SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-K/A
(X) ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended June 30, 1998
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 000-24999
LOTUS PACIFIC, INC
(Exact name of registrant as specified in its charter)
Delaware
(State of Organization)
52-1947160
(I.R.S. Employer Identification Number)
200 Centennial Avenue, Suite 201, Piscataway, New Jersey 08854
(Address of principal executive offices)
(732) 885-1750
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (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 than 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 ______
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-B is not contained herein, and will not be contained to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ( )
The aggregate market value of the voting stock held by non-affiliates of
the Registrant was approximately $304 million as of June 30, 1998, based
on the closing sale price on the OTC Bulletin Board reported for such date.
Shares of common stock held by each executive officer and director and by
each person known by the Company to own 5% of more of the outstanding
common stock have been excluded in that such persons may be deemed to be
affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.
The number of shares outstanding of Registrant's Common Stock, $0.001 par
value, was 47,386,804 shares at June 30, 1998.
LOTUS PACIFIC, INC.
FORM 10-K
FOR THE YEAR ENDED JUNE 30, 1998
TABLE OF CONTENTS
Part I
Item 1. Business
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
Part II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operation
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Part III
Item 10. Directors and Executive officers of the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners & Management
Item 13. Certain Relationship and Related Transactions
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
Signatures
Part I
Item 1.BUSINESS
GENERAL
Lotus Pacific, Inc. (the "Company" or "Registrant") is a holding company
for Regent Electronics Corp. ("Regent"). The Company's Common Stock is
currently traded on the OTC Bulletin Board under the symbol "LPFC".
The Company, through its subsidiary Regent, designs, engineers, develops,
provides and markets Internet related electronics products and services to
electronics manufactures, commercial cable TV networks, and general
individual customers. Regent generates its revenues through a combination
of direct sales, under resale agreement, and distribution channels. Regent
also generates its income from granting its technology or licenses to
electronic manufacturers and commercial cable TV networks.
The Company owns 87.3% of Regent's equity interest. The remaining 12.7% of
Regent's equity is owned by Rightiming Electronics Corp.(7.27%), and
Hambrecht & Quist Asia Pacific Ltd. and its affiliate Asia Pacific Growth
Fund II, L.P. (5.45%).
The Company's distribution channels mainly consist of local cable TV stations
in Shanghai, which have more than 2 million subscribers. These subscribers
can be referred from the TV stations to purchase the Company's products.
Although the Company considers entering retail channels in the future, all
of the Company's sales to date are wholesales.
Two Company's products, TeleWeb broadcasting systems and WonderTVs, are
primarily marketed to electronics manufactures and commercial cable TV
networks. In order to produce the Company's products, the manufactures
must obtain the dedicated chipsets and the accompanying software. There are
two revenue sources for the Company: (1) resale of its dedicated chipsets;
and (2) collecting loyalty fee from licensing out its software.
Utilizing its Internet R&D capabilities and its TeleWeb system, the Company
has started its on-line service business that (a) provide retail services
over the Internet to Chinese customers for purchasing a variety of
merchandises, and (b) offer information and electronic commerce services. The
information and services provided by the Company includes breaking financial
news, real-time stock quotes, corporate information as well as consumer
entertainment information. The information may be derived either directly
from the Internet or from the Company's own sources, which are collected by
the Company from individuals, companies, communities, or other organizations
who intend to broadcast their information via TeleWeb system. The Company's
electronic commerce services consist of advertising sales and initiating
business transactions over the Internet, such as home shopping, online stock
trading and online utility bill payments.
The Company was incorporated under the laws of the State of Delaware on
June 25, 1985, as Quatech, Inc. to raise capital and investigate and acquire
any suitable asset, property or pursue other business opportunities. In April
1987, the Company completed a public offering of securities registered on
Form 3-18 with the Securities and Exchange Commission. In June 1993, the
Company disposed of all of its interests in other entities and ceased to
have any business operations.
In September 1994, the Company was reorganized and changed its name to Lotus
Pacific, Inc. In January 1997, the Company's majority ownership was changed.
After new directors and executive officers were elected, the Company set up
two wholly owned subsidiaries, Regent Electronics Corp., registered in the
State of Delaware and Richtime Far East Ltd. in Hong Kong.
In June 1997, the Company, through its subsidiary Regent Electronics Corp.,
acquired Amiga-based multimedia technology and its related assets and rights
from Rightiming Electronics Corp. for an aggregate consideration of US $5
million plus 8 million shares of common stock of Regent Electronics Corp. The
acquired assets included all Amiga-Commodore's patents, licenses, trademarks,
and copyrights to be registered and used in China, Taiwan, Hong Kong, Macao,
and the bordering countries between China and the former Soviet Union. Over
the past years Regent developed a series of multimedia and multi-functional
TV based set-top Internet access devices, including the TeleWeb Broadcasting
System, WonderTV A6000, A6060, A8000, and A9000.
In March 1997, Richtime Far East Ltd., a subsidiary of the Company, started
its garment and textile import-export operation in Hong Kong. The Company
received customer orders from Europe and North America, and then contracted
with garment or textile manufacturers, mainly in China, to fulfill those
orders. The finished goods were then shipped overseas. In February 1998, a
new wholly owned subsidiary LPF International Corp.(" LPF") was set up by
the Company. LPF is incorporated in the State of Delaware and operated in
New York, NY. The purpose of LPF was to expand the Company's existing textile
and apparel business worldwide and place more emphasis on fashion design.
Richtime Far East Ltd. was then merged into LPF to be an indirect subsidiary
of the Company.
In order to concentrate on its Internet related electronics products and
services, the Company entered into a Stock Purchase Agreement on September 30,
1998 with Clarinet Overseas Ltd. Under the Agreement, the Company sold all
of its ownership in LPF and Richtime, including all assets and liabilities,
to Clarinet Overseas Ltd. for an aggregation consideration of $2,500,000
in cash.
Since June 1997, the Company has invested significant resources in research,
product development, and engineering activities for its Internet broadcasting
system and its WonderTV series of set-top box and other related products. As
a result of these R&D activities and the low volume of sales during the
initial commercialization of its products, the Company incurred net operating
losses during the fiscal year ended June 30, 1998. The Company anticipates
that it will continue to make significant expenditures for product
development and marketing of its Internet-related electronics products and
services in the foreseeable future.
THE COMPANY'S PRIMARY PRODUCTS AND SERVICES
The Company has primarily positioned itself as a researcher and developer of
cable TV-based Internet access related consumer electronics products,
including hardware and software. The Company then licenses its technologies
to electronics manufacturers, commercial cable TV networks or contracts to
manufacturers for production. While the Company does not maintain
manufacturing facilities, it has arrangements with several manufacturers in
Taiwan and China for the purpose of production. In order to maximize the
Company's benefit, the Company does not fix itself with only one or two
manufacturers. Instead, based on production quality, cost, and other
factors, the Company chooses different manufacturers from time to time.
TELEWEB SYSTEM AND WONDER-TVS
The Company's products include the TeleWeb System and WonderTV series
products. The TeleWeb system is a WWW broadcasting system that sends the
Internet contents and selected commercial information through existing cable
TV networks subscribers.
Based on the technology of the TeleWeb system, the Company has developed
WonderTV series products: WonderTV A6000, A6060, A8000, and A9000, which
sell at the price range of approximately $250 (without hard disk) to $400
(with hard disk). The Teleweb Broadcasting Systems sell at approximately
about $12,000.
Using the Company's TeleWeb system and its WonderTV terminals, subscribers
can download desirable information to the hard disk of WonderTV according
to the monitored data attributes of the user selection. Information is
updated in real time and can be stored on the hard disk for later use.
The Company offers a variety of related services, such as pay-per-view,
real time stock trading, on-line shopping and commercial advertisement.
ONLINE SERVICES
Utilizing its Internet R&D capabilities and TeleWeb System, the Company
launched a project to: (1) provide online merchandise retail services over
the Internet to Chinese customers with a variety of merchandises, and (2)
offer information and electronic commerce services. The information and
services provided by the Company includes breaking financial news, real-time
stock quotes, corporate information as well as consumer entertainment
information. The information may be derived either directly from the Internet
or from the Company's own sources, which are collected by the Company from
individuals, companies, communities, or other organizations who intend to
broadcast their information via TeleWeb system. The Company's electronic
commerce services consist of advertising sales and initiating business
transactions over the Internet, such as home shopping, online stock trading
and online utility bill payments. The Company also broadcasts its own home
shopping service via the Teleweb system.
