Filed Pursuant to Rule 424(b)(3)
File Number 333-140692
PROSPECTUS SUPPLEMENT NO. 1
to Prospectus dated February 12, 2008
(Registration No. 333-140692)
ASIA TIME CORPORATION
This Prospectus Supplement No. 1 supplements our Prospectus dated February 12, 2008. The securities that are the subject of the Prospectus have been registered to permit their resale to the public by the selling security holders named in the Prospectus. We are not selling any securities in this offering and therefore will not receive any proceeds from this offering. You should read this Prospectus Supplement No. 1 together with the Prospectus.
This Prospectus Supplement No. 1 includes the attached report, as set forth below, as filed by us with the Securities and Exchange Commission (the “SEC”): Annual Report on Form 10-K filed with the SEC on March 31, 2008.
Our common stock is traded on the American Stock Exchange under the symbol “TYM.”
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus Supplement No. 1 is April 14, 2008.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007 |
OR |
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM _______ TO ___________ |
COMMISSION FILE NO. 001-33956
ASIA TIME CORPORATION
(Exact Name Of Registrant As Specified In Its Charter)
Delaware | 20-4062619 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
Room 1601-1604, 16/F., CRE Centre 889 Cheung Sha Wan Road, Kowloon, Hong Kong | N/A | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (852)-23100101
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Each Class | Name of Each Exchange on Which Registered | |
Common Stock, $0.0001 par value | American Stock Exchange |
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) 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. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer o
Non-accelerated filer x Smaller reporting company o
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes o No x
The registrant’s common stock commenced trading on the American Stock Exchange on February 12, 2008. The aggregate market value of the registrant's issued and outstanding shares of common stock held by non-affiliates of the registrant as of March 3, 2008 (based on the price at which the registrant’s common stock was last sold on such date) was approximately $24,449,363.
There were 24,684,649 shares outstanding of the registrant’s common stock, par value $.0001 per share, as of March 15, 2008. The registrant’s common stock is listed on the American Stock Exchange under the ticker symbol “TYM.”
DOCUMENTS INCORPORATED BY REFERENCE: The information required by Part III of Form 10-K is incorporated by reference from the registrant's definitive proxy statement on Schedule 14A that will be filed no later than the end of the 120-day period following the registrant's fiscal year end, or, if the registrant's definitive proxy statement is not filed within that time, the information will be filed as part of an amendment to this Annual Report on Form 10-K/A, not later than the end of the 120-day period.
ASIA TIME CORPORATION
TABLE OF CONTENTS TO ANNUAL REPORT ON FORM 10-K
For the Fiscal Year Ended December 31, 2007
ITEM | Page | |||||
PART I | 2 | |||||
Item 1. | Business | 2 | ||||
Item 1A. | Risk Factors | 6 | ||||
Item 1B. | Unresolved Staff Comments | 18 | ||||
Item 2. | Properties | 18 | ||||
Item 3. | Legal Proceedings | 19 | ||||
Item 4. | Submission of Matters to a Vote of Security Holders | 19 | ||||
PART II | 20 | |||||
Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 20 | ||||
Item 6. | Selected Financial Data | 22 | ||||
Item 7. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 23 | ||||
Item 7A. | Quantitative and Qualitative Disclosures about Market Risk | 36 | ||||
Item 8. | Financial Statements and Supplementary Data | 37 | ||||
Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 37 | ||||
Item 9A. | Controls and Procedures | 37 | ||||
Item 9B. | Other Information | 38 | ||||
PART III | 39 | |||||
Item 10. | Directors, Executive Officers and Corporate Governance | 39 | ||||
Item 11. | Executive Compensation | 39 | ||||
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 39 | ||||
Item 13. | Certain Relationships and Related Transactions, and Director Independence | 39 | ||||
Item 14. | Principal Accounting Fees and Services | 39 | ||||
PART IV | 39 | |||||
Item 15. | Exhibits, Financial Statement Schedules | 39 | ||||
Signatures | 40 |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The information contained in this report, including in the documents incorporated by reference into this report, includes some statements that are not purely historical and that are “forward-looking statements.” Such forward-looking statements include, but are not limited to, statements regarding our and their management’s expectations, hopes, beliefs, intentions or strategies regarding the future, including our financial condition, and results of operations. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions, or the negatives of such terms, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements contained in this report are based on current expectations and beliefs concerning future developments and the potential effects on the parties and the transaction. There can be no assurance that future developments actually affecting us will be those anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the parties’ control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including the following:
· | Dependence on a limited number of suppliers; |
· | Cyclicality of our business; |
· | Decline in the value of our inventory; |
· | Significant order cancellations, reductions or delays; |
· | Competitive nature of our industry; |
· | Vulnerability of our business to general economic downturn; |
· | Our ability to obtain all necessary government certifications and/or licenses to conduct our business; |
· | Development of a public trading market for our securities; |
· | The cost of complying with current and future governmental regulations and the impact of any changes in the regulations on our operations; |
· | Costs and expenses related to the Bonds and Bond Warrants; and |
· | The other factors referenced in this report, including, without limitation, under the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business.” |
These risks and uncertainties, along with others, are also described below under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the parties’ assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
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PART I
Item 1. Business
Overview
With respect to this discussion, the terms “we” and “our” refer to Asia Time Corporation, its 100%-owned subsidiary Times Manufacture & E-Commerce Corporation Limited, a British Virgin Islands corporation, (“Times Manufacture”) and its subsidiaries, Times Manufacturing & E-Commerce Corporation Ltd., TME Enterprise Ltd., Citibond Design Ltd. and Megamooch Online Ltd., each of which is a British Virgin Islands corporation, and the Hong Kong corporate subsidiaries Billion Win International Enterprise Ltd., Goldcome Industrial Ltd., Citibond Industrial Ltd., and Megamooch International Ltd. Times Manufacture was founded in March 2002 and is based in Hong Kong.
Our Company
We are a distributor of watch movements components used in the manufacture and assembly of watches to a wide variety of timepiece manufacturers. Our core customer base consists primarily of wholesalers, and medium-to-large sized watch manufacturers that produce watches primarily for consumer sale. To a lesser extent, we design watches for manufacturers and exporters of watches and manufacture and distribute complete watches primarily to internet marketers.
We have distribution centers and strategically located sales offices throughout Hong Kong and the People’s Republic of China (“China” or “PRC”). We distribute more than 350 products from over 30 vendors, including such market leaders as Citizen Group, Seiko Corporation and Ronda AG, to a base of over 300 customers primarily through our direct sales force. As a part and included in our sale of watch movements, we provide a variety of value-added services, including automated inventory management services, integration, design and development, management, and support services.
Our Industry
A typical watch manufacturing process begins with the watch being designed, either from scratch or based on a chosen watch movement according to the required features. For example, if a watch manufacturer wants to design a three-hand chronograph with split-second, three dials and date, they will source the watch movements that meet these requirements and design the watch according to the specifications of this movement. Next in the process is the sourcing, purchasing or manufacture of the required components, including the watch case, watch movement, strap and crown. The last steps in the process are the assembly of the watch components, followed by testing and quality control.
Except for the largest watch manufactures, such as Citizen, Seiko, and Swatch, which produce and use their own watch movements, most watch manufacturers source and purchase the movements in the market.
In the watch manufacturing process, we provide watch movements directly to the manufacturers or through movement wholesalers, assisting the manufacturers to source the movement by providing technical information, advise, and pricing. We also assist provide our customers with watch design and technical assistance.
There are two categories of watch movements, quartz and mechanical. The main parts of an analog quartz watch movement are the battery; the oscillator, a piece of quartz that vibrates in response to the electric current; the integrated circuit, which divides the oscillations into seconds; the stepping motor, which drives the gear train; and the gear train itself, which makes the watch’s hands move. A digital watch movement has the same timing components as an analog quartz movement but has no stepping motor or gear train.
The main parts of a mechanical watch movement are the winding mechanism; the mainspring, which is the source of the watch’s power; the gear train, which transmits power from the mainspring to the escapement and drives the watch’s minutes and seconds hands; the escapement, which distributes power to the oscillator (i.e., the balance) and controls how fast the mainspring unwinds; the balance itself, which measures out time by vibrating at a steady rate; and the motion works, which moves the watch’s hour hand.
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Most mechanical and quartz analog watch movements are made by one of three companies: Japan’s Citizen and Seiko, or Switzerland’s ETA, which is owned by the Swatch Group watch conglomerate. There are several smaller watch movement companies: Ronda, ISA, and others. Digital watch movements are made by various companies, most of them in China. Most watch manufacturers buy the movements, case them and sell them under their own brand names.
Watch movement distributors relieve movement manufacturers of a portion of the costs and personnel needed to warehouse, sell and deliver their products. Distributors market movement manufacturers’ products to a broader range of customers than such manufacturers could economically serve with their direct sales forces. Today, movement distributors have become an integral part of a watch manufacturer’s purchasing and inventory processes. Generally, companies engaged in the distribution of watch movement components, including us, are required to maintain a relatively significant investment in inventories and accounts receivable to be responsive to the needs of customers. To meet these requirements, we, as well as other companies in our industry, typically depend on internally generated funds as well as external sources of financing.
Products
We currently offer over 350 items. Our products primarily consist of watch movements and, to a lesser extent, complete watches.
Watch Movements
We primarily distribute quartz watch movements that were produced primarily in Switzerland and Japan. All quartz watch movements distributed by our company are multi-function and have three hands. The watch movements have high adaptability so that a range of watches, from inexpensive to luxury, may be made from the same watch movement. To a lesser extent, we also offer mechanical movements manufactured by Citizen and Tsinlien Sea Gull Co. Ltd. For the year ended December 31, 2007, we acquired most of our watch movement products from the following two manufacturers: Citizen Miyota Co., Ltd., which is a member company in the Citizen Group, supplied 63% and Seiko Corporation supplied 27%. The next highest supplier was Hip Shun Industrial (HK) Ltd., which supplied us with less than 4% of our watch movements.
Complete Watches
To a lesser extent we also distribute complete analog-quartz and automatic watches with pricing between $20.00 to $50.00. Manufacturing for these watches is currently outsourced to third party factories in China. Our top three brand names include NxTime, SIDIO and Marcellus. The watches are primarily designed by U.S. designers and range from fashion watches to classic designs. Watches can either be made-to-order or design-to-order.
Strategy
Our goal is to be a leading watch movement and timepiece distributor in Hong Kong and China through the following strategies.
Offer wide-ranging product spectrum to customers. Management estimates that it can increase revenues by broadening our product spectrum and offering more brands of quartz movement to customers. Apart from quartz movement, we intend to offer mechanical movements. By broadening our product spectrum, we hope to increase our market share through sales to manufacturers of high-end watches utilizing sophisticated mechanical movements. We plan to source other brands of quartz and mechanical movement in order to broaden our product spectrum. The number of brands and products that we plan to introduce will depend on the terms and conditions offered by our suppliers.
