8 to the
accompanying consolidated financial statements.
The Company at present provides strategic staffing solutions to
enterprises in addition to providing marketing, training and development
programs, seminars, employee benefits, and computer 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.
In January, 2000 the Company purchased a New York corporation engaged
primarily in training and development, a New Jersey corporation engaged in
executive placement, a Florida corporation in the development stage that is
developing an internet membership service for law schools, attorneys, and
students and others interested in the legal community, and a New Jersey
corporation that will assist the Company in identifying potential corporate
acquisitions outside the United States. In February, 2000, the Company purchased
a New Jersey corporation engaged in computer consulting.
The Company presently has offices in New York City, Maryland, Connecticut,
New Jersey, and Florida.
THREE MONTHS ENDING MARCH 31, 2000 COMPARED TO THE NINE MONTHS ENDING
MARCH 31, 2000
Primarily due to acquisitions, the Company's revenue increased
significantly in the most recent quarter as shown below:
PERCEN-
REVENUE TAGE
------- ----
Quarter ending March 31, 2000 $579,796 64.1%
Quarter ending December 31, 1999 135,964 15.0%
Quarter ending September 30, 1999 188,776 20.9%
----------------------------
Nine months ending March 31, 2000 $904,536 100.0%
============================
-14-
<PAGE>
Payroll expenses for continuing operations increased by more than $4.1
million in the quarter ending December 31, 1999, and by more than $1.7 million
in the quarter ending March 31, 2000, primarily due to stock compensation awards
to various key personnel and executives of companies purchased.
General and administrative expenses have increased with acquisitions,
but have been controlled through adherence to internal cost guidelines and
reviews by Company financial personnel. As the table below demonstrates, general
and administrative expenses decreased in the most recent quarter relative to the
prior quarter:
GENERAL &
ADMIN-
ISTRATIVE PERCEN-
EXPENSE TAGE
------- ----
Quarter ending March 31, 2000 $634,594 40.3%
Quarter ending December 31, 1999 768,668 48.8%
Quarter ending September 30, 1999 172,364 10.9%
----------------------------
Nine months ending March 31, 2000 $1,575,626 100.0%
============================
The Company plans to aggressively manage all subsidiaries to maximize
revenue streams and to control costs.
The Company's net loss before discontinued operations was ($1,822,074)
and ($6,705,607) for the three and nine month periods ending March 31, 2000
respectively. Basic losses per share before discontinued operations were ($0.22)
and ($0.96) for the three and nine month periods ending March 31, 2000,
respectively. Basic losses per share after discontinued operations were ($0.22)
and ($.97) for the three and nine month periods ending March 31, 2000
respectively.
PRO FORMA COMBINED RESULTS OF OPERATIONS
The pro forma unaudited condensed results of operations data for the three
months and nine months ending March 31, 2000, as if the Company's purchases of
subsidiaries had occurred on July 1, 1999, are as follows:
THREE NINE
MONTHS MONTHS
ENDING ENDING
MARCH 31, MARCH 31,
2000 2000
---------------- ----------------
Revenue $1,007,853 $2,351,384
Expense 2,916,856 9,342,715
---------------- ----------------
Income before income taxes (1,909,003) (6,991,331)
Income taxes - -
---------------- ----------------
Net loss ($1,909,003) ($6,991,331)
================ ================
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<PAGE>
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 sale of the
Company's capital stock. The Company sold approximately $578,000 of common stock
in the private placement market for the nine months ending March 31, 2000.
Although cash and cash equivalents declined from $500,445 at June 30, 1999 to
$(93,936) at March 31, 2000, the Company has pursued additional sales of common
stock in the private placement market subsequent to March 31, 2000 and
anticipates that cash levels will increase significantly in the near future.
The Company plans to purchase additional companies 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. It is intended
that future acquisitions will not be with development stage or start-up
companies in order to maximize cash flows to 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.
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.
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<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Not applicable.
ITEM 2. CHANGES IN SECURITIES
On January 28, 2000, the Company issued to an employee of the Company
10,000 shares of the Company's Common Stock, as a compensation award for
services performed for the Company by such individual.
On January 28, 2000, the Company issued to officers of the Company
21,000 and 50,000 shares of the Company's Common Stock, as compensation awards
for services performed for the Company by such individuals.