The Company believes that its targeted market of consumers represents an
attractive and rapidly growing segment of the Web commerce industry. The
service charge for an individual subscriber will be determined by
negotiations with different TV stations. Usually the monthly charge for
an individual subscriber is under $30.
PATENTS, TRADEMARKS AND LICENSES
The Company is pursuing patent applications in certain foreign countries.
There can be no assurance that any of the Company's currently pending patent
applications or future applications will be granted in full or in part or
that claims allowed will be sufficiently broad to protect the Company's
technology. The Company currently holds all right, title, and interest in
and to the trademarks, copyrights, patent license of Amiga-Commodore for
registration and use in the People's Republic of China, Taiwan, Hong Kong,
Macao and the Asian bordering countries between the People's Republic of
China and the former Soviet Union.
COMPETITION
As the Company enters the market for Internet related products, it expects
to experience significant competition from both existing competitors and
additional companies that may enter this market. Some of these companies
have greater technical, marketing, manufacturing, and financial resources
than the Company.
To address the competitive nature of the business, the Company is
constantly seeking innovation to maintain its competitive edge. This
includes using newly developed technology to periodically upgrade its
electronic products always with new features accustomed to local users.
The markets for the Company's products are highly competitive and are
characterized by rapid technological advances, frequent new product
introductions, evolving industry standards, and competitive price pressures.
The Company will continue to develop and market appropriate products to
remain competitive. The Company believes that one of the factors in its
competitive success is its continued commitment of resources to research
and development.
SIGNIFICANT CUSTOMERS
For the year ended June 30, 1998, the Company had three customers with
billings in excess of 10% of the Company's total revenues. Of the total
revenue, Shanghai Hong Sheng Development Corp. accounted for $4,840,000
(38.7%), Full Chance China Ltd. $2,749,000 (21.4%), and D&T Corp.,
$1,815,000 (14.2%).
Although the Company believes that its relations with those three customers
are good, the Company does not have written agreements with any of its
customers that require the purchase of any minimum quantities of products
and, therefore, such customers could reduce or curtail their purchases at
any time. As a result, a substantial reduction in orders from existing
customers would have a material adverse effect on the Company unless the
Company is able to attract orders from new customers, of which there can be
no assurance.
EMPLOYEES
As of June 30, 1998, the Company had 47 full-time employees. The Company also
employs independent contractors and other temporary employees in its software
development department. None of the Company's employees is represented by a
labor union. The Company considers relations with its employee to be
excellent.
Item 2. PROPERTIES
The Company's corporate headquarters, including Regent's offices and R&D
facility, is located at 200 Centennial Avenue, Piscataway, New Jersey and
consist of approximately 9,400 square foot under a lease that expires in
June 4, 2002. The Company believes that its existing facilities are adequate
to meet its requirements for the near term and that additional space will be
available on commercially reasonable terms if needed.
The following table summarizes the lease agreements held by the Company and
its subsidiaries relating to offices and other facilities:
Location Lease Term Commence Date Expiration Date
Piscataway 5 years June 5, 1997 June 4, 2002
New Jersey
Middlesex Annual June 5, 1998 Renewable
New Jersey Renewable
Overseas, Regent maintains a technical support and sales office space in
Shanghai, China.
Item 3. LEGAL PROCEEDINGS
In July 1997, Gateway 2000 claimed that it "owns all Amiga patents,
copyrights and trademarks worldwide." No documentation in support of
Gateway's claim has been produced. After Gateway's claim, the Company has
its attorney contacted with Gateway and showed Gateway the pertinent document
that proves the company's ownership of the exclusive rights to all Amiga
patents, copyrights and trademarks for registration and use in the People's
Republic of China, Taiwan, Hong Kong, Macao, and the Asian bordering countries
between the People's Republic of China and the former Soviet Union. After
the Company's interactions with Gateway, to the best knowledge of the Company
to date, Gateway 2000 has not taken, nor has it threatened to take, any
further action with respect to its claim. Gateway did not mention this issue
in its 10K filings with the SEC.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of the security holders, through
solicitation of proxies or otherwise, during the fiscal year covered by
this report.
Part II
Item 5. MARKET FOR COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
The Company's Common Stock, par value $0.001, has been traded on the OTC
Electronic Bulletin Board under the symbol "LPFC" since December 1, 1994,
and there are currently nine (9) market makers for the stock of the Company.
The following table sets forth the high and low closing prices of the
Company's Common Stock as reported on the OTC Bulletin Board from January
1997 through December 31, 1998. These price quotations reflect inter-dealer
prices, without retail mark-up, mark-down or commission, and may not
necessarily represent actual transactions.
Quarter Ended High Low
1997
March 31, 1997 $2.50 $0.13
June 30, 1997 $4.50 $1.50
September 30, 1997 $7.00 $2.38
December 31, 1997 $7.13 $4.87
1998
March 31, 1998 $7.50 $5.50
June 30, 1998 $10.50 $5.88
September 30, 1998 $11.50 $8.50
December 31, 1998 $10.31 $7.38
NUMBER OF REGISTERED HOLDERS
The number of registered holders of the Company's Common Stock as of
December 31, 1998 was 533, and the Company believes that there are a
greater number of beneficial owners of shares of its Common Stock.
DIVIDENDS
To date, the Company has not declared or paid any cash dividends on its
Common Stock. The Company currently anticipates that it will retain all
available funds for use in the operation and expansion of its business, and
no cash dividend are expected to be paid on the Common Stock in the
foreseeable future. Further, there can be no assurance that the proposed
operations of the Company will generate the revenue and cash flow needed
to declare cash dividends in the foreseeable future.
RECENT SALES OF UNREGISTERED SECURITIES
The transactions set forth below were deemed exempt from registration under
the Securities Act of 1933, as amended (the "Securities Act"), by reason of
Section 4(2) of the Securities Act. In connection with each of these
transactions, the shares were sold to a limited number of institutional and
accredited individual investors as defined by Item 501 of Regulation D of
the Securities and Exchange Commission (the "Commission"). All the investors
were provided opportunities to get access to all relevant information
regarding the Company and they were represented to the Company that they
were "sophisticated" investors. They were also represented to the Company
that the shares they purchased were for investment purposes only and not with
the view of the distribution thereof. Restrictive legends were placed on all
the stock certificates issued.
On September 18, 1997, the Company issued 6 million shares of its Common Stock
to Rightiming Electronics Corp. in exchange for 6 million shares of Regent
Electronics Corp., a subsidiary of the Company. The purpose of the share
exchange was to gain more control over the subsidiary of the Company.
On February 8, 1998, the Company entered into a stock subscription agreement
with Hambrecht & Quist Asia Pacific Ltd. and its affiliate Asia Pacific
Growth Fund II, L.P. (collectively "H&Q"). Under the agreement, H&Q invested
$6 million to acquire 1,500,000 shares of Preferred Stock of Regent
Electronics Corp., a subsidiary of the Company. H&Q's acquisition represented
approximately 5.5% of equity interest of Regent Electronics Corp. Regent also
issued Stock Warrants to H&Q for its intention to subscribe $6 million worth
of Regent's common stock shares on or before December 31, 2002. Pursuant to
the Agreement, the Regent shares held by H&Q may be converted, subject to
certain conditions, into the Common Stock shares of the Company on or after
January 1, 2000.
The Company entered into two Commission Agreements with Clarinet Overseas
Ltd. on June 8, 1997 and June 1, 1998, respectively. Pursuant to the
Agreements, Clarinet introduced eight sophisticated investors for the
Company's private placements. These individuals purchased a total of
545,000 shares of the Company's common stock for $2,495,000. As compensation
to its service, the Company paid Clarinet $109,200, plus 136,250 shares of
the Company's common stock.
During the period of July 1, 1997 through December 31, 1998, the Company
sold 626,000 shares of the Common Stock to eleven accredited investors for
an aggregate consideration of $2,747,000.
Item 6. SELECTED FINANCIAL DATA
The selected consolidated financial data presented below under the captions
"Consolidated Statements of Operations Data" and "Consolidated Balance Sheet
Data" are derived from the consolidated financial statements of the Company
and its subsidiaries, which financial statements have been audited by
Schiffman Hughes Brown (fiscal 1998, 1997 and 1996), the Company's
independent public accountants, to the extent indicated in their report
included elsewhere herein.