Manufacture branded proprietary watch movements. To further diversify our product offering and reduce our reliance on third party watch movement manufacturers, we eventually hope to manufacture our own brands of quartz movements and high end mechanical movements in-house. We estimate that our company can replace a portion of our current third-party watch movement sales with our own brand movements, watch movements manufactured in-house would be higher margin offerings than distributed products of third-party suppliers. In addition, in-house manufacturing will allow product offerings at more competitive price points which we believe will enhance our competitive position. To manufacture our own brands of quartz and mechanical movements in-house, would need to acquire watch movement facilities in China and invest in new equipments and research and development. We expect that up to $5.5 million will be required to obtain the equipment and facilities to manufacture branded proprietary watch movements. Our plan to acquire manufacturing facilities and equipment to manufacture our own brand of quartz and mechanical movements in-house is still underway and we have identified certain targets for negotiations and will disclose in due course.
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Developing closer relationships with product brands owners and distributors. We believe it is important for our company to develop closer relationships with product brand owners and its distributors, which we believe would lead to more competitive pricing and stable supply of products. We also have plans to develop closer relationships with our existing brands and distributors by expanding our sales force. We commenced expansion of our sales force in the fourth quarter of 2007 and will continue in 2008.
Expand the distribution of complete watches. Currently, the distribution of complete watches represents less than 12% of our revenues. As part of our expansion plan, we intend to expand our sales and marketing efforts in China. We believe that a heightened focus in this area can lead to an increase in market share and enhance our earning capacity. It is expected that these watches will be marketed through a lower to middle pricing strategy, with sales price range from US$100-$200. We plan to appoint watch distributors in larger China cities in the next two years to expand the distribution of our complete watches.
Value-Added Services
As a part of and included in our sale of watch movements, we provide a number of value-added services which are intended to attract new customers and to maintain and increase sales to existing customers. These value-added services include:
— | Automated inventory management services. We manage our customers’ inventory reordering, stocking and administration functions. We believe these services reduce paperwork, inventory, cycle time and the overall cost of doing business for our customers. The automated inventory management services are provided through our computer system through which we can manage our customer’s inventory reordering, stocking and administration functions. We believe this helps us to provide better service to our customers by understanding their stock level, purchase behavior and allows us to be more responsive to their demands and queries. |
— | Integration. Our sales specialists work directly with our customers to develop and deliver customized solutions and technical support to meet specific requirements for our customers’ applications. We are able to offer customers a one-stop source for their integration needs. |
Sales and Marketing
Watch Movements
We believe we have developed valuable long-term customer relationships and an understanding of our customers’ requirements. Our sales personnel are trained to identify our customers’ requirements and to actively market our entire product line to satisfy those needs. We serve a broad range of wholesalers, medium to small watch manufacturers and volume users in China and Hong Kong. We have established inventory management programs to address the specific distribution requirements of our customers.
As a distributor for leading watch movement manufacturers, we are able to offer technical support as well as a variety of supply chain management programs. Technical support and supply chain management services enhance our ability to attract new customers. Many of our services revolve around our use of software automation, computer-to-computer transactions through Internet-based solutions, technically competent product managers and business development managers.
Sales are made throughout China and Hong Kong from the sales departments maintained at our distribution facilities located in Hong Kong and from strategically located sales offices. Sales are made primarily through personal visits by our employees and telephone sales personnel who answer inquiries and receive and process orders from customers. Sales are also made through general advertising, referrals and marketing support from component manufacturers.
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Complete Watches
Currently, the main distribution channels of our watches are US direct marketers, online retailers and China department stores. As part of our expansion plan, we intend to increase our focus on China’s complete watch market along with exportation to overseas markets.
With our foothold in Southern China, we intend further develop Eastern China and Northern China regions so as to cover the entire China market in complete watches.
We intend continue to outsource the production of complete watches to third parties. As part of our integrated efforts, we intend to supply these manufacturers with watch movements.
We are also exploring opportunities to establish a retail network in China through teaming up with fashion, apparel or accessories chain stores to market our completed watches in China.
Suppliers
Manufacturers of watch movements are increasingly relying on the marketing, customer service, technical support and other resources of distributors who market and sell their product lines to customers not normally served by the manufacturer, and to supplement the manufacturer’s direct sales efforts for other accounts often by providing value-added services not offered by the manufacturer. Manufacturers seek distributors who have strong relationships with desirable customers, have the infrastructure to handle large volumes of products and can assist customers in the design and use of the manufacturers’ products. Currently, we have stable supplies from many manufacturers, including Miyota, Seiko, Ronda and Suissebaches. We continuously seek to identify potential new suppliers. During the year ended December 31, 2007, products purchased from our ten largest suppliers accounted for 92% of our total net purchases.
Operations
Inventory management is critical to a distributor’s business. We constantly focus on a high number of resales or “turns” of existing inventory to reduce our exposure to product obsolescence and changing customer demand.
Our central computer system facilitates the control of purchasing and inventory, accounts payable, shipping and receiving, and invoicing and collection information for our distribution business. Our distribution software system includes financial systems, customer order entry, purchase order entry to manufacturers, warehousing and inventory control. Each of our sales departments and offices is electronically linked to our central computer systems, which provide fully integrated on-line, real-time data with respect to our inventory levels. We track inventory turns by vendor and by product, and our inventory management system provides immediate information to assist in making purchasing decisions and decisions as to which inventory to exchange with suppliers under stock rotation programs. In some cases, customers use computers that interface directly with our computers to identify available inventory and to rapidly process orders. Our computer system also tracks inventory turns by customer. We also monitor supplier stock rotation programs, inventory price protection, rejected material and other factors related to inventory quality and quantity. This system enables us to more effectively manage our inventory and to respond quickly to customer requirements for timely and reliable delivery of components.
Competition
The watch movement distribution industry is highly competitive, primarily with respect to price, product availability, knowledge of product and quality of service. We believe that the breadth of our customer base, services and product lines, our level of technical expertise and the overall quality of our services are particularly important to our competitive position. We compete with large distributors such as National Electronics Holding Ltd., as well as mid-size distributors, such as PTS Resources Ltd., many of whom distribute the same or competitive products as we do.
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Our major competitors in complete watches include designer brands from overseas, China and Hong Kong such as Guess, Calvin Klein and Dolce & Gabanna.
Backlog
As is typical of watch movement distributors, we have a backlog of customer orders. At December 31, 2007, we had a backlog of approximately $3.5 million as compared to a backlog of approximately $1.4 million at December 31, 2006. We believe that a substantial portion of our backlog represents orders due to be filled within the next 90 days. In recent years, the trend in our industry has been toward outsourcing, with more customers entering into just-in-time contracts with distributors, instead of placing orders with long lead times. As a result, the correlation between backlog and future sales is changing. In addition, we have increased our use of transactions where we purchase inventory based on electronically transmitted forecasts from our customers that may not become an order until the date of shipment and, therefore, may not be reflected in our backlog. Our backlog is subject to delivery rescheduling and cancellations by the customer, sometimes without penalty or notice. For the foregoing reasons our backlog is not necessarily indicative of our future sales for any particular period.
Employees
At December 31, 2007, we had a total of 35 full-time employees. There are no collective bargaining contracts covering any of our employees. We believe our relationship with our employees is satisfactory.
Available Information
Our principal executive offices are located at Room 1601-1604, 16/F., CRE Centre, 889 Cheung Sha Wan Road, Kowloon, Hong Kong. Our telephone number is (852) 23100101. Our Internet address is www.asiatimecorp.com. We make available free of charge on or through our Internet Website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission.
Item 1A. Risk Factors
Any investment in our common stock involves a high degree of risk. Investors should carefully consider the risks described below and all of the information contained in this report before deciding whether to purchase our common stock. Our business, financial condition or results of operations could be materially adversely affected by these risks if any of them actually occur. Our shares of common stock are currently listed for trading on the American Stock Exchange under the ticker symbol “TYM.” The trading price could decline due to any of these risks, and an investor may lose all or part of his or her investment. Some of these factors have affected our financial condition and operating results in the past or are currently affecting us. This report also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks described below and elsewhere in this report.
RISKS RELATED TO OUR OPERATIONS
We are dependent on a limited number of suppliers. Loss of one or more of our key suppliers could harm our ability to manufacture and deliver our products to our customers, which would have a material adverse effect on our business.
We rely on a limited number of suppliers for products that generate a significant portion of our sales. During the year ended December 31, 2007, products purchased from our 10 largest suppliers accounted for 92% of our total net purchases. Substantially all of our inventory has been and will be purchased from suppliers with which we have entered into non-exclusive distribution agreements. Moreover, most of our distribution agreements are cancelable upon short notice. As a result, in the event that one or more of those suppliers experience financial difficulties or are not willing to do business with us in the future on terms acceptable to management, our ability to manufacture and deliver our products to our customers would be harmed, which would result in a material adverse effect on our business, results of operations or financial condition. Additionally, our relationships with our customers could be materially adversely affected because our customers depend on our distribution of watch movements from the industry’s leading suppliers.
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Our industry is highly cyclical, and an industry downturn could limit our ability to generate revenues and have a material adverse effect on our business.
The watch movement distribution industry and, in particular, the timepiece manufacturing industry has historically been affected by general economic downturns and fluctuations in product supply and demand, often associated with changes in technology and manufacturing capacity. These industry cycles and economic downturns have often had an adverse economic effect upon manufacturers, end-users of watch movements and watch movement distributors, including our company. We cannot predict the timing or the severity of the cycles within our industry, or how long and to what levels any industry downturn and/or general economic weakness will last or be exacerbated by terrorism or war or other factors on our industry. Our revenues closely follow the strength or weakness of the timepiece market, and future downturns in this industry, would have a material adverse effect on our business, results of operations and financial condition.
Rapid technological change and new and enhanced products could cause declines in the value of our inventory or result in obsolescence of our inventory.
The watch movements industry is subject to rapid technological change, new and enhanced products and evolving industry standards, which can contribute to a decline in value or obsolescence of inventory. During an industry and/or economic downturn, it is possible that prices will decline due to an oversupply of product and, therefore, there may be greater risk of declines in inventory value. We cannot assure you that unforeseen new product developments or declines in the value of our inventory will not materially adversely affect our business, results of operations or financial condition, or that we will successfully manage our existing and future inventories.
We make commitments regarding the level of business we sill seek and accept, including production schedules and personnel levels, and significant order cancellations, reductions, or delays by our customers could materially adversely affect our commitments and business.