On January 28, 2000, the Company issued to its Chief Operating Officer
450,000 shares of the Company's Common Stock, in accordance with the terms of
the Company's employment agreement with such individual.
In January 2000, the Company issued to the individual shareholders and
officers and/or directors of four companies being acquired by the Company an
aggregate of 925,606 shares of the Company's Common Common Stock, as
consideration with respect to acquiring such companies. The issuances of such
shares was based on a price per share of $2.00.
In February 2000, the Company issued to the individual shareholders and
officers and/or directors of a New Jersey corporation engaged in computer
consulting an aggregate of 300,000 shares of the Company's Common Common Stock,
as consideration with respect to acquiring such companies. The issuances of such
shares was based on a price per share of $4.17.
On March 1, 2000, the Company issued to individual investors 800, 2,000
and 10,000 shares of the Company's Common Stock, respectively, in connection
with previously subscribed private transactions. The issuance of such shares was
based, in part, upon representations and warranties of such individual,
including a representation as to their status as an "accredited" investor (as
such term is defined in Rule 501(a) of Regulation D under the Securities Act of
1933, as amended (the "Securities Act")). The consideration paid by such
individual investor was based on a price per share of $2.25.
On March 30, 2000, the Company received a subscription by an individual
investor for 4,444 shares of the Company's Common Stock pursuant to a private
transaction in
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<PAGE>
which such individual represented and warranted as to his status as an
"accredited" investor (as such term is defined in Rule 501(a) of Regulation D
under the Securities Act). The consideration paid by such individual investor
was based on a price per share of $2.25.
In March and April, 2000, the Company issued to two individuals an
aggregate of 120,000 and 100,000 shares of the Company's Common Stock pursuant
to private offshore transactions. The issuance of such shares was based, in
part, upon representations and warranties of such individuals, including
representations as to their status as not a "U.S. Person" (as such term is
defined in Rule 902(k) of Regulation S under the Securities Act). The
consideration paid by such individual investors was based on a price per share
of $2.25.
On April 3, 2000, the Company issued to an individual investor 9,000
shares of the Company's Common Stock in connection with a previously subscribed
private transaction. The issuance of such shares was based, in part, upon
representations and warranties of such individual, including a representation as
to their status as an "accredited" investor (as such term is defined in Rule
501(a) of Regulation D under the Securities Act). The consideration paid by such
individual investor was based on a price per share of $2.25.
On April 7, 2000, the Company issued to an individual investor 10,000
shares of the Company's Common Stock in connection with a previously subscribed
private transaction. The issuance of such shares was based, in part, upon
representations and warranties of such individual, including a representation as
to their status as an "accredited" investor (as such term is defined in Rule
501(a) of Regulation D under the Securities Act). The consideration paid by such
individual investor was based on a price per share of $2.25.
In connection with the above referenced issuances, the Company relied
on the exemption afforded by Section 4(2) of the Securities Act, as transactions
by an issuer not involving any public offering.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted for a vote of securities holders during
the three months ended March 31, 2000.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27. Financial data schedule
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<PAGE>
(b) Reports on Form 8-K
The Company filed Reports on Forms 8-K on each of March 16,
2000 and May 11, 2000, pertaining to (i) the acquisition and business
operations of Renaissance Leadership, Inc. and (ii) the loss of the
Company's public accountants, respectively.
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<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Date: May 22, 2000 GLOBAL SOURCES LIMITED
/s/ John D. Mazzuto
------------------------------------------
By: John D. Mazzuto
President and Chief Financial Officer
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<PAGE>
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-END> MAR-31-2000
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 514,557
<ALLOWANCES> 0
<INVENTORY> 49,630
<CURRENT-ASSETS> 778,957
<PP&E> 62,552
<DEPRECIATION> 140,022
<TOTAL-ASSETS> 5,377,394
<CURRENT-LIABILITIES> 2,801,333
<BONDS> 0
<COMMON> 9,013
0
1,882
<OTHER-SE> 2,537,957
<TOTAL-LIABILITY-AND-EQUITY> 5,377,394
<SALES> 904,536
<TOTAL-REVENUES> 904,536
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 7,581,587
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 28,761
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (6,705,607)
<DISCONTINUED> (46,797)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,752,404)
<EPS-BASIC> (0.97)
<EPS-DILUTED> (0.83)
</TABLE>