The selected consolidated financial data set forth below is qualified in
its entirely by, and should be read in conjunction with, "Management's
Discussion and Analysis of Financial Condition and Results of Operations",
the Consolidated Financial Statements, the Notes thereto and the other
financial information included elsewhere in this report.
Selected Consolidated Financial Data
(in thousands, except per share data)
Fiscal Years Ended June 30
1998 1997 1996
Consolidated Statement of Operations Data:
Revenues ................................ 12,833 410 40
Cost of Sales ........................... 7,989
Operating Expenses
General and administrative expenses .... 2,827 221 18
Research and Development ............... 4,372 104
7,199 325
Income tax benefit (expenses)............ 81 (124)
Minority interest in loss of
Consolidated subsidiary ................ 218 82
Operating income (loss) ................. (2,057) 43 22
Net income per share
Basic ............................. (.05) .00 .00
Diluted ............................ (.05) .00 .00
Weighted average shares outstanding ..... 44,421 29,238 26,799
Fiscal Year Ended June 30
1998 1997 1996
Consolidated Balance Sheet Data:
Cash and cash equivalents ................ 3,193 269 213
Working capital .......................... 6,919 107 213
Total assets ............................. 16,404 8,221 385
Long-term obligation ..................... 0 0 0
Total shareholders' equity ............... 7,821 5,739 3,85
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This management's discussion includes forward-looking statements made based
on current management expectations. These statements are not guarantees of
future performance, and the actual outcomes may differ materially from what
is expressed or forecasted. There are many factors that affect the Company's
business and its results of operations, including the factors discussed below.
OVERVIEW
The Company, through its subsidiary Regent Electronics Corp., designs,
engineers, develops, provides and markets Internet related electronics
products and services to electronics manufactures, commercial cable TV
networks, and general individual customers. Using its Internet research
and development capabilities, including the TeleWeb broadcasting system,
set-top boxes, WonderTV series products, the Company has started its on-line
service business.
The Company has primarily positioned itself as a researcher and developer
of cable TV-based Internet access related consumer electronics products,
including hardware and software. The Company then licenses its technologies
to electronics manufacturers, commercial cable TV networks or contracts to
manufacturers for production. While the Company does not maintain
manufacturing facilities, it has arrangements with several manufacturers in
Taiwan and China for the purpose of production.
The Company's products include the TeleWeb System and WonderTV series
products. The TeleWeb system is a WWW broadcasting system that sends Internet
contents and selected commercial information through the existing cable TV
network subscribers. Based on the technology of the TeleWeb system, the
Company has developed WonderTV series products: WonderTV A6000, A6060, A8000,
and A9000. From the Company's TeleWeb system and its WonderTV terminals,
subscribers can download desirable information to the hard disk of WonderTV
according to the monitored data attributes of the user selection. Information
is updated in real time and can be stored on the hard disk for later use. The
Company offers a variety of related services, such as pay-per-view, real time
stock trading, on-line shopping and commercial advertisement.
In 1998, the Company has started its on-line service business that (a) provide
retail services over the Internet to Chinese customers for purchasing a
variety of merchandises, and (b) offer information and electronic commerce
services. The information and services provided by the Company includes
breaking financial news, real-time stock quotes, corporate information as
well as consumer entertainment information. The information may be derived
either directly from the Internet or from the Company's own sources, which
are collected by the Company from individuals, companies, communities, or
other organizations who intend to broadcast their information via TeleWeb
system. The Company's electronic commerce services consist of advertising
sales and initiating business transactions over the Internet, such as home
shopping, online stock trading and online utility bill payments. The Company
believes that its targeted market of consumers represents an attractive and
rapidly growing segment of the Web commerce industry.
FISCAL YEARS ENDED JUNE 30, 1998 AND 1997
Results Of Operations
REVENUES During the fiscal 1998, the Company generated its revenue
primarily from (1) licensing the rights to its software products to business
customers; (2) resale of chipsets; and (3) sales from its textile and apparel
business. The Company's revenues increased to $12.8 million in fiscal 1998
from $409,991 in fiscal 1997. This increase was because (1) the Company
generated its revenue mainly through its subsidiaries. The Company's two
subsidiaries were not operational until March - April 1997. The Company had
little operating revenue in fiscal 1997, except $398,805 of gain on sale of
investment; and (2) starting from the fiscal 1998, the Company's product
development and marketing strategy fit the market trend, the Company's
revenue has increased.
Two Company's products, TeleWeb broadcasting systems and WonderTVs, are
marketed to electronics manufactures and commercial cable TV networks. In
order to manufacture the Company's products, the manufactures must obtain the
dedicated chipsets and the accompanying software. Therefore, the Company
sells the chipsets to those companies that assemble and market WonderTV
set-top boxes (the chipsets consist of the following chips: GXM 233,
5520&97317, XC9538-VQ44, AD1819 AC-97, CYBERPRO 2010, BootPROM, and
MD2200-8D). For the year ended June 30, 1998, the Company's revenue from
resale of chipsets was $6.16 million, about 48% of the Company's total
revenue.
For the fiscal 1998, the Company has loyalty revenue of 1.8 million, about
14% of the Company's total revenue, which was derived from licensing out its
software to manufactures and cable TV networks. The Company is expected to
continue to receive loyalty payments as long as it continues to market its
WonderTVs and TeleWeb System.
The Company's revenue from its textile and apparel business, for the year
ended June 30, 1998, was $4.84 million, approximately 38% of the Company's
total revenue. For the fiscal 1998, the Company's textile and apparel
business generated $90,191 of net income (see Financial Statement Notes 13
for more information).
SELLING, GENERAL AND ADMINISTRATIVE Selling, general and administrative
expenses increased to $2.83 million in fiscal 1998 from $221,074 in fiscal
year ended June 30, 1997. The primary reason for the increase was due to the
fact that the Company has not fully operated until April 1997. Accordingly,
the Company's expenses on office rent, selling, travel, consulting, legal
and accounting expenses significantly increased in fiscal 1998.
RESEARCH AND DEVELOPMENT For the year ended June 30, 1998, the Company
spent $4.37 million in research and development, approximately 60% of the
Company's total operating expenses, compared with $103,870, about 32% of the
total operating expenses in 1997. The significant increase in research and
development expenses was primarily a result of developing the TeleWeb
broadcasting system and setting up online merchandise retail and electronic
commerce services. The Company's software development costs are recorded in
accordance with Statement of Financial Accounting Standards No. 86. To date,
the Company has expensed all of its internal software development.
OPERATING LOSS As a result of the factors discussed above, the Company's
operating income decreased from $43,390 in fiscal 1997 to $2.06 million of
net loss in fiscal 1998. For the year ended June 30, 1998, the Company has
net loss of $.05 per diluted share.
INCOME TAXES The Company's losses for fiscal 1998 may be utilized as an
offset against future earnings, although there is no assurance that future
operations will produce taxable earnings.
FISCAL YEARS ENDED JUNE 30, 1997 AND 1996
Results Of Operations
The Company was not fully active until April 1997. For the fiscal year ended
June 30, 1997, the Company had a net income of $43,390 compared to $22,164
in fiscal 1996.
Revenues The revenues of the Company in fiscal 1997 were $409,991 compared
to $40,098 in fiscal 1996. The revenues in fiscal 1997 were primarily from
the sale of its investment in Rightiming Electronics Corp., a New Jersey
based high tech company.
Research and Development Regent Electronics Corp., a subsidiary of the
Company, began to carry out its product development activities in April 1997.
For the fiscal year ended June 30, 1997, the Company had R&D expenses of
$103,870. There were no R&D expenses in fiscal 1996.
Net Income. The Company became fully active in April 1997. For the fiscal
year ended June 30, 1997, the Company had a net income of $43,390 compared
to $22,164 in fiscal 1996.
Income Taxes. The Company had no income taxes liabilities in fiscal 1997
and 1996 because those income taxes liabilities were offset by the Company's
net operating losses (NOLs) incurred in previous years.
LIQUIDITY AND CAPITAL RESOURCES
The Company ended the fiscal 1998 with a cash and cash equivalents position
of approximately $3.2 million, compared to $268,679 in fiscal 1997.