Our sales are typically made pursuant to individual purchase orders, and we generally do not have long-term supply arrangements with our customers, but instead work with our customers to develop nonbinding forecasts of future requirements. Based on these forecasts, we make commitments regarding the level of business that we will seek and accept, the timing of production schedules and the levels and utilization of personnel and other resources. A variety of conditions, both specific to each customer and generally affecting each customer’s industry, may cause customers to cancel, reduce or delay orders that were either previously made or anticipated. Generally, customers may cancel, reduce or delay purchase orders and commitments without penalty, except for payment for services rendered or products competed and, in certain circumstances, payment for materials purchased and charges associated with such cancellation, reduction or delay. Significant or numerous order cancellations, reductions or delays by our customers could have a material adverse effect on our business, financial condition or results of operations.
The market for our products is very competitive and, if we cannot effectively compete, our business will be harmed.
The market for our products is very competitive and subject to rapid technological change. We compete with many other distributors of watch movements and complete watches many of which are larger and have significantly greater assets, name recognition and financial, personnel and other resources than we have. As a result, our competitors may be in a stronger position to respond quickly to potential acquisitions and other market opportunities, new or emerging technologies and changes in customer requirements. Occasionally, we compete for customers with many of our own suppliers and additional competition has emerged from, fulfillment companies, catalogue distributors and e-commerce companies, including on-line distributors and brokers, which have grown with the expanded use of the Internet. We cannot assure you that we will be able to maintain or increase our market share against the emergence of these or other sources of competition. Failure to maintain and enhance our competitive position could materially adversely affect our business and prospects.
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Additionally, prices for our products tend to decrease over their life cycle. This reduces resale per component sold. There is also continuing pressure from customers to reduce their total cost for products. Our suppliers may also seek to reduce our margins on the sale of their products in order to increase their own profitability or to be competitive with other suppliers of comparable product. We incur substantial costs on our value-added services required to remain competitive, retain existing business and gain new customers, and we must evaluate the expense of those efforts against the impact of price and margin reductions.
Substantial defaults by our customers on accounts receivable or the loss of significant customers could have a material adverse effect on our liquidity and results of operations.
A substantial portion of our working capital consists of accounts receivable from customers. If customers responsible for a significant amount of accounts receivable were to become insolvent or otherwise unable to pay for products and services, or to make payments in a timely manner, our liquidity and results of operations could be materially adversely affected. An economic or industry downturn could materially adversely affect the servicing of these accounts receivable, which could result in longer payment cycles, increased collection costs and defaults in excess of management’s expectations. A significant deterioration in our ability to collect on accounts receivable could also impact the cost or availability of financing available to us.
We are dependent on Japanese manufacturers for our watch movements and subject to trade regulations which expose us to political and economic risk.
Approximately 90% of watch movements that we sell are manufactured by Japanese companies. As a result, our ability to sell certain products at competitive prices could be adversely affected by any of the following:
· | increases in tariffs or duties on imports from Japan; |
· | changes in trade treaties between Japan and Hong Kong; |
· | strikes or delays in air or sea transportation between Japan and Hong Kong; |
· | future legislation with respect to pricing and/or import quotas on products imported from Japan; and |
· | turbulence in the Japanese economy or financial markets. |
Trade regulations between Hong Kong and Japan have remained stable for the past five years. However, there is long-standing political tension between China and Japan, which could intensify, causing trade retaliation and changes in trade regulations. As a special administrative region of China, Hong Kong could be indirectly affected by changes in trade regulation between China and Japan, which would limit our ability to sell our products.
Our industry is subject to supply shortages that could prevent us from manufacturing and delivering our products to our customers in a timely manner. Any delay or inability to deliver our products may have a material adverse effect on our results of operations.
During prior periods, there have been shortages of components in the watch movements industry and the availability of certain movements have been limited by some of our suppliers. We cannot assure you that any future shortages or allocations would not have such an effect on us. A future shortage can be caused by and result from many situations and circumstances that are out of our control, and such shortage could limit the amount of supply available of certain required movements and increase prices affecting our profitability.
We face risks related to our recent accounting restatements in December 2007 and February 2008.
In December 2007 and February 2008, we determined that we had accounting inaccuracies in previously reported financial statements and decided to restate our financial statements for the years ended December 31, 2006, 2005, and 2004, the three months ended March 31, 2007, the three months and six months ended June 30, 2007, and the three months and nine months September 30, 2007. The restatements for the foregoing periods related to the correction of errors with respect to the accounting for inventory by adjusting watch movement costing for the effects of vendor incentives from an as received basis to an accrual basis, as we were able to estimate the value of the incentives as inventory is purchased, the accounting for fees and costs related to the January 2007 reverse merger as a charge to operations, and the recognition of stock-based compensation cost related to the Escrow Shares. As a result of these adjustments, various income tax calculations were also revised, which effected net income and also caused reclassifications to cash flows. We also corrected average and actual shares outstanding retroactively (and related earnings per share calculations) to reflect the January 2007 reverse merger. We also made various changes to footnote disclosures relating to these revisions. It is possible that such restatement of our financial statements could lead to litigation claims and/or regulatory proceedings against us. The defense of any such claims or proceedings may cause the diversion of management's attention and resources, and we may be required to pay damages if any such claims or proceedings are not resolved in our favor.
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The prices of our products are subject to volatility, which could have a negative impact on our sales and gross profit margins.
A portion of the watch movements products we sell have historically experienced volatile pricing. If market pricing for these products decreases significantly, we may experience periods when our investment in inventory exceeds the market price of such products. In addition, at times there are price increases from our suppliers that we are unable to pass on to our customers. These market conditions could have a negative impact on our sales and gross profit margins unless and until our suppliers reduce the cost of these products to us. Furthermore, in the future, the need for aggressive pricing programs in response to market conditions, an increased number of low-margin, large volume transactions and/or increased availability of the supply of certain products, could further impact our gross profit margins.
A reversal of the trend for distribution to play an increasing role in the watch movements industry could limit demand for our services and materially adversely affect our results of operations.
In recent years, there has been a growing trend for large wholesalers and watch manufacturers to outsource their procurement, inventory and materials management processes to third parties, particularly watch movement distributors, including our company. A reversal of this trend for could limit demand for our services, materially adversely affecting our ability to generate revenues. If such a reversal occurs, we may be forced to change the focus of our operations if we are unable to generate sufficient revenues to support our operations as currently conducted.
Our manufacturing capacity restraints and limited experience may cause unexpected costs, delays and make it more difficult to compete, which may have an adverse effect on our results of operations.
As part of our expansion plan, we intend to substantially expand the design and manufacture of our own brands of complete watches and commence the manufacture of branded watch movements in-house. In order to produce our watches and watch movements in quantities sufficient to meet our anticipated market demand we will need to increase our manufacturing capacity by a significant factor over the current level. There are technical challenges to increasing manufacturing capacity, including equipment design and automation, material procurement, problems with production yields and quality control and assurance. Developing commercial scale manufacturing facilities will require the investment of substantial funds and the hiring and retaining of additional management and technical personnel who have the necessary manufacturing experience. We may encounter some difficulties, such as significant unexpected costs and delays, in scaling up the necessary manufacturing operations to produce required quantities of watch movements and watches. The failure to scale-up manufacturing operations in a timely and cost-effective way may adversely affect our income. Moreover, the lack of experience in watch movement and watch manufacture design may make it difficult to compete against companies that have more senior management and experience. If we are unable to satisfy demand for products, our ability to generate revenue could be impaired, market acceptance of our products could be adversely affected and customers may instead purchase our competitors’ products.
If third-party carriers were unable to transport our products on a timely basis, we may be unable to timely deliver products to our customers and our operations could be materially adversely affected.
All of our products are shipped through third party carriers. If a strike or other event prevented or disrupted these carriers from transporting our products, other carriers may be unavailable or may not have the capacity to deliver our products to our customers. If adequate third party sources to ship our products were unavailable at any time, our business would be materially adversely affected.
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Our products may be found to be defective and, as a result, warranty and/or product liability claims may be asserted against us which could have a material adverse effect on our business.
Our products are sold at prices that are significantly lower than the cost of the watches in which they are incorporated. Since a defect or failure in a product could give rise to failures in the end products that incorporate them (and claims for consequential damages against us from our customers), we may face claims for damages that are disproportionate to the sales and profits we receive from our products involved. Our business could be materially adversely affected as a result of a significant quality or performance issue in the products sold by us depending on the extent to which we are required to pay for the damages that result. Although we currently have product liability insurance, such insurance is limited in coverage and amount.
The failure to manage growth effectively could have an adverse effect on our business, financial condition, and results of operations.
Any significant growth in the market for our products or entry into new markets by Asia Time may require us to expand our employee base for managerial, operational, financial, and other purposes. As of December 31, 2007, we had 35 full time employees. Continued future growth will impose significant added responsibilities upon the members of management to identify, recruit, maintain, integrate, and motivate new employees. Aside from increased difficulties in the management of human resources, we may also encounter working capital issues, as we will need increased liquidity to finance. For effective growth management, we will be required to continue improving our operations, management, and financial systems and control. Our failure to manage growth effectively may lead to operational and financial inefficiencies that will have a negative effect on our profitability.
We are dependent on certain key personnel and loss of our sole executive officer, which would have a material adverse effect on our business and results of operations.
Our success is, to a certain extent, attributable to our sole executive officer, Kwong Kai Shun. Kwong Kai Shun oversees the operation of our business. There can be no assurance that we will be able to retain Kwong Kai Shun or that he may not receive and/or accept competing offers of employment. The loss of Kwong Kai Shun could have a material adverse effect upon our business, financial condition, and results of operations.
Our planned expansion into new international markets poses additional risks and could fail, which could cost us valuable resources and affect our results of operations.
We plan to expand sales of products into new international markets including developing and developed countries, such as South America and Europe. These markets are untested for our products and we face risks in expanding the business overseas, which include differences in regulatory product testing requirements, intellectual property protection (including patents and trademarks), taxation policy, legal systems and rules, marketing costs, fluctuations in currency exchange rates and changes in political and economic conditions.
RISKS RELATED TO US DOING BUSINESS IN CHINA
All of our assets are located in Hong Kong and China and substantially all of our revenues are derived from our operations in Hong Kong and China, and changes in the political and economic policies of the PRC government could have a significant impact upon the business we may be able to conduct in the PRC and the results of operations and financial condition.
Our business operations may be adversely affected by the current and future political environment in the PRC. The PRC has operated as a socialist state since the mid-1900s and is controlled by the Communist Party of China. The Chinese government exerts substantial influence and control over the manner in which we must conduct our business activities. The PRC has only permitted provincial and local economic autonomy and private economic activities since 1988. The government of the PRC has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy, particularly the pharmaceutical industry, through regulation and state ownership. Our ability to operate in China may be adversely affected by changes in Chinese laws and regulations, including those relating to taxation, import and export tariffs, raw materials, environmental regulations, land use rights, property and other matters. Under current leadership, the government of the PRC has been pursuing economic reform policies that encourage private economic activity and greater economic decentralization. There is no assurance, however, that the government of the PRC will continue to pursue these policies, or that it will not significantly alter these policies from time to time without notice.