Since January 1997, the Company has financed its operations and expenditures
primarily through the sale of capital stock. On February 8, 1998, Hambrecht
& Quist Asia Pacific Ltd. and its affiliate Asia Pacific Growth Fund II, L.P.
(collectively "H&Q") invested $6 million to acquire 1,500,000 shares of
Preferred Stock of Regent Electronics Corp. H&Q's acquisition represented
approximately 5.45% of Regent's equity interest. Pursuant to the agreement,
subject to certain conditions, the Regent shares held by H&Q may be converted
into Common Shares of the Company after January 1, 2000.
During the period of June 30, 1997 through June 30, 1998, the Company sold
536,000 shares of the Common Stock to eleven accredited investors for an
aggregate consideration of $2,072,000.
As of June 30, 1998, the Company had working capital of $6.92 million (an
increase of $6.8 million from $106,924 as of June 30, 1997). During the
Fiscal 1998, operating activities provided $766,302 of net cash, investing
activities used $ 113,854 of net cash for equipment purchases, and financing
activities provided $2.27 million of net cash, primarily from the Company's
private placements. Approximately 60% of net cash used in 1998 were spent on
the Company's research and development activities.
The Company has no material commitments for capital expenditures to date. The
Company believes that the anticipated funds from operations and the existing
cash and cash equivalents will be sufficient to meet its cash requirements
for at least the next twelve months. Although the Company's operating
activities may generate cash to cover its operating costs, the Company's
continuing operating and investing activities may require the Company to
obtain additional sources of financing. There can be no assurance that any
necessary additional financing will be available to the Company on
commercially reasonable terms, if at all.
The Company has trade credits available from many corporations with credit
line up to $50,000, net 30 days. The Company may raise its capital in the
future either from the secondary offerings or from private placements.
In fiscal 1999, the Company, through its subsidiary Regent Electronics Corp.,
will actively look for business opportunities in China and its bordering
countries to manufacture and market its TeleWeb broadcasting system and
WonderTV series products. The Company has been contacting several big TV
manufacturers in China seeking a contractor for such purpose. The Company
is confident in its market potential based on the continuation of economic
growth and the increasing demand for Internet access and multimedia
entertainment in China. It is part of the Company's business strategy to use
the revenues generated from sales of the TeleWeb system and WonderTV series
products to finance the Company's research and development activities in its
new generation of products for multimedia home entertainment.
Some international companies with capability of producing similar products
are also trying to enter into the China's multimedia entertainment market.
To improve its competitiveness, the Company focuses on products that are
accustomed to China's cultural tradition and the Company will persist in its
aggressive drive to reduce business cost. While subject to many variables,
the Company anticipates revenue increases in the coming fiscal year. At the
same time, the Company will continue to raise capital necessary for its
expansionary operations and research and development activities.
RECENT DEVELOPMENTS
In order to concentrate on its Internet related electronics products and
services, the Company entered into a Stock Purchase Agreement on September 30,
1998 with Clarinet Overseas Ltd. Under the Agreement, the Company sold all of
its ownership in LPF and Richtime, including all assets and liabilities,
to Clarinet Overseas Ltd. for an aggregation consideration of $2,500,000
in cash.
FACTORS THAT MAY AFFECT FUTURE RESULTS
Factors that could cause future results to differ materially these
expectations include the following: growth in the multimedia electronics
industry; lower than expected customer orders; delays in receipt of orders
or cancellation of orders; competitive factors, such as increased competition,
new product offerings by competitors and price pressures; the availability
of parts and supplies at reasonable prices; changing technologies; changes in
product mix; new product development; the timing of the negotiation of new
contracts; and the general domestic and international economic conditions.
In additional to the information contained in this Report, there are other
factors that could cause the Company's future results to differ materially
from those expressed in any forward-looking statement made by, or on behalf
of, the Company.
Although the Company has been considering entering retail channels in the
future, so far, all of the Company's sales are wholesales. For the year ended
June 30, 1998, the Company had three customers with billings in excess of 10%
of the Company's total revenue. The Company does not have written agreements
with any of its customers that require the purchase of any minimum quantities
of products and, therefore, such customers could reduce or curtail their
purchases at any time. As a result, a substantial reduction in orders from
existing customers would have a material adverse effect on the Company unless
the Company is able to attract orders from new customers, of which there can
be no assurance.
The Company's foreign sales are denominated in the U.S. dollars. The Company
does not incur any foreign currency risks; however, fluctuations in currency
exchange rates could cause the Company's products and services to become
relatively more expensive to foreign customers, which may result in a
reduction in foreign sales or the profitability of any of such sales.
Historically, the size and timing of sale transactions have varied
substantially from quarter to quarter, and the Company expects such variations
to continue into the future. Because a significant portion of the Company's
overhead is fixed in the short-term, the Company's results of operations may
be adversely affected if revenues fall below the Company's expectation.
The current Asian economic crisis will have certain impact on the Company's
operation and marketing in the future. The Company is mainly concentrating
on the Chinese market for its sales of Teleweb Broadcasting Systems and
WonderTVs. The Company's operation may be severely affected by the risks of
slow economic growth, devaluation of the Chinese currency, and restrictions
on transferring foreign currencies. The Company has decided to expand its
market presence, and market its products in the U.S. and European markets.
YEAR 2000
The Company recognizes the need to ensure that its operations will not be
adversely impacted by "Year 2000" issue, which has arisen because many
existing computer programs and chip-based embedded technology systems may
recognize a date using "00" as the year 1900 rather than year 2000. This
could result in a system failure or miscalculations which may cause
disruptions of operations, including, among other things, a temporary
inability to process transactions, send invoices, or engage in similar
normal business activities.
The Company has assembled a team of internal staff to oversee the matter
and is underway in completing its Year 2000 assessment. Internally, the
Company has upgraded its business system to address the Year 2000 issue.
Externally, the Company has surveyed and will continue to survey its
suppliers, financial institutions, and other organizations to ensure that
those parties have appropriate plans to be "Year 2000 Compliant." Costs
incurred to date and estimated costs to complete the Company's Year 2000
compliance efforts are not expected to be material.
The Company has substantially completed many procedures to test and replace
existing computer systems. Additionally, the Company continues to assess
and test newly engaged suppliers and their products for Year 2000 compliance
as part of the Company's normal business operations. The Company will
continue to monitor its Year 2000 Compliance program, address any material
issues, and develop contingency plan as it deems appropriate.
The failure to identify or correct a material Year 2000 problem could result
in an interruption in, or a failure of, certain business activities or
operations such as the Company's ability to service its customers. Such
failures could materially and adversely affect the Company's results of
operations, liquidity, and financial condition. The Company's Year 2000
assessment process is expected to significantly reduce the Company's level
of uncertainty about the Year 2000 problem and, in particular, about the
Year 2000 compliance and readiness of its material suppliers and customers.
RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS
Effective for fiscal 1998, the Company adopted SFAS No. 123, "Accounting for
Stock-Based Compensation," and, as permitted by this standard, will continue
to apply the recognition and measurement principles of Accounting Principles
Board Opinion No. 25 to its stock options. This statement requires footnotes
disclosure of the pro forma impact on net income and earnings per share of
the compensation cost that would have been recognized if the fair value of
all stock-based awards were recorded in the income statement.
In March 1997, the Financial Accounting Standards Board issued SFAS No. 128,
"Earnings Per Share" which simplifies the standards for computing EPS
previously found in Accounting Principles Board Opinion No. 15 and makes them
comparable to international EPS standards. The Statement is effective for
financial statements issued for periods ending after December 15, 1997. Had
this statement been effective for the years ended June 30, 1997 and 1996,
earnings would have been presented as follows:
Year ended June 30 1997 1996
EPS - basic ........................ $0.00 $0.00
EPS - diluted ........................ $0.00 $0.00
In June 1997, the Financial Accounting Standards Board (FASB) issued two
SFASs: SFAS No. 130, "Reporting Comprehensive Income", and SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information". As
specified by these statements, the Company will apply these statements in
its periodic reports and reclassify its financial statements for earlier
periods provided for comparative purposes.
SFAS 130 establishes standards for reporting and display of comprehensive
income and its components (revenues, expenses, gains, and losses) in a full
set of general-purpose financial statements. This statement requires that
all items that are required to be recognized under accounting standards as
components of comprehensive income be reported in a financial statement that
is displayed with the same prominence as other financial statements.