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Our operations are subject to PRC laws and regulations that are sometimes vague and uncertain. Any changes in such PRC laws and regulations, or the interpretations thereof, may have a material and adverse effect on our business.
The PRC’s legal system is a civil law system based on written statutes, in which system decided legal cases have little value as precedents unlike the common law system prevalent in the United States. There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations, including but not limited to the laws and regulations governing our business, or the enforcement and performance of our arrangements with customers in the event of the imposition of statutory liens, death, bankruptcy and criminal proceedings. The Chinese government has been developing a comprehensive system of commercial laws, and considerable progress has been made in introducing laws and regulations dealing with economic matters such as foreign investment, corporate organization and governance, commerce, taxation and trade. However, because these laws and regulations are relatively new, and because of the limited volume of published cases and judicial interpretation and their lack of force as precedents, interpretation and enforcement of these laws and regulations involve significant uncertainties. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. We are considered a foreign persons or foreign funded enterprises under PRC laws, and as a result, we are required to comply with PRC laws and regulations. We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our businesses. If the relevant authorities find us in violation of PRC laws or regulations, they would have broad discretion in dealing with such a violation, including, without limitation:
· | levying fines; |
· | revoking our business and other licenses; |
· | requiring that we restructure our ownership or operations; and |
· | requiring that we discontinue any portion or all of our business. |
Inflation in the PRC could negatively affect our profitability and growth.
While the Chinese economy has experienced rapid growth in recent years, such growth has been uneven among various sectors of the economy and in different geographical areas of the country. Also, many observers believe that this rapid growth cannot continue at its current pace and that an economic correction may be imminent. Rapid economic growth can also lead to growth in the money supply and rising inflation. During the past two decades, the rate of inflation in China has been as high as approximately 20% and China has experienced deflation as low as minus 2%. If prices for our products rise at a rate that is insufficient to compensate for the rise in the costs of supplies such as raw materials, it may have an adverse effect on our profitability. In order to control inflation in the past, the PRC government has imposed controls on bank credits, limits on loans for fixed assets and restrictions on state bank lending. The implementation of such policies may impede economic growth. In October 2004, the People’s Bank of China, the PRC’s central bank, raised interest rates for the first time in nearly a decade and indicated in a statement that the measure was prompted by inflationary concerns in the Chinese economy. During 2007, the interest rate was increased from 5.67% to 7.83%. Repeated rises in interest rates by the central bank could slow economic activity in China which could, in turn, materially increase our costs and also reduce demand for our products.
Recent PRC regulations relating to acquisitions of PRC companies by foreign entities may create regulatory uncertainties that could restrict or limit our ability to operate.
The PRC State Administration of Foreign Exchange, or SAFE, issued a public notice in January 2005 concerning foreign exchange regulations on mergers and acquisitions in China. The public notice states that if an offshore company controlled by PRC residents intends to acquire a PRC company, such acquisition will be subject to strict examination by the relevant foreign exchange authorities. The public notice also states that the approval of the relevant foreign exchange authorities is required for any sale or transfer by the PRC residents of a PRC company’s assets or equity interests to foreign entities for equity interests or assets of the foreign entities.
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In April 2005, SAFE issued another public notice further explaining the January notice. In accordance with the April notice, if an acquisition of a PRC company by an offshore company controlled by PRC residents has been confirmed by a Foreign Investment Enterprise Certificate prior to the promulgation of the January notice, the PRC residents must each submit a registration form to the local SAFE branch with respect to their respective ownership interests in the offshore company, and must also file an amendment to such registration if the offshore company experiences material events, such as changes in the share capital, share transfer, mergers and acquisitions, spin-off transaction or use of assets in China to guarantee offshore obligations. The April notice also provides that failure to comply with the registration procedures set forth therein may result in restrictions on our PRC resident shareholders and subsidiaries. Pending the promulgation of detailed implementation rules, the relevant government authorities are reluctant to commence processing any registration or application for approval required under the SAFE notices.
In addition, on August 8, 2006, the Ministry of Commerce (“MOFCOM”), joined by the State-Owned Assets Supervision and Administration Commission of the State Council, State Administration of Taxation, State Administration for Industry and Commerce, China Securities Regulatory Commission and SAFE, amended and released the Provisions for Foreign Investors to Merge and Acquire Domestic Enterprises, new foreign-investment rules which took effect September 8, 2006, superseding much, but not all, of the guidance in the prior SAFE circulars. These new rules significantly revise China’s regulatory framework governing onshore-offshore restructurings and how foreign investors can acquire domestic enterprises. These new rules signify greater PRC government attention to cross-border merger, acquisition and other investment activities, by confirming MOFCOM as a key regulator for issues related to mergers and acquisitions in China and requiring MOFCOM approval of a broad range of merger, acquisition and investment transactions. Further, the new rules establish reporting requirements for acquisition of control by foreigners of companies in key industries, and reinforce the ability of the Chinese government to monitor and prohibit foreign control transactions in key industries.
These new rules may significantly affect the means by which offshore-onshore restructurings are undertaken in China in connection with offshore private equity and venture capital financings, mergers and acquisitions. It is expected that such transactional activity in China in the near future will require significant case-by-case guidance from MOFCOM and other government authorities as appropriate. It is anticipated that application of the new rules will be subject to significant administrative interpretation, and we will need to closely monitor how MOFCOM and other ministries apply the rules to ensure its domestic and offshore activities continue to comply with PRC law. Given the uncertainties regarding interpretation and application of the new rules, we may need to expend significant time and resources to maintain compliance, which could divert the attention of our management and adversely affect our results of operations.
It is uncertain how our business operations or future strategy will be affected by the interpretations and implementation of the SAFE notices and new rules. Our business operations or future strategy could be adversely affected by the SAFE notices and the new rules. For example, we may be subject to a more stringent review and approval process with respect to our foreign exchange activities, which could limit our ability to acquire companies in the PRC, restricting our ability to expand our operations.
Failure to comply with the United States Foreign Corrupt Practices Act could subject us to penalties and other adverse consequences.
We are subject to the United States Foreign Corrupt Practices Act, which generally prohibits United States companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. In addition, we are required to maintain records that accurately and fairly represent our transactions and have an adequate system of internal accounting controls. Foreign companies, including some that may compete with us, are not subject to these prohibitions, and therefore may have a competitive advantage over us. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur from time-to-time in the PRC, and our executive officers and employees have not been subject to the United States Foreign Corrupt Practices Act prior to the completion of the Share Exchange. We can make no assurance that our employees or other agents will not engage in such conduct for which we might be held responsible. If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties and other consequences that may have a material adverse effect on our business, financial condition and results of operations.
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Any recurrence of Severe Acute Respiratory Syndrome (SARS), Avian Flu, or another widespread public health problem, in the PRC could adversely affect our employees, customers, and our ability to continue our operations, including manufacturing and distribution.
A renewed outbreak of Severe Acute Respiratory Syndrome, Avian Flu or another widespread public health problem in China, where all of our manufacturing facilities are located and where all of our sales occur, could have a negative effect on our operations. Our business is dependent upon our ability to continue to manufacture our products. Such an outbreak could have an impact on our operations as a result of:
· | quarantines or closures of some of our manufacturing facilities, which would severely disrupt our operations, |
· | the sickness or death of our key officers and employees, and |
· | a general slowdown in the Chinese economy. |
Any of the foregoing events or other unforeseen consequences of public health problems could adversely affect our operations.
A downturn in the economy of the PRC may slow our growth and profitability.
The growth of the Chinese economy has been uneven across geographic regions and economic sectors. There can be no assurance that growth of the Chinese economy will be steady or that any downturn will not have a negative effect on our business, especially if it results in either a decreased use of our products or in pressure on us to lower our prices.
Because our business is located in the PRC, we may have difficulty establishing adequate management, legal and financial controls, which we are required to do in order to comply with U.S. securities law.
PRC companies have historically not adopted a Western style of management and financial reporting concepts and practices, which includes strong corporate governance, internal controls and, computer, financial and other control systems. Most of our middle and top management staff are not educated and trained in the Western system. In addition, we may need to rely on a new and developing communication infrastructure to efficiently transfer our information from retail nodes to the headquarters. In addition, we may have difficulty in hiring and retaining a sufficient number of qualified employees to work in the PRC. As a result of these factors, we may experience difficulty in establishing management, legal and financial controls, collecting financial data and preparing financial statements, books of account and corporate records and instituting business practices that meet Western standards. Therefore, we may, in turn, experience difficulties in implementing and maintaining adequate internal controls as required under Section 404 of the Sarbanes-Oxley Act of 2002. This may result in significant deficiencies or material weaknesses in our internal controls which could impact the reliability of our financial statements and prevent us from complying with SEC rules and regulations and the requirements of the Sarbanes-Oxley Act of 2002. Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our business.
You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in China based upon U.S. laws, including the federal securities laws or other foreign laws against us or our management.
Most of our current operations are conducted in Hong Kong and China. Moreover all of our directors and officers are nationals and residents of Hong Kong and China. All or substantially all of the assets of these persons are located outside the United States and in the PRC. As a result, it may not be possible to effect service of process within the United States or elsewhere outside China upon these persons. In addition, uncertainty exists as to whether the courts of China would recognize or enforce judgments of U.S. courts obtained against us or our officers and/or directors predicated upon the civil liability provisions of the securities law of the United States or any state thereof, or be competent to hear original actions brought in China against us or such persons predicated upon the securities laws of the United States or any state thereof.
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RISKS RELATED TO OUR CAPITAL STRUCTURE
The price of our common stock may be volatile, and if an active trading market for our common stock does not develop, the price of our common stock may suffer and decline.
Prior to our initial public offering and listing of our common stock on the American Stock Exchange on February 12, 2008, there has been no public market for our securities in the United States. Accordingly, we cannot assure you that an active trading market will develop or be sustained or that the market price of our common stock will not decline. The price at which our common stock will trade after our initial public offering is likely to be highly volatile and may fluctuate substantially due to many factors, some of which are outside of our control.
Shares eligible for future sale may adversely affect the market price of our common stock, as the future sale of a substantial amount of outstanding stock in the public marketplace could reduce the price of our common stock.
As of March 15, 2008, we had 24,684,649 shares of common stock outstanding, and our certificate of incorporation permits the issuance of up to approximately 75,315,351additional shares of common stock. Thus, we have the ability to issue substantial amounts of common stock in the future, which would dilute the percentage ownership held by the existing investors.