SFAS 131 establishes standards for the way that the public business
enterprises report information about operating segments in annual financial
statements and requires that those enterprises report selected information
about operating segments in interim financial reports issued to shareholders.
It also establishes standards for related disclosures about products and
services, geographic areas, and major customers. This Statement supersedes
FASB Statement No. 14, "Financial Reporting for Segments of a Business
Enterprise", but retains the requirement to report information about major
customers. It amends FASB No. 94, "Consolidation of All Majority-Owned
Subsidiaries", to remove the special disclosure requirements for previously
unconsolidated subsidiaries.
At this point, the Company has not determined the impact of adopting SFAS 131.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has not entered into any transactions using derivative financial
instruments or derivative commodity instruments and believes that its exposure
to market risk associated with other financial instruments (such as
investments) are not material.
Item 8. FINANCIAL STATEMENTS
See Item 14 (a) for an index to the audited consolidated financial statements
and supplementary financial information that are attached hereto.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTING AND FINANCIAL DISCLOSURE
The Company appointed the accounting firm of Schiffman, Hughes & Brown to
serve as the independent auditors of its year-end financial statements
starting from its fiscal year of 1995. To the best knowledge of the current
management, the Company did not use an auditor for its fiscal year prior to
1995 and therefore had no auditors.
The Company has no disagreement with accounting and financial disclosure.
Part III
Item 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Company's directors, executive officers and their respective ages and
positions as of December 31, 1998 are as follows:
Name Age Date Appointed Position
James Yao (2) 44 January 1997 Chairman, President
& Director
David Leung 53 January 1997 Vice President
& Director
James Liu 43 January 1997 Vice President
& Director
Jeremy Wang(1) (2) 43 May 1997 Director
Simon Gu (1) 43 September 1997 Director
Gary Huang (1) 43 January 1997 Chief Financial Officer,
Secretary & Director
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee
The following are biographies of the Company's executive officers and
directors for the recent years.
JAMES YAO joined the Company as President and a Director in January 1997 and
was elected Chairman of the Board of Directors. He has over 15 years
of business experience in multinational companies as well as new ventures in
textile and apparel industry, most recently with Yao Investment Corp. and
Lotus International Holdings Corp., where he served as Chairman. Mr. Yao
graduated from Miya Gawa University in Tokyo, Japan.
DAVID LEUNG joined the Company as Vice President in January 1997. Prior to
joining the Company, Mr. Leung served as General Manager of Shenzhen New
Technology Development Co., Ltd. in Shenzhen, China. He is a director of
Lotus International Holdings Corp. He was employed as a research fellow
with Electronics Research Institute in Guangzhou, China under Academia
Sinica from 1984 to 1992. Mr. Leung had a BS from Beijing Institute of
Technology.
JAMES LIU has been a director and Vice President of the Company since
January 1997. Prior to his joining the Company, Mr. Liu served as President
of JBL International Inc., an apparel agent in New York, NY, that contracts
apparel orders and transfers finished goods between wholesalers and apparel
manufacturers. He is a director of Lotus International Holdings Corp. From
1983 to 1990, he was a manager in charge of international trade in Jiangsu
Provincial Government of the People's Republic of China. He graduated with
a BA degree from Nanjing University, China.
JEREMY WANG was elected Director in March 1997. In the past ten years, he
worked at AT&T Bell Laboratories and Merck & Co. He held various
responsibilities in system engineering, development and product management
in the telecommunications industry. Mr. Wang had an MS in Chemical
Engineering from University of Virginia, and an MS in Computer Science from
New Jersey Institute of Technology.
SIMON GU has been a director since September 1997. Mr. Gu has more than
twelve years of experience in electronics and computer industries, and has
been a senior computer engineer at AT&T since 1990. He held several senior
technology positions at US Army Armament Research, Development and
Engineering Center and Information Department of Town & County International,
Inc. from 1987 to 1990. Mr. Gu holds a Master of Sciences in computer
sciences from Polytechnic University of New York and a BS in computer sciences
at Kean College of New Jersey.
GARY HUANG has been Treasurer and Secretary of the Company since January 1997
and Chief Financial Officer since July 1998. Prior to joining the Company,
Mr. Huang served as Senior Accountant / Financial Analyst at Rightiming
Electronics Corp. with responsibilities in accounting, financial reporting
and treasury functions. He holds an MBA in finance from University of New
Haven and an MA in Economics from Yale University.
All directors hold office for their elected term or until their successors
are duly elected and qualified. Should a director be disqualified or unable
to serve as a director, the vacancy so arising may be filled by the Board of
Directors for the unexpired portion of his term. All officers serve at the
discretion of the Board of Directors. There are no family relationships among
the members of the Board of Directors or any executive officers of the
Company.
COMMITTEES AND BOARD COMPENSATION
The Board of Directors conducts its business through meetings of the Board
of Directors and through its committees. In accordance with the By-laws of
the Company, the Board of Directors has established an Audit Committee and
a Compensation Committee.
AUDIT COMMITTEE
The Audit Committee acts on behalf of the Board of Directors with respect to
the Company's financial statements, record-keeping, auditing practices and
matters relating to the Company's independent public accountants, including
recommending to the Board of Directors the firm to be engaged as its
independent public accountants for the next fiscal year; reviewing with the
Company's independent public accountants the scope and results of the audit
and any related management letter; consulting with the independent public
accountants and management with regard to the Company's accounting methods
and adequacy of its internal accounting controls; approving the professional
services rendered by the independent public accountants; and reviewing the
independence of the independent public accountants. The Audit Committee
consists of Messrs. Jeremy Wang, Simon Gu and Gary Huang.
COMPENSATION COMMITTEE
The Compensation Committee reviews and makes recommendations to the Board of
Directors the appropriate compensation of directors and executive officers
of the Company. The Compensation Committee consists of Messrs. James Yao and
Jeremy Wang.
DIRECTORS' COMPENSATION
Directors are not paid a fee for attending Board of Directors or committee
meetings, but are reimbursed for their travel expenses to and from the
meetings.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
None of the officers or directors has been involved in any material legal
proceedings that occurred within the last five years of any type as described
in Section 401(f) or Regulation S-K.
Item 11. EXECUTIVE COMPENSATION
The following Summary Compensation Table (1): Annual Compensation, and
Table (2): Long Term Compensation set forth information concerning the total
compensation of the Company's executive officers for services rendered in all
capacities to the Company for the last three fiscal years.
Summary Compensation Table (1): Annual Compensation
Names and Principle Other Annual
Position Year Salary($) Bonus($) Compensation
James Yao 1998 $68,000 0 0
President & Chairman 1997 18,000 0 0
1996 0 0 0
James Liu 1998 68,000 0 0
Vice President 1997 0 0 0
1996 0 0 0
David Leung 1998 0 0 0
Vice President 1997 0 0 0
1996 0 0 0
Gary Huang 1998 34,337 0 0
Chief Financial Officer 1997 10,666 0 0
1996 0 0 0
Summary Compensation Table (2): Long Term Compensation
Restricted Securities
Names and Principle Stock Underlying All Other
Position Year Award Options/SAR Compensation
James Yao 1998 0 0 0
President & Chairman 1997 0 180,000 0
1996 0 0 0
James Liu 1998 0 0 0
Vice President 1997 0 180,000 0
1996 0 0 0
David Leung 1998 0 0 0
Vice President 1997 0 500,000 0
1996 0 0 0
Gary Huang 1998 0 0 0
Chief Financial Officer 1997 0 0 0
1996 0 0 0
Each of the options issued above is currently exercisable at an exercise
price of $6.00 per share and shall be expired on May 15 and May 30, 2002.
As of December 31, 1998, no stock options have been exercised.
There are no reportable transactions between Lotus Pacific, Inc. and Lotus
International Holdings Corp., Yao Investment Corp., Rightiming Electronics
Corp., Evolving Investments Ltd. other than disclosure as shareholders.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS & MANAGEMENT
The following table sets forth certain information known by the Company
regarding the beneficial ownership of the Company's Common Stock as of
December 31, 1998, by (i) each person who is known by the Company to own
beneficially more than 5% of the Company's outstanding Common Stock; (ii)
each of the Company's officers and directors, and (iii) directors and
officers of the Company as a group.