Pursuant to the terms of the Share Exchange, we registered the 2,250,348 shares of common stock underlying shares of our Series A Convertible Preferred Stock issued in an equity financing, in addition to 1,703,017 shares held by other shareholders. In addition, we agreed to file a registration statement no later than 90 days after our securities become listed for trading on the American Stock Exchange to register the Bonds, the 2,285,714 shares of our common stock, subject to adjustment, issuable upon the conversion of the Bonds, the Bond Warrants, and the 600,000 shares of our common stock, subject to adjustment, issuable upon the exercise of the Bond Warrants. We also intend to register the 200,000 shares of common stock issued in connection with our investor relations agreement that we entered into in February 2007. The preferred stockholders of the 2,250,348 registered shares are subject to a lock up agreement pursuant to which they agreed not to sell their shares until our common stock began trading on the American Stock Exchange, which occurred on February 12, 2008, after which their shares will automatically be released from the lock up every 30 days on a pro rata over a nine month period beginning on the date that is 30 days after listing of the shares. All of the shares included in an effective registration statement as described above may be freely sold and transferred, except if subject to a lock up agreement.
In connection with the public offering that we conducted on February 15, 2008, in which we issued 963,700 shares of freely tradable common stock, we, each of our directors and senior officers, and each holder of 5% or more of our common stock agreed, with limited exceptions, that we and they will not, without the prior written consent of the offering’s underwriter, through February 12, 2008, among other things, directly or indirectly, offer to sell, sell or otherwise dispose of any of shares of our common stock or file a registration statement with the SEC. After the lock-up agreements, up to the shares that had been locked up will be eligible for future sale in the public market at prescribed times pursuant to Rule 144 under the Securities Act, or otherwise, sales of a significant number of these shares of common stock in the public market could reduce the market price of the common stock.
Further, effective February 15, 2008, the SEC revised Rule 144, which provides a safe harbor for the resale of restricted securities, shortening applicable holding periods and easing other restrictions and requirements for resales by our non-affiliates, thereby enabling an increased number of our outstanding restricted securities to be resold sooner in the public market. Sales of substantial amounts of our stock at any one time or from time to time by the investors to whom we have issued them, or even the availability of these shares for sale, could cause the market price of our common stock to decline.
Our principal stockholder has significant influence over us.
Our largest shareholder, Kwong Kai Shun, who is also our Chairman of the Board, Chief Executive Officer and Chief Financial Officer, beneficially owns or controls approximately 84.0% of our outstanding shares as of January 1, 2008. As a result of his holding, this shareholder has a controlling influence in determining the outcome of any corporate transaction or other matters submitted to our shareholders for approval, including mergers, consolidations and the sale of all or substantially all of our assets, election of directors, and other significant corporate actions. This shareholder also has the power to prevent or cause a change in control. In addition, without the consent of this shareholder, we could be prevented from entering into transactions that could be beneficial to us. The interests of this shareholder may differ from the interests of our shareholders.
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The ability of our operating subsidiaries to pay dividends may be restricted due to foreign exchange control regulations of China.
The ability of our operating subsidiaries to pay dividends may be restricted due to the foreign exchange control policies and availability of cash balance of our operating subsidiaries. We expect in the future that a substantial portion of our revenue being earned and currency received may be denominated in Renminbi (RMB). RMB is subject to the exchange control regulation in China, and, as a result, we may unable to distribute any dividends outside of China due to PRC exchange control regulations that restrict our ability to convert RMB into US Dollars.
We may not be able to achieve the benefits we expect to result from the Share Exchange.
On December 15, 2006, we entered into the Exchange Agreement with the sole shareholder of Times Manufacture, pursuant to which we agreed to acquire 100% of the issued and outstanding securities of Times Manufacture in exchange for shares of our common stock. On January 23, 2007, the Share Exchange closed, Times Manufacture became our 100%-owned subsidiary and our sole business operations became that of Times Manufacture. Also, the management and directors of Times Manufacture became the management and directors of us and we changed our corporate name from SRKP 9, Inc. to Asia Time Corporation.
We may not realize the benefits that we hoped to receive as a result of the Share Exchange, which includes:
· | access to the capital markets of the United States; |
· | the increased market liquidity expected to result from exchanging stock in a private company for securities of a public company that may eventually be traded; |
· | the ability to use registered securities to make acquisition of assets or businesses; |
· | increased visibility in the financial community; |
· | enhanced access to the capital markets; |
· | improved transparency of operations; and |
· | perceived credibility and enhanced corporate image of being a publicly traded company. |
There can be no assurance that any of the anticipated benefits of the Share Exchange will be realized in respect to our new business operations. In addition, the attention and effort devoted to achieving the benefits of the Share Exchange and attending to the obligations of being a public company, such as reporting requirements and securities regulations, could significantly divert management’s attention from other important issues, which could materially and adversely affect our operating results or stock price in the future.
In connection with Mr. Kwong’s agreement to release, under certain conditions, up to 2,326,000 shares of his common stock in our company to investors in our January 2007 Private Placement, we recorded a compensation charge of approximately $2.4 million for 2007.
In connection with the Private Placement, Kwong Kai Shun, our Chairman of the Board, Chief Executive Officer and Chief Financial Officer, entered into an agreement (the “Escrow Agreement”) with the investors in the Private Placement pursuant to which Mr. Kwong agreed to place 2,326,000 shares of his common stock in escrow for possible distribution to the investors (the "Escrow Shares"). Pursuant to the Escrow Agreement, if our net income for 2006 or 2007, subject to specified adjustments, is less than $6.3 million or $7.7 million, respectively, a portion, if not all, of the Escrow Shares will be transferred to the investors based upon our actual net income, if any, for such fiscal years. We have accounted for the Escrow Shares as the equivalent of a performance-based compensatory stock plan between Mr. Kwong and us. Accordingly, during the year ended December 31, 2007, we recorded a charge to operations of $2,433,650 to recognize the grant date fair value of stock-based compensation in conjunction with the Escrow Shares. The expense will have a negative effect on our results of operations for 2007 and cause our net income to be reduced by $2.4 million for the year. We may not realize a benefit from services provided under the agreement that is comparable to such negative effect. As a result, our operations may suffer and our stock price may decline.
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If we fail to maintain effective internal controls over financial reporting, the price of our common stock may be adversely affected.
Our internal control over financial reporting may have weaknesses and conditions that need to be addressed, the disclosure of which may have an adverse impact on the price of our common stock. We are required to establish and maintain appropriate internal controls over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely impact our public disclosures regarding our business, financial condition or results of operations. Our failure of these controls could also prevent us from maintaining accurate accounting records and discovering accounting errors and financial frauds. In addition, management’s assessment of internal controls over financial reporting may identify weaknesses and conditions that need to be addressed in our internal controls over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting, disclosure of management’s assessment of our internal controls over financial reporting or disclosure of our public accounting firm’s attestation to or report on management’s assessment of our internal controls over financial reporting may have an adverse impact on the price of our common stock.
Standards for compliance with Section 404 of the Sarbanes-Oxley Act Of 2002 are uncertain, and if we fail to comply in a timely manner, our business could be harmed and our stock price could decline.
Rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 require annual assessment of our internal control over financial reporting, and attestation of this assessment by our company’s independent registered public accountants. The SEC extended the compliance dates for non-accelerated filers, as defined by the SEC. Accordingly, we believe that the annual assessment of our internal controls requirement will first apply to our annual report for the 2007 fiscal year and the attestation requirement of management’s assessment by our independent registered public accountants will first apply to our annual report for the 2008 fiscal year. The standards that must be met for management to assess the internal control over financial reporting as effective are new and complex, and require significant documentation, testing and possible remediation to meet the detailed standards. We may encounter problems or delays in completing activities necessary to make an assessment of our internal control over financial reporting. In addition, the attestation process by our independent registered public accountants is new and we may encounter problems or delays in completing the implementation of any requested improvements and receiving an attestation of our assessment by our independent registered public accountants. If we cannot assess our internal control over financial reporting as effective, or our independent registered public accountants are unable to provide an unqualified attestation report on such assessment, investor confidence and share value may be negatively impacted.
We recently completed a placement of convertible bonds that included a beneficial conversion feature and are mandatorily redeemable and 600,000 warrants exercisable at $0.0001 per share. The features of the bonds and the value of the warrants will have the effect of reducing our reported operating results during the term of the bonds.
In November 2007, we issued $8,000,000 Variable Rate Convertible Bonds due in 2012, or the Bonds. The terms of Bonds include conversion features allowing the holders to convert the Bonds into shares of our common stock. Certain of those conversion features that allow for the reduction in conversion price upon the occurrence of stated events constitute a “beneficial conversion feature” for accounting purposes. In addition, we may be required to repurchase the Bonds at the request of the holders if certain events occur or do not occur, as set forth in the Trust Deed. If our common stock ceases to be listed on AMEX or there is a change of control of the company as defined in the Trust Deed, each holder will have the right to require us to redeem all or part of that holder’s Bonds. If on or before November 13, 2008, the Bonds, Bond Warrants, and shares underlying the Bonds and Bond Warrants are not registered with the SEC, then holders of the Bonds can require us to redeem the Bonds at 106.09% of the principal amount of the Bonds. In addition, at any time after November 13, 2010, each holder can require us to redeem the Bonds at 126.51% of the principal amount of the Bonds and we are required to redeem any outstanding Bonds at 150.87% of its principal amount on November 13, 2012. If a triggering event occurs and we are requested by the holders to repurchase all or a portion of the Bonds, we will be required to pay cash to redeem all or a portion of the Bonds. Finally, in connection with the issuance of the Bonds, we issued the holder of the Bonds the Bond Warrants exercisable at a per share exercise price of $0.0001.
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The accounting treatment related to the beneficial conversion and mandatory redemption features of the Bonds and the value of the Bond Warrants will have an adverse impact on our results of operations for the term of the Bonds. The application of Generally Accepted Accounting Principles will require us to allocate $6,107,299 to the beneficial conversion feature of the Bonds and $1,652,701 to the Bonds Warrants, which will be reflected in our financial statements as an interest discount. In addition, we have determined that the total redemption premium associated with the mandatory redemption feature of the Bonds is $4,069,600. All of the aforementioned amounts associated with the beneficial conversion and mandatory redemption feature of the Bonds and the value of the Bond Warrants will be amortized as additional interest expense over the term of the Bonds. This accounting will result in an increase in interest expense in all reporting periods during the term of the Bonds, and, as a result, reduce our net income accordingly.
Mandatory redemption of the Bonds could have a material adverse effect on our liquidity and cash resources.
If we are required to redeem all or any portion of the Bonds, this may have a material adverse effect on our liquidity and cash resources, and may impair our ability to continue to operate. If we are required to repurchase all or a portion of the Bonds and do not have sufficient cash to make the repurchase, we may be required to obtain third party financing to do so, and there can be no assurances that we will be able to secure financing in a timely manner and on favorable terms, which could have a material adverse effect on our financial performance, results of operations and stock price. Furthermore, additional equity financing may be dilutive to the holders of our common stock, and debt financing, if available, may involve restrictive covenants, and strategic relationships, if necessary to raise additional funds, and may require that we relinquish valuable rights.
We will incur an expense charge of approximately $700,000 in the first quarter of 2008 in connection with 200,000 shares of common stock issued for investor relation services.
On January 16, 2008, we entered into an investor relations agreement with Public Equity Group Inc. pursuant to which we agreed to issue 200,000 shares of our common stock to Public Equity Group Inc. In connection with the issuance of 200,000 shares of common stock, we expect to recognize a one-time charge to operations in the first quarter of 2008 in an amount equal to approximately $700,000, which is derived from valuing each share at $3.50, the per share offering price in our February 2008 public offering. The expense will have a negative effect on our results of operations for 2008 and we may not realize a benefit from services provided under the agreement that is comparable to such negative effect. As a result, our operations may suffer and our stock price may decline.
Our common stock may be considered a “penny stock,” and thereby be subject to additional sale and trading regulations that may make it more difficult to sell.
Our common stock, which is not currently listed or quoted for trading, may be considered to be a “penny stock” if it does not qualify for one of the exemptions from the definition of “penny stock” under Section 3a51-1 of the Securities Exchange Act for 1934, as amended (the “Exchange Act”) once, and if, it starts trading. Our common stock may be a “penny stock” if it meets one or more of the following conditions (i) the stock trades at a price less than $5.00 per share; (ii) it is NOT traded on a “recognized” national exchange; (iii) it is NOT quoted on the Nasdaq Capital Market, or even if so, has a price less than $5.00 per share; or (iv) is issued by a company that has been in business less than three years with net tangible assets less than $5 million.
The principal result or effect of being designated a “penny stock” is that securities broker-dealers participating in sales of our common stock will be subject to the “penny stock” regulations set forth in Rules 15-2 through 15g-9 promulgated under the Exchange Act. For example, Rule 15g-2 requires broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document at least two business days before effecting any transaction in a penny stock for the investor’s account. Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to (i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor’s financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult and time consuming for holders of our common stock to resell their shares to third parties or to otherwise dispose of them in the market or otherwise.
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We do not foresee paying cash dividends in the foreseeable future, and as a result, our investors’ sole source of gain, if any, will depend on capital appreciation, if any.
We do not currently plan to declare or pay any cash dividends on our shares of common stock in the foreseeable future and we currently intend to retain any future earnings for funding growth. As a result, you should not rely on an investment in our securities if you require dividend income. Capital appreciation, if any, of our shares may be your sole source of gain for the foreseeable future. Moreover, you may not be able to resell your shares in our company at or above the price you paid for them. We paid cash dividends of $0, $2.4 million, and $642,848 during the years ended December 31, 2007, 2006, and 2005 respectively.
Item 1B. Unresolved Staff Comments
Not applicable.
Item 2. Properties
In addition to our executive offices located at Room 1601-1604, 16/F., CRE Centre 889 Cheung Sha Wan Road, Kowloon, Hong Kong, we have offices at the following locations:
Unit B, 17/F, Tower 2,
Maritime Bay,
No. 18 Pui Shing Road,
Tseung Kwan O, Sai Kung,
NT
Car Park No. 77 on the Basement,
Maritime Bay
Flat F, 8/F Hoi Tsui Mansion,
Tower 16 Rivera Gardens,
Nos. 2-12 Yi Lok Street,
Tsuen Wan,
NT
Car Park No. 46, 2/F Podium of
Podium D of Riviera Gardens
Flat G, 59/F,
Tower 6 Banyan Garden,
No. 863 Lai Chi Kok Road
Kowloon
Car Park No. 270
2/F of Banyan Garden
Each of the above properties is owned by our subsidiary Billion Win International Enterprise Ltd.
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Item 3. Legal Proceedings
We are not a party to any material legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to the security holders to be voted on during the fourth quarter of 2007.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Commencing on February 12, 2008, our shares of common stock have been listed for trading on AMEX under the ticker symbol “TYM.” As of March 15, 2008, we had 32 registered shareholders.
From February 12, 2008, which was our first day of trading, through March 15, 2008, the high and low sales price for our common stock on AMEX has been $8.70 and $3.91 per share, respectively. On March 25, 2008, the closing sales price for our common stock on AMEX was $4.90 per share.
The price of our common stock will likely fluctuate in the future. The stock market in general has experienced extreme stock price fluctuations in the past few years. In some cases, these fluctuations have been unrelated to the operating performance of the affected companies. Many companies have experienced dramatic volatility in the market prices of their common stock. We believe that a number of factors, both within and outside its control, could cause the price of our common stock to fluctuate, perhaps substantially. Factors such as the following could have a significant adverse impact on the market price of our common stock:
· | Our ability to obtain additional financing and, if available, the terms and conditions of the financing; |
· | Our financial position and results of operations; |
· | Concern as to, or other evidence of, the reliability and efficiency of our products and services or our competitors’ products and services; |
· | Announcements of innovations or new products or services by us or our competitors; |
· | U.S. federal and state governmental regulatory actions and the impact of such requirements on our business; |
· | The development of litigation against us; |
· | Period-to-period fluctuations in our operating results; |
· | Changes in estimates of our performance by any securities analysts; |
· | The issuance of new equity securities pursuant to a future offering or acquisition; |
· | Changes in interest rates; |
· | Competitive developments, including announcements by competitors of new products or services or significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments; |
· | Investor perceptions of us; and |
· | General economic and other national conditions. |
Dividend Policy
We do not expect to declare or pay any further cash dividends on our common stock in the foreseeable future, and we currently intend to retain future earnings, if any, to finance the expansion of our business. The decision whether to pay cash dividends on our common stock will be made by our board of directors, in their discretion, and will depend on our financial condition, operating results, capital requirements and other factors that the board of directors considers significant. We paid cash dividends of $0, $2.4 million, and $643,000 for the years ended December 31, 2007, 2006, and 2005, respectively.
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The ability of our operating subsidiaries to pay dividends may be restricted due to the foreign exchange control policies and availability of cash balance of our operating subsidiaries. We expect in the future that a substantial portion of our revenue being earned and currency received may be denominated in Renminbi (RMB). RMB is subject to the exchange control regulation in China, and, as a result, we may unable to distribute any dividends outside of China due to PRC exchange control regulations that restrict our ability to convert RMB into US Dollars.
Recent sales of unregistered securities
On November 13, 2007, we completed a financing transaction with ABN AMRO Bank N.V. (the “Subscriber”) under Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) and issued (i) $8,000,000 Variable Rate Convertible Bonds due in 2012 (the “Bonds”) and (ii) 600,000 warrants to purchase an aggregate of 600,000 shares of our common stock, subject to adjustments for stock splits or reorganizations as set forth in the warrant, that expire in 2010 (the “Bond Warrants”). The Bonds and Bond Warrants were offered and sold to the Subscriber in reliance upon exemption from registration pursuant to Regulation S of the Securities Act. We complied with the conditions of Rule 903 as promulgated under the Securities Act including, but not limited to, the following: (i) Subscriber is a non-U.S. resident and has not offered or sold their shares in accordance with the provisions of Regulation S; (ii) an appropriate legend was affixed to the securities issued in accordance with Regulation S; (iii) Subscriber has represented that it was not acquiring the securities for the account or benefit of a U.S. person; and (iv) Subscriber agreed to resell the securities only in accordance with the provisions of Regulation S, pursuant to a registration statement under the Securities Act, or pursuant to an available exemption from registration. We will refuse to register any transfer of the shares not made in accordance with Regulation S, after registration, or under an exemption.
On January 23, 2007, pursuant to the terms of the Exchange Agreement entered into by and between us, Times Manufacture & E-Commerce Corporation Limited (“Times Manufacture”) and the sole shareholder of Times Manufacture, we issued 19,454,420 shares of common stock to Kwong Kai Shun, the sole shareholder of Times Manufacture, in exchange for all of the issued and outstanding securities of Times Manufacture. The securities were offered and issued to the sole shareholder of Times Manufacture in reliance upon an exemption from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder. Kwong Kai Shun was the principal executive officer of Times Manufacture before the Share Exchange and became our principal executive officer after the Share Exchange. The sole shareholder of Times Manufacture qualified as an accredited investor (as defined by Rule 501 under the Securities Act of 1933, as amended).
On January 23, 2007, concurrently with the close of the Share Exchange, we conducted an initial closing of a private placement transaction pursuant to which we sold an aggregate of 1,749,028 shares of Series A Convertible Preferred Stock at $1.29 per share. On February 9, 2007, we conducted a second and final closing of the private placement pursuant to which we sold 501,320 shares of Series A Convertible Preferred Stock at $1.29 per share. Accordingly, a total of 2,250,348 shares of Series A Convertible Preferred Stock were sold in the private placement for an aggregate of $2,902,946 (the “Private Placement”). Each share of the Series A Convertible Preferred Stock is convertible into shares of common stock at a conversion price equal to the purchase price of such shares. Upon liquidation, the holders of the Series A Convertible Preferred Stock shall receive $1.29 per share of Series A Convertible Preferred Stock then held prior to any other distribution or payment made to holders of the common stock. The securities were offered and sold to investors in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder. Each of the persons and/or entities receiving our securities qualified as an accredited investor (as defined by Rule 501 under the Securities Act of 1933, as amended).
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Transfer Agent
The transfer agent and registrar for our common stock is Corporate Stock Transfer.
Equity Compensation Plan Information
As of December 31, 2007, we did not have an equity compensation plan.