FIVE PERCENT (5%) SHAREHOLDERS
NO. OF SHARES
BENEFICIALLY PERCENT
NAME OF BENEFICIAL OWNER OWNED OF CLASS
Lotus International Holdings Corp. 8,286,670 14.6%
308 East Bay Street
Nassau, Bahamas
Yao Investment Corp. 8,000,000 14.1%
308 East Bay Street
Nassau, Bahamas
Rightiming Electronics Corp. 6,000,000 10.6%
P.O. Box 186
Piscataweay, NJ 08855-0186
Evolving Investments Ltd. 3,100,000 5.5%
3706 Cricket Circle
Edison, NJ 08820
The percentages indicated are based on the Company's outstanding Stock
Options and Warrants exercisable as of December 31, 1998 and 47,499,304
shares of Common Stockissued and outstanding as of December 31, 1998.
As of December 31, 1998, there were 47,499,304 shares of the Company's
Common Stock and 4,300 shares of Series A Preferred Stock issued and
outstanding. Each share of Common Stock is entitled to one vote per share.
All issued and outstanding 4,300 shares of Preferred Class A Stock of the
Company are owned by Lotus International Holdings Corp.
None of the Company's officers and directors own shares individually, except
stock options. See Item 6. "Executive Compensation".
James Yao, President & Chairman of the Company and James Liu, Vice President
of the Company, are two majority shareholders of Lotus International Holdings
Corp., and they both serve on the Board of that entity.
James Yao owns Yao Investment Corp., Rightiming Electronics Corp. is mainly
owned by Robert Wang and John Wang, Sunman Lee owns Evolving Investments Ltd.
In addition to the shares of Common Stock and Series A Preferred Stock issued
and outstanding, the Company also issued 1,090,000 shares of Stock Option in
May 1997 to certain Directors and officers of the Company as part of their
compensation. All options are exercisable at $6.00 per share and will be
expired in May 2002.
The following table sets forth the certain information known to the Company
with respect to beneficial ownership of the Company's Common Stock Option
as of December 31, 1998. A total of 1,090,000 shares of Common Stock Options
were issued and outstanding as of December 31, 1998.
BENEFICIAL OWNERS NO. OF SHARES
James Yao, Chairman & President 180,000
David Leung, Vice President & Director 500,000
James Liu, Vice President & Director 180,000
Jeremy Wang, Director 180,000
Cheng Wang, former Director 50,000
All directors and executive officers
As a group 1,090,000
In May 1997, the Company issued 8,000,000 shares of redeemable Common Stock
Warrants to Evolving Investments Limited. Each share of the warrants entitles
the holder to purchase a share of the Company's Common Stock at $3.00 per
share, void after May 5, 2002.
There are no arrangements including pledges by any person of securities of
the Company, the operation of which may at a subsequent date result in a
change in control of the Company.
Item 13. CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS
On December 2, 1997, Lotus International Holdings Corp., a shareholder of
the Company, disposed of the Company's Common Stock shares to its
shareholders, affiliate companies and related parties. From this transaction,
Yao Investment Corp. received 8 million shares of Common Stock of the Company.
James Yao, President & Chairman of the Company, also serves as President of
Yao Investment Corp.
Item 14. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following documents are filed as a part of this report:
1. Financial Statements and Reports of Schiffman Hughes Brown,
Independent Auditors
Report of Schiffman Hughes Brown, Independent Auditors
Consolidated Balance Sheet as June 30, 1998 and 1997
Consolidated Statements of Operations - for the Fiscal Years ended
June 30, 1998, 1997 and 1996
Consolidated Statements of Shareholders' Equity - for the Fiscal
Years Ended June 30, 1998, 1997 and 1996
Consolidated Statements of Cash Flows - for the Fiscal Years
Ended June 30, 1998, 1997 and 1996
Notes to Consolidated Financial Statements
2. Financial Statement Schedule
3. Exhibits
3.1* Certificate of Incorporation of the Registrant, as amended
3.2* Bylaws of the Registrant, as amended
10.1** Stock Subscription Agreement, dated as of March 18, 1997,
between Evernew International Limited and Lotus Pacific, Inc.
10.2** Stock Subscription Agreement, dated as of May 5, 1997, between
Evolving Investments Ltd. and Lotus Pacific, Inc.
10.3** Warrant Purchase Agreement, dated as of May 5, 1997, between
Evolving Investments Ltd. and Lotus Pacific, Inc.
10.4** Stock Exchange Agreement, dated as of September 18, 1997,
between Rightiming Electronics Corp. and Lotus Pacific, Inc.
10.5** Stock Subscription Agreement, dated as of December 31, 1997,
between Clarinet Overseas Limited and Lotus Pacific, Inc.
10.6** Stock Purchase Agreement, dated as of September 30, 1998,
between Clarinet Overseas Limited and Lotus Pacific, Inc.
10.7** Commission Agreement, dated as of June 8, 1997, between
Clarinet Overseas Limited and Lotus Pacific, Inc.
10.8** Commission Agreement, dated as of June 1, 1998, between
Clarinet Overseas Limited and Lotus Pacific, Inc.
27.1 Financial Data Schedule, filed herewith
* Incorporated by reference from the Company's Form 10-K filed
on October 1, 1998.
** Incorporated by reference from the Company's Form 10/A filed
on January 7, 1999.
Signatures
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant had duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Date: January 7, 1999
Lotus Pacific, Inc.
/S/ James Yao
James Yao, Chairman & President
Pursuant to the requirements of the Securities Exchange Act 1934, this
report has been signed below by the following persons on behalf of the
registrants and in capacities and on the dates indicated.
/S/
David Leung, Director & Vice President
/S/
James Liu, Director & Vice President
/S/
Jeremy Wang, Director
/S/
Simon Gu, Director
/S/
Gary Huang, Chief Financial Officer & Secretary
SCHIFFMAN HUGHES BROWN
A PROFESSIONAL CORPORATION
CERTIFIED PUBLIC ACCOUNTS
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
of Lotus Pacific, Inc. and Subsidiaries
We have audited the accompanying balance sheets of Lotus pacific, Inc.
and Subsidiaries as of June 30, 1998, 1997 and 1996 and the related
statements of operations, stockholders' equity, and cash flows 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 the audit to
obtain reasonable assurance about 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 the management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Lotus Pacific, Inc. and
Subsidiaries as of June 30, 1998, 1997, and 1996, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
/s/
Schffman Hughes Brown
Blue Bell, Pennsylvania
September 4, 1998
790 PENLLYN PIKE, SUITE 302, BLUE BELL, PENNSYLVANIA 19422
(215) 646-2000 FAX (215) 646-1937
LOTUS PACIFIC, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1998, 1997 AND 1996
ASSETS
1998 1997
Current Assets:
Cash $3,193,127 $268,679
Accounts Receivable 4,979,759
Prepaid Expenses 760,295
Advances 2,354
Total current assets 8,933,181 271,033
Investments (Note 5) 600,000 600,000
Property and equipments:
Furniture and office equipment 90,192 90,000
Equipment 1,541,231 1,502,120
Leasehold improvements 75,612 1,041
1,707,015 1,593,161
Less: accumulated depreciation 348,286 26,623
1,358,729 1,566,538
Other assets:
Intangible asset, net of accumulated
amortization of $370,477 and $28,480
in 1998 and 1997, respectively 5,439,523 5,781,520
Deposit 72,792 1,700
5,512,315 5,783,220
$16,404,225 $8,220,791
LIABILITY AND STOCKHOLDERS' EQUITY
Current liabilities:
Account payable $1,755,654 $14,946
Loan Payable (Note 3) 120,000
Salaries Payable 63,819
Payroll taxes payable 32,234 25,771
Income taxes payable (Note 6) 42,110 123,392
Total current liabilities 2,013,817 164,109
Minority interest in subsidiary
(Note 5) 6,569,544 2,317,815
Commitments (Note 11)
Stockholders' equity:
Common stock (Note 8) 47,387 40,737
Preferred stock, Series A (Note 8) 4 4
Common Stock Warrant (Note 8) 80,000
Additional paid-in capital 10,240,740 6,188,348
Accumulated deficit (2,547,267) (490,222)
7,820,864 5,738,867
$16,404,225 $8,220,791
The accompanying notes are an integral part of these financial statements
LOTUS PACIFIC, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED JUNE 30, 1998,1997 AND 1996
1998 1997 1996
Sales - Products $10,998,875 $-0- $-0-
Cost of Sales 7,989,318
Gross Profit 3,009,557
Operating expenses
Selling, general and
administrative 2,826,730 221,074 17,934
Research and development 4,371,990 103,870
7,198,720 324,944 17,934
Operating Loss (4,189,163) (324,944) (17,934)
Other income (expenses):
Interest income 33,675 11,186 11,008
Gain on sale of investment 398,805
Equity in earnings of
unconsolidated subsidiary 29,090
Royalty Income 1,800,000