The following selected consolidated statement of operations data for each of the years in the five-year period ended December 31, 2007 and the consolidated balance sheet data as of year-end for each of the years in the five-year period ended December 31, 2007 were derived from the audited consolidated financial statements. Such selected financial data should be read in conjunction with the consolidated financial statements and the notes to the consolidated financial statements starting on page F-1 and with Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Consolidated Statement of Operations | Years Ended December 31, | |||||||||||||||
2007 | 2006 | 2005 | 2004 | 2003 | ||||||||||||
(in thousands, except share and per share amounts) | ||||||||||||||||
Net sales | $ | 96,963 | $ | 81,134 | $ | 63,078 | $ | 36,553 | $ | 33,215 | ||||||
Cost of sales | (83,120 | ) | (71,496 | ) | (57,026 | ) | (34,609 | ) | (31,953 | ) | ||||||
Gross profit | $ | 13,843 | $ | 9,637 | $ | 6,052 | $ | 1,944 | $ | 1,262 | ||||||
Other income | 618 | 424 | 939 | - | - | |||||||||||
Depreciation | (332 | ) | (326 | ) | (259 | ) | (126 | ) | (18 | ) | ||||||
Administrative and other operating expenses, including stock based compensation | (4,595 | ) | (1,285 | ) | (1,436 | ) | (1,345 | ) | (834 | ) | ||||||
Income from operations | $ | 9,534 | $ | 8,450 | $ | 5,296 | $ | 473 | $ | 410 | ||||||
Fee and costs related to reverse merger | (741 | ) | - | - | - | - | ||||||||||
Interest expense | (1,478 | ) | (1,060 | ) | (515 | ) | (165 | ) | (115 | ) | ||||||
Other income | 233 | 238 | 156 | 28 | 20 | |||||||||||
Income before taxes | $ | 7,548 | $ | 7,628 | $ | 4,937 | $ | 336 | $ | 315 | ||||||
Income taxes | (1,978 | ) | (1,308 | ) | (912 | ) | (132 | ) | (55 | ) | ||||||
Net income | $ | 5,571 | $ | 6,320 | $ | 4,025 | $ | 204 | $ | 260 | ||||||
Earnings per common share: | ||||||||||||||||
- Basic | $ | 0.24 | $ | 0.32 | $ | 0.21 | $ | 0.01 | $ | 0.01 | ||||||
- Diluted | $ | 0.22 | $ | 0.32 | $ | 0.21 | $ | 0.01 | $ | 0.01 | ||||||
Dividends declared per common share | $ | - | $ | 0.11 | $ | 0.03 | $ | - | $ | - | ||||||
Weighted average common shares: | ||||||||||||||||
- Basic | 22,923,339 | 19,454,420 | 19,454,420 | 19,454,420 | 19,454,420 | |||||||||||
- Diluted | 25,388,026 | 19,454,420 | 19,454,420 | 19,454,420 | 19,454,420 |
As of December 31, | ||||||||||||||||
Consolidated Balance Sheets | 2007 | 2006 | 2005 | 2004 | 2003 | |||||||||||
(in thousands) | ||||||||||||||||
Current Assets | $ | 48,925 | $ | 21,400 | $ | 16,648 | $ | 12,432 | $ | 4,836 | ||||||
Total Assets | 51,451 | 24,096 | 18,533 | 13,866 | 4,876 | |||||||||||
Current Liabilities | 24,176 | 15,553 | 13,890 | 12,620 | 3,847 | |||||||||||
Total Liabilities | 24,578 | 15,585 | 13,890 | 12,620 | 3,847 | |||||||||||
Total Stockholders' Equity | 26,873 | 8,511 | 4,644 | 1,246 | 1,030 |
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Forward-Looking Statements
The following discussion should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this report. This report contains forward-looking statements. The words “anticipated,” “believe,” “expect, “plan,” “intend,” “seek,” “estimate,” “project,” “could,” “may,” and similar expressions are intended to identify forward-looking statements. These statements include, among others, information regarding future operations, future capital expenditures, and future net cash flow. Such statements reflect our management’s current views with respect to future events and financial performance and involve risks and uncertainties, including, without limitation, general economic and business conditions, changes in foreign, political, social, and economic conditions, regulatory initiatives and compliance with governmental regulations, the ability to achieve further market penetration and additional customers, and various other matters, many of which are beyond our control. Should one or more of these risks or uncertainties occur, or should underlying assumptions prove to be incorrect, actual results may vary materially and adversely from those anticipated, believed, estimated or otherwise indicated. Consequently, all of the forward-looking statements made in this report are qualified by these cautionary statements and there can be no assurance of the actual results or developments.
Overview
We are a distributor of watch movements components used in the manufacture and assembly of watches to a wide variety of timepiece manufacturers. There are two categories of watch movements, quartz and mechanical. The main parts of an analog quartz watch movement are the battery; the oscillator, a piece of quartz that vibrates in response to the electric current; the integrated circuit, which divides the oscillations into seconds; the stepping motor, which drives the gear train; and the gear train itself, which makes the watch’s hands move. A digital watch movement has the same timing components as an analog quartz movement but has no stepping motor or gear train. To a lesser extent we also distribute complete analog-quartz and automatic watches with pricing between $20.00 to $50.00. Manufacturing for these watches is currently outsourced to third party factories in China.
Our core customer base consists primarily of large wholesalers, online retailers and small and medium-sized watch manufacturers that produce watches primarily for sale to customers in Hong Kong and China. To a lesser extent, we design watches for manufacturers and exporters of watches and manufacture and distribute complete watches primarily to online retailers and internet marketers.
We are mainly engaged in watch movement distribution business in Hong Kong and China which accounted for approximately 89% of our revenue for the year ended December 31, 2007. We have distribution centers and strategically located sales offices throughout Hong Kong and the People’s Republic of China (“China” or “PRC”). We distribute more than 350 products from over 30 vendors, including such market leaders as Citizen Group, Seiko Corporation and Ronda AG, to a base of over 350 customers primarily through our direct sales force. As a part and included in our sale of watch movements, we provide a variety of value-added services, including automated inventory management services, integration, design and development, management, and support services.
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Corporate Structure
We were incorporated in the State of Delaware on January 3, 2006. We were originally organized as a “blank check” shell company to investigate and acquire a target company or business seeking the perceived advantages of being a publicly held corporation. On January 23, 2007, we closed a share exchange transaction (“Share Exchange”) pursuant to which we (i) issued 19,454,420 shares of our common stock to acquire 100% equity ownership of Times Manufacture & E-Commerce Corporation Limited, a British Virgin Islands corporation (“Times Manufacture”), which has eight wholly-owned subsidiaries, (ii) assumed the operations of Times Manufacture and its subsidiaries, and (iii) changed our name from SRKP 9, Inc. to Asia Time Corporation. Times Manufacture also paid an aggregate of $350,000 to the stockholders of SRKP 9, Inc. Times Manufacture was founded in January 2002 and is based in Hong Kong.
With respect to this discussion, the terms “we” and “our” refer to Asia Time Corporation, its 100%-owned subsidiary Times Manufacture Times Manufacture and its subsidiaries, Times Manufacturing & E-Commerce Corporation Ltd., TME Enterprise Ltd., Citibond Design Ltd. and Megamooch Online Ltd., each of which is a British Virgin Islands corporation, and the Hong Kong corporate subsidiaries Billion Win International Enterprise Ltd., Goldcome Industrial Ltd., Citibond Industrial Ltd., and Megamooch International Ltd. Times Manufacture was founded in March 2002 and is based in Hong Kong.
In 2005, we re-aligned the structure and business functions of our subsidiaries to clearly define the scopes our business objectives in order to strengthen our ability to effectively conduct our business operations. Billion Win International Enterprise Limited, or Billion Win, is our central sourcing component. Billion Win, which is held indirectly through Times Manufacture, procures and imports watch movements and distributes them to suppliers, volume users in China, and two of our subsidiaries, Goldcome Industrial Limited, or Goldcome, and Citibond Industrial Limited, or Citibond. Goldcome mainly focuses it distributions to wholesalers and large manufacturers and Citibond focuses on distributions to small to medium size manufacturers. Megamooch International Limited is a complete watch distributor and exporter targeting overseas buyers. Another two subsidiaries, TME Enterprise Ltd. and Citibond Design Ltd., are responsible for complete watch design for manufacturers and exporters and handles large volume watch movement transactions between buyers and sellers solely on a commission basis. Megamooch Online Ltd. operations are focused on complete watch marketing and distribution, with manufacturing being outsourced, and its concentrates on overseas markets.
Watch Movement Segment
Presently, Hong Kong does not generally have watch movement manufacturing. Watch movements are largely imported from Japan and Switzerland. The revenue for the watch movement segment of our business for the year ended December 31, 2007 was $86.4 million, with a gross profit $8.9 million, a 18.3% and 53.6% growth, respectively, compared to $73.0 million revenue and $5.8 million gross profit for the year ended December 31, 2006. The gross profit margin increased from 8.0% for the year ended December 31, 2006 to 10.3% for the year ended December 31, 2007, primarily due to more diversified products being promoted to customers and higher selling prices, which primarily resulted of extended credit terms to our customers. We provide a wide product spectrum of products carrying major brands as well as middle-low end China movements. We believe carrying a wide product spectrum enables us to provide a convenient one-stop provider for our customers, which may result in higher sales per customer. We began to target small to medium manufacturers in mid-2005 and our customer base has expanded to more than 350 watch manufacturers. In addition, we have extended our credit period from an average of 30 days to 60 days to major customers that have maintained a history of timely settlement of receivables. We believe that this extension lead to an increase of purchase orders from those customers. We review the credit status of each customer and periodically adjust the credit period to specific customers in an attempt to maximize business with each customer without suffering significant credit risk.
Complete Watch Segment
Revenue of our complete watch segment was $10.5 million for the year ended December 31, 2007, a 30.4% increase compared to the same period in 2006, in which revenue was $8.1 million. This segment contributed approximately 11% of our revenue in 2007, as compared to 10% of revenue for the year ended December 31, 2006. We believe the increase was primarily contributed to our offering of value-added design services to our customers at no extra charge. Our main market positioning in China is on the middle-class adult, daily, sporty and classy design.
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Recent Events
February 2008 Public Offering
On February 15, 2008, we completed an initial public offering consisting of 963,700 shares of our common stock. Our sale of common stock, which was sold indirectly by us to the public at a price of $3.50 per share, resulted in net proceeds of approximately $2.7 million. These proceeds were net of underwriting discounts and commissions, fees for legal and auditing services, and other offering costs. Upon the closing of the initial public offering, we sold to the underwriter warrants to purchase up to 83,800 shares of our common stock. The warrants are exercisable at a per share price of $4.20 and has a term of five years.
January 2008 Investor Relations Agreement
In addition, on January 16, 2008, we entered into a consulting agreement with Public Equity Group Inc. Pursuant to the agreement, Public Equity Group will provide us with business consulting and investor relation services, oversee of all of our investor public relation and related service providers, and monitor our investor relation meetings with brokerage firms and brokers to develop support for our stock and research coverage, in addition to strategic advice and other customary investor relation services. The agreement has a term of one year, unless terminated earlier with 60-days prior written notice. As consideration for entering in the agreement and compensation for Public Equity Group’s services under the agreement, we agreed to issue 200,000 shares of our common stock to Public Equity Group Inc. In connection with the issuance of 200,000 shares of common stock, we expect to recognize a one-time charge to operations in the first quarter of 2008 in an amount equal to approximately $700,000, which is derived from valuing each share at $3.50, which is the offering price for our February 2008 public offering.
November 2007 Issuance of Bonds and Bond Warrants
On November 13, 2007, we closed a financing transaction under Regulation S with ABN AMRO Bank N.V. (the “Subscriber”) issuing (i) US $8,000,000 Variable Rate Convertible Bonds due 2012 (the “Bonds”) and (ii) warrants to purchase 600,000 shares of our common stock expiring 2010 (the “Warrants”). The financing transaction was completed in accordance with a subscription agreement entered into by us and the Subscriber dated October 31, 2007.
US $8,000,000 Variable Rate Convertible Bonds
The Bonds were issued further to a trust deed between us and The Bank of New York, London Branch, dated November 13, 2007 (the “Trust Deed”) and are represented by the global certificate in the form as set forth in the Trust Deed. The Bonds are subject to a paying and conversion agency agreement between us, The Bank of New York, and The Bank of New York, London Branch. The Bonds were subscribed at a price equal to 97% of their principal amount, which is the issue price of 100% less a 3% commission to the Subscriber. The Terms and Conditions of the Bonds (the “Terms”) contained in the Trust Deed, set forth, among other things, the following terms:
· | Interest. The Bonds bear cash interest from November 13, 2007 at the rate of 6% per annum for the first year after November 13, 2007 and 3% per annum thereafter, of the principal amount of the Bonds. |
· | Conversion. Each Bond is convertible at the option of the holder at any time on and after 365 days after the date our shares of common stock commence trading on the American Stock Exchange, which occurred on February 12, 2008 (the “Listing Date”), into shares of our common stock at an initial per share conversion price (“Conversion Price”) equal to the price per share at which shares are sold in our public offering on the American Stock Exchange (“AMEX”), which was $3.50 per share, subject to adjustment according to the Terms of the Bonds. No Bonds may be converted after the close of business on November 13, 2012, or if such Bond is called for redemption before the maturity date, then up to the close of business on a date no later than seven business days prior to the date fixed for redemption thereof. |
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· | Conversion Price Adjustments. The number of shares of our common stock to be issued on conversion of the Bonds will be determined by dividing the principal amount of each Bond to be converted by the Conversion Price in effect at the conversion date. The Conversion Price is subject to adjustment in certain events, including our issuance of additional shares of common stock or rights to purchase common stock at a per share or per share exercise or conversion price, respectively, at less than the applicable Conversion Price of the Bonds. If for the period of 20 consecutive trading days immediately prior to November 13, 2009 or September 29, 2012, the Conversion Price for the Bonds is higher than the average closing price for our shares, then the Conversion Price will be reset to such average closing price; provided that, the Conversion Price will not be reset lower than 70% of the then existing Conversion Price. In addition, the Trust Deed provides that the Conversion Price of the Bonds cannot be adjusted to lower than $0.25 per share of common stock (as adjusted for stock splits, stock dividends, spin-offs, rights offerings, recapitalizations and similar events). |
· | Mandatory Redemptions. If on or before November 13, 2008, the Bonds, Warrants, and shares underlying the Bonds and Warrants are not registered with the Securities and Exchange Commission (the “SEC”), the holder of the Bonds can require us to redeem the Bonds at 106.09% of their principal amount. Also, at any time after November 13, 2010, the holders of the Bonds can require us to redeem the Bonds at 126.51% of their principal amount. We are required to redeem any outstanding Bonds at 150.87% of its principal amount on November 13, 2012. |
Warrants to Purchase 600,000 Shares of Common Stock
The Warrants, which are evidenced by a warrant instrument entered into by and between us and the Subscriber, dated November 13, 2007 (the “Warrant Instrument”), are subject to the terms of a warrant agency agreement by and among us, The Bank of New York and The Bank of New York, London Branch, dated November 13, 2007 (the “Warrant Agency Agreement”). Pursuant to the terms and conditions of the Warrant Instrument and Warrant Agency Agreement, the Warrants are exercisable at $0.0001 per share and terminate on November 13, 2010. We listed the shares underlying the Warrants on AMEX. In addition, we have agreed to register the shares of common stock underlying the Warrants with the SEC on or prior to November 13, 2008 and will keep the registration effective until 30 days after the Warrants terminate.
Registration Rights for Bonds, Warrants, and Underlying Shares
On November 13, 2007, we and the Subscriber also entered into a registration rights agreement pursuant to which we agreed to register the Bonds and Warrants, and the shares of common stock underlying the Bonds and Warrants (the “Registrable Securities”). We agreed to prepare and file with the SEC, no later than 90 days after the Listing Date, a Registration Statement on Form S-1 (the “Registration Statement”) to register the Registrable Securities and, as promptly as possible, and in any event no later than 365 days after the Listing Date, cause that Registration Statement, as amended, to become effective. In addition, we agreed to list all Registrable Securities covered by the Registration Statement on each securities exchange on which similar securities issued by us are then listed. The registration rights agreement does not provide for liquidated or specified damages in the event we do not timely register the Registrable Securities.
Accounting for the Bond and Warrant Transaction
The terms of Bonds include conversion features allowing the holders to convert the Bonds into shares of our common stock. Certain of those conversion features that allow for the reduction in conversion price upon the occurrence of stated events constitute a “beneficial conversion feature” for accounting purposes. In addition, we may be required to repurchase the Bonds at the request of the holders if certain events occur or do not occur, as set forth in the Bond trust deed. Upon the occurrence of any of the events that trigger a mandatory redemption, as described above, and we are requested by the holders to repurchase all or a portion of the Bonds, we will be required to pay cash to redeem all or a portion of the Bonds.
The accounting treatment related to the beneficial conversion and mandatory redemption features of the Bonds and the value of the Bond Warrants will have an adverse impact on our results of operations for the term of the Bonds. The application of Generally Accepted Accounting Principles will require us to allocate $6,107,299 to the beneficial conversion feature of the Bonds and $1,652,701 to the Bonds Warrants, which have been reflected in our financial statements as an interest discount. Also, we have determined that the total redemption premium associated with the mandatory redemption feature of the Bonds is $4,069,600. All of the aforementioned amounts associated with the beneficial conversion and mandatory redemption feature of the Bonds and the value of the Bond Warrants are being amortized as additional interest expense over the term of the Bonds. This accounting will result in an increase in interest expense in all reporting periods during the term of the Bonds, and, as a result, reduce our net income accordingly. For the year ended December 31, 2007, we recorded $345,461 in expenses related to the Bonds and Bond Warrants.
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In addition, if we are required to redeem all or any portion of the Bonds, this may have a material adverse effect on our liquidity and cash resources, and may impair our ability to continue to operate. If we are required to repurchase all or a portion of the Bonds and do not have sufficient cash to make the repurchase, we may be required to obtain third party financing to do so, and there can be no assurances that we will be able to secure financing in a timely manner and on favorable terms, which could have a material adverse effect on our financial performance, results of operations and stock price.
January 2007 Share Exchange and Private Placement
On December 15, 2006, we entered into a share exchange agreement with the sole shareholder of Times Manufacture. Pursuant to the share exchange agreement (the "Exchange Agreement") we agreed to issue shares of our common stock in exchange for all of the issued and outstanding securities of Times Manufacture (the "Share Exchange"). The Share Exchange closed on January 23, 2007. Upon the closing of the Share Exchange and pursuant to the terms of the Exchange Agreement, we issued an aggregate of 19,454,420 shares of our common stock to the sole shareholder of Times Manufacture in exchange for all of the issued and outstanding securities of Times Manufacture. Times Manufacture also paid an aggregate of $350,000 to the stockholders of SRKP 9, Inc. In addition, prior to the closing of the Share Exchange and the Private Placement, as described below, we effectuated a 1.371188519-for-one stock dividend such that there were 3,702,209 shares of common stock outstanding immediately prior to the Share Exchange and Private Placement. We issued no fractional shares in connection with the Share Exchange.
On January 23, 2007, concurrently with the close of the Share Exchange, we conducted an initial closing of a private placement transaction pursuant to which we sold an aggregate of 1,749,028 shares of Series A Convertible Preferred Stock at $1.29 per share. On February 9, 2007, we conducted a second and final closing of the private placement pursuant to which we sold 501,320 shares of Series A Convertible Preferred Stock at $1.29 per share. Accordingly, a total of 2,250,348 shares of Series A Convertible Preferred Stock were sold in the private placement for an aggregate gross proceeds of $2,902,946 (the "Private Placement"). After commissions and expenses, we received net proceeds of approximately $2.3 million in the Private Placement.
We agreed to and did register the common stock underlying the Series A Convertible Preferred Stock sold in the Private Placement. The investors in the Private Placement also entered into a lock up agreement pursuant to which they agreed not to sell their shares until our common stock began trading on the American Stock Exchange, which occurred on February 12, 2008, after which their shares will automatically be released from the lock up every 30 days on a pro rata over a nine month period beginning on the date that is 30 days after listing of the shares.
In connection with the Private Placement, Kwong Kai Shun, our Chairman of the Board, Chief Executive Officer and Chief Financial Officer, entered into an agreement (the “Escrow Agreement”) with the investors pursuant to which Mr. Kwong agreed to place 2,326,000 shares of his common stock in escrow for possible distribution to the investors (the "Escrow Shares"). Pursuant to the Escrow Agreement, if our net income for 2006 or 2007, subject to specified adjustments, as set forth in our filings with the SEC is less than $6.3 million or $7.7 million, respectively, a portion, if not all, of the Escrow Shares will be transferred to the investors based upon our actual net income, if any, for such fiscal years. We met these targets. We have accounted for the Escrow Shares as the equivalent of a performance-based compensatory stock plan between Mr. Kwong and us. Accordingly, during the year ended December 31, 2007, we recorded $2,433,650 as a charge to operations to recognize the grant date fair value of stock-based compensation in conjunction with the Escrow Agreement, as described above.
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Critical Accounting Policies and Estimates
Financial Reporting Release No. 60 recommends that all companies include a discussion of critical accounting policies used in the preparation of their financial statements. The Securities and Exchange Commission (“SEC”) defines critical accounting policies as those that are, in management's view, most important to the portrayal of our financial condition and results of operations and those that require significant judgments and estimates.
The preparation of these consolidated financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosure of contingent assets and liabilities at the date of our financial statements. We base our estimates on historical experience, actuarial valuations and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Some of those judgments can be subjective and complex and, consequently, actual results may differ from these estimates under different assumptions or conditions. While for any given estimate or assumption made by our management there may be other estimates or assumptions that are reasonable, we believe that, given the current facts and circumstances, it is unlikely that applying any such other reasonable estimate or assumption would materially impact the financial statements. The accounting principles we utilized in preparing our consolidated financial statements conform in all material respects to generally accepted accounting principles in the United States of America.
Impairment of long-lived assets
The long-lived assets held and used by us are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. It is reasonably possible that these assets could become impaired as a result of technology or other industry changes. Determination of recoverability of assets to be held and used is by comparing the carrying amount of an asset to future net undiscounted cash flows to be generated by the assets.
If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount of fair value less costs to sell.
Inventories
Inventories are stated at the lower of cost or market. Cost is determined on a first-in, first-out basis and includes only purchase costs. There are no significant freight charges, inspection costs and warehousing costs incurred for any of the periods presented. In assessing the ultimate realization of inventories, management makes judgments as to future demand requirements compared to current or committed inventory levels. We have vendor arrangements on the purchase of watch movements providing for price reduction paid in the form of additional watch movements. The percentage of additional movements to be received by us from these vendors is estimated and inventory costs are reduced to reflect the effect of these additional movements on the actual cost of the items in inventory. During the years ended December 31, 2007, 2006, and 2005, we did not make any allowance for slow-moving or defective inventories.
We evaluate our inventories for excess, obsolescence or other factors rendering inventories