1,833,675 409,991 40,098
Net income (loss) before income taxes
and minority interest in income
of consolidated subsidiaries (2,355,488) 85,047 22,164
Income tax benefit (expenses)
(Note 6) 80,714 (123,842)
Minority interest in loss of
consolidated subsidiaries 217,729 82,185
Net income $(2,057,045) $43,390 22,164
Earnings per share
Basic $(.05) $.00 $.00
Diluted $(.05) $.00 $.00
Weighted average shares 44,421,334 29,238,081 26,799,387
The accompanying notes are an integral part of these financial statements
LOTUS PACIFIC, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED IN JUNE 30, 1998, 1997 AND 1996
Common Preferred Common Additional
Shares Shares Stock Paid-in
Outstanding Outstanding Warrants Amount Capital Deficit Total
Balance
June 30, 1995
26,347,054 4,300 $26,351 $746,433 $(555,776)$217,008
Issuance of
common stock
590,000 590 145,715 146,305
Net Income for
the year Ended
June 30, 1996
22,164 22,164
Balance
June 30, 1996
26,937,054 4,300 $26,941 $892,148 $(533,612)$385,477
Issuance of
common stock
13,800,00 13,800 5,296,200 5,310,000
Net income for
the year ended
June 30, 1997
_______ _______ _______ ______ _______ 43,390 43,390
Balance
June 30, 1997
40,737,054 4,300 40,741 6,188,348 (490,222) 5,738,867
Issuance of
common stock
536,000 536 2,071,464 2,072,000
Issuance of
Common stock
For services
113,750 114 454,886 455,000
Issuance of
Common Stock
For purchase
Of subsidiary
6,000,000 6,000 1,526,042 1,532,042
Issuance of Common
Stock Warrants
8,000,000 80,000 80,000
Net loss for the year
ended June 30, 1998
_______ _______ _______ ______ ____ (2,057,045)(2,057,045)
Balance
June 30, 1998
47,386,804 4,300 8,000,000 $127,391 $10,240,740 $(2,547,267) $7,820,864
The accompanying notes are an integral part of these financial statements
LOTUS PACIFIC, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 1998, 1997 AND 1996
1998 1997 1996
Cash flows from operating activities:
Net income (loss) $(2,057,045) $43,390 $22,164
Adjustments to reconcile income (loss) to
net cash provided by operating activities:
Depreciation and amortization 663,660 55,103
Common stock issued for services 455,000
Gain on sale of investment (398,805)
Equity in earnings of
unconsolidated subsidiary (29,090)
Changes in assets and liabilities:
Increase in accounts receivable (4,979,759)
Increase in prepaid expenses (760,295)
Increase (decrease) in advances 2,354 (2,354)
Increase in deposit (71,092) (1,700)
Increase in accounts payable 1,740,708 14,946 (4,400)
Increase in payroll taxes payable 6,463 25,771
Increase in salaries payable 63,819
Increase (decrease) in
income tax payable (81,282) 123,392
Increase in minority interest
in subsidiary 5,783,771 2,317,815
Net cash provided by (used
in) operating activities 766,302 2,177,558 (11,326)
Cash flows from investing activities:
Purchase of property and equipment (113,854) (1,593,161)
Purchase of intangible asset (5,810,000)
Proceeds from sale of investment 571,200
Acquisition of investment (600,000)
Net cash used in investing activities (113,854) (7,431,961)
Cash flows from financing activities:
Issuance of common stock 2,072,000 5,310,000 3,000
Issuance of common stock warrants 80,000
Increase in loans payable 120,000
Net cash provided by
financing activities 2,272,000 5,310,000 3,000
Net cash increase (decrease) in cash 2,924,448 55,597 (8,326)
Cash, beginning 268,679 213,082 221,408
Cash, ending $3,193,127 $268,679 $213,082
Supplemental disclosure of cash flow information:
Cash paid for taxes $500 $150
Supplemental disclosure of non-cash financing activities:
Issuance of common stock for services $455,000 $3,000
Issuance of common stock for
purchase of subsidiary $1,532,042
The accompanying notes are an integral part of these financial statements
LOTUS PACIFIC, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998, 1997 AND 1996
1. Description of business:
Lotus Pacific, Inc. (the "Company") is a holding company and its main
business is conducted through its two subsidiaries: Regent Electronics Corp.
("Regent") and LPF International Corp. ("LPF").
Regent is a New Jersey based cybetech corporation. Regent generates its
income from granting technology patent and licenses to manufactures and from
selling products to China or its neighboring countries through a combination
of direct sales, under reseal agreement, or through distribution channels,
such as governmental authorities and local cable TV stations. The Company
owns 87.3% of Regent's equity interest.
LPF International Corp., a newly formed and wholly owned subsidiary of the
Company, was incorporated in the State of Delaware in February 1998 and
operates in New York City, NY. The formation of this new subsidiary in the
United States is part of the Company's business strategy to develop the
Company's textile and apparel business worldwide.
In January 1997, the Company set up a wholly owned subsidiary, Richtime
Far East, Ltd. (a Hong Kong corporation operated in Hong Kong). The Company
is continuing to investigate business opportunities.
2.Summary of significant accounting policies:
Principle of Consolidation:
The accompanying financial statements include the accounts of Lotus Pacific,
Inc.; its 87.3% owned subsidiary, Regent Electronics Corp.; and its wholly
owned subsidiary, LPF International Corp. The 12.7% non-owned portion of
Regent Electronics Corp. appear as minority interest in subsidiary on the
balance sheet in accordance with generally accepted accounting principles.
All intercompany transactions have been eliminated in consolidation.
Cash and Cash Equivalents:
For purposes of reporting cash flows, the Company considers all cash accounts
that are not subject to withdrawal restrictions or penalties to be cash or
cash equivalents.
Accounts Receivable:
The allowance for doubtful accounts is based on management's evaluation of
outstanding accounts receivable at the end of the year. No allowance for
doubtful accounts has been provided, since management believes all accounts
are collectable.
LOTUS PACIFIC, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1998, 1997 AND 1996
Revenue recognition:
The revenue from product sales is recognized at the date of sale; revenue
from services rendered is recognized when services have been performed;
and revenue from royalty is recognized when the technology (software
products) of the Company is delivered. The Company generally allows the
sales of products to be returned within 15 business days.
Equipment and Depreciation:
Property and equipment are stated at cost. Depreciation is calculated
using the straight-line method over their estimated useful lives from 3 to
40 years. Depreciation expense for the years ended June 30, 1998 and 1997
was $321,896 and $26,623, respectively.
Intangible Asset:
Intangible asset consists of the acquisition of patents by the Company in
June 1997. The patents are carried at cost and amortized over the useful
life of 17 years.
Research and Development:
Research and development costs consist of expenditures incurred by the
Company during the course of planned search and investigation aimed at the
discovery of new knowledge that will be used to develop and improve its
Internet access product. The Company expenses all such research and
development costs as they are incurred.
Income Taxes:
Income taxes are provided for the tax effects of transactions reported
in the financial statements and consist of taxes currently due plus deferred
taxes related primarily to differences between the basis of balance sheet
items for financial and income tax reporting. There is no difference between
the basis for financial and income reporting.
Investment in Unconsolidated Subsidiary:
The Company recorded its investment in Richtime Far East, Ltd. (a Hong Kong
company) at cost.
Use of Estimates:
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect certain reported amounts and disclosures. Accordingly, actual
results could differ from those estimates.
LOTUS PACIFIC, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1998, 1997 AND 1996
Concentration of Credit Risk:
The Company occasionally maintains deposits in excess of federally insured
limits. The risk is managed by maintaining all deposits in high quality
financial institutions.
Earnings (loss) Per Share:
Basic earnings per share are computed by dividing net income (loss) by the
weighted average number of shares of common stock and the equivalent number
of common shares of convertible preferred stock. Diluted earnings (loss) per
share reflect the dilutuive effect of stock options and warrants. For the
year ended June 30, 1998, the computation of diluted loss per share was
antidilutive; therefore, the amounts reported for basic and diluted loss per
share were the same.
3.Loans Payable:
Represents money deposited with the Company in June 1998 from a potential
investor who has requested their money back. The $120,000 was refunded
to them in July 1998.
4.Issuance of Stock:
During the year ended June 30, 1998, the Company issued an aggregate of
6,649,750 shares of its common stock. 536,000 shares of common stock were
issued for cash consideration of $2,072,000, 113,750 shares of common stock
were issued for consulting services, and 6,000,000 shares of common stock
were issued to purchase at book value, $1,532,042, an additional 17%
interest in Regent Electronics Corp.
During the year ended June 30, 1997, the Company issued 13,800,000 shares of
its common stock for aggregate cash consideration of $5,310,000.
5.Acquisitions and Dispositions:
Shanghai Union Auto Bicycle Co., Ltd.:
On September 25, 1995 the Company exchanged 560,000 shares of its common
stock for a seventy percent equity interest in Shanghai Union (Shanghai
Union) Auto Bicycle Co., Ltd. in Shanghai, People's Republic of China. At
September 25, 1995, Shanghai Union had stockholder's equity of $ 204,721,
70% thereof was $143,305.
On June 28, 1996 the Company exchanged its investment in Shanghai Union
for 5% of the outstanding common stock of Rightiming Electronics Corp.
(Rightiming). Rightiming was
LOTUS PACIFIC, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1998, 1997 AND 1996
incorporated on January 4, 1996 to design and manufacture electronic
software and other products to be marketed in the Far East. Five percent
of Rightiming's stockholder's equity was $268,018 upon the date of
acquisition. The Company recorded its investment in Rightiming at the
value of its investment in Shanghai Union, on the date of the exchange,
$172,395. On May 6, 1997, the Company sold its 5% interest in Rightiming
Electronics Corp. for $571,200.
Regent Electronics Corp.:
In April and May 1997, the Company also acquired 70% of the common stock of
Regent Electronics corp. for $5,388,000. In September 1997, the Company
purchased an additional 17% of the common stock of Regent Electronics Corp.
through the issuance of 6,000,000 shares of common stock. Regent Electronics
Corp. was incorporated to manufacture electronic Interest access equipment
and software to be marketed and sold in the Far East. The accounts of Regent
Electronics Corp. are consolidated with the parents (Lotus Pacific, Inc.)
accounts.
LPF International Corp.:
In February 1998, the Company acquired 100% of the common stock of LPF
International Corp. for $1,300,000. LPF International Corp. was incorporated
to be a fashion designer and a broker in the worldwide textile and apparel
business. The accounts of LPF International Corp. are consolidated with the
parent's (Lotus Pacific, Inc.) accounts.
Richtime Far East, Ltd.:
In April 1997, the Company acquired 100% of the stock of Richtime Far East,
Ltd. (a Hong Kong corporation) for monetary consideration of $600,000. The
management of Lotus Pacific, Inc. has limited operational input upon the
operations of Richtime Far East, Ltd. and carries the investment at cost.
Richtime Far East, Ltd. is not consolidated with Lotus Pacific, Inc. in
accordance with generally accepted accounting principles.
Pertinent financial information for Richtime Far East, Ltd. is as follows:
1998 1997
Sales $5,699,495 $1,990,480
Gross Profit $587,095 $213,717
Net Income $475,725 $177,742
LOTUS PACIFIC, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1998, 1997 AND 1996
6.Income Taxes:
Income taxes for years ended June 30, 1998 and 1997 consisted of the following:
1998 1997
Current:
Federal $(61,917) $92,120
State (18,797) 31,722
$(80,714) $123,842
7.Financial Instrument:
Cash accounts are secured by the Federal Deposit Insurance Corporation up to
$100,000. At June 30, 1998 and June 30, 1997, the uninsured balance was
$2.743,480 and $56,199 respectively.
8. Capital Stock:
Common stock - $.001 par value, 60,000,000 shares authorized, 47,387,644 and
40,737,894 shares issued and outstanding in 1998 and 1997, respectively.
Preferred stock - $.001 par value, 100,000 shares authorized, there is no
shares issued and outstanding in 1998 and 1997.
Preferred stock, Series A - $.001 par value, 4,300 shares authorized, 4,300
shares issued and outstanding in 1998 and 1997.
Common stock warrants - 8,000,000 warrants issued and outstanding. Each
warrant entitled the holder to purchase one share of the Company's common
stock at $3.00 per share. Warrants expire May 5, 2002. As of June 30, 1998,
no warrants have been exercised.
9. Significant customers:
For the year ended June 30, 1998, the Company had three customers with
billings in excess of 10% of total revenues. These two customers accounted
for approximately 70% of total revenues. Of the total revenue, Shanghai Hong
Sheng Development Corp. accounted for $4,840,000 (38.7%), Full Chance China
Ltd. $2,749,000 (21.4%), and D&T Corp. $1,815,000 (14.2%).
LOTUS PACIFIC, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1998, 1997 AND 1996
10. Stock options:
The Company accounts for stock-based compensation in accordance with ASAS
No. 123, Accounting for Stock-Based Compensation which permits the use of the
intrinsic value method described in APB Opinion No. 25, Accounting for Stock
Issued to Employees, and required the Company to disclose the pro forma
effects of accounting for stock-based compensation using the fair value
method as described in the optional accounting requirements of SFAS No. 123.
As permitted by SFAS No. 123, the Company will continue to account for
stock-based compensation under APB Opinion No. 25, under which the Company
has recognized no compensation expense.
Had compensation cost for the Company's stock options been determined based
on the fair value of the Company's common stock at the dates of awards under
the fair value method of SFAS No. 123, the Company's net income and net
income per common share would have been reduced to the pro forma amounts
indicated below:
1998 1997
Net income (loss):
As reported $(2,057,045) $43,390
Pro forma (2,057,045) (981,210)
Net income (loss) per common share:
As reported (0.05) .00
Pro forma (0.05) (0.03)
Significant assumptions used to calculate the above fair value of the awards
are as follows:
Risk free interest rates of return 6.00%
Expected option life 60 months
Expected dividends $ -0-
11.Commitments:
The Company leases its principal facilities of total approximately 9,400
square feet in Piscataway, New Jersey. Under the lease, the Company pays
$7,100 per month until expiration of lease in June 2000.
The Company also leases an additional space in Middlesex, NJ. The lease is
annually renewable and the monthly rent is $825.
12.Condensed Financial Statements for Regent Electronics Corp. at
June 30, 1998 and 1997:
BALANCE SHEET
ASSETS
1998 1997
Current assets $7,232,436 $205,035
Property and equipment 1,281,029 1,564,334
Other assets 5,461,930 5,783,220
$13,975,395 $7,552,589
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities $2,134,683 $38,539
Stockholders' deficit:
Common stock 26,000 26,000
Preferred stock 1,500
Stock warrants 1,500
Additional paid-in capital 13,760,500 7,762,000
Accumulated deficit (1,948,788) (273,950)
11,840,712 7,514,050
$13,975,395 $7,552,589
STATEMENT OF OPERATIONS
Sales $6,155,000
Cost of sales (3,408,500)
Interest income 30,535 $2,563
Royalty income 1,800,000
Operating costs
and expenses (6,251,873) (276,513)
Net Loss $(1,674,838) $(273,950)
STATEMENT OF CASH FLOWS
Cash flows used
in operating activities $(3,914,716) $(235,411)
Cash flows used
in investing activities (38,083) (7,347,554)
Cash flows from
financing activities 6,436,500 7,788,000
Net increase in cash $2,483,701 $205,035
LOTUS PACIFIC, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1998, 1997 AND 1996
13.Condensed Financial Statements for LPF International Corp.
at June 30, 1998:
BALANCE SHEET
ASSETS
Current assets $1,435,933
Property and equipment 75,603
Other assets 50,617
$1,562,153
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities $171,962
Stockholders' deficit:
Common stock 1,300,000
Retained earnings 90,191
1,390,191
$1,562,153
STATEMENT OF OPERATIONS
Sales $4,843,940
Cost of sales (4,580,823)
Interest income 67
Operating costs and expenses (172,993)
Net income $90,191
STATEMENT OF CASH FLOWS
Cash flows used
in operating activities $(984,919)
Cash flows used
in investing activities (75,603)
Cash flows from
financing activities 1,300,000
Net increase in cash $239,578
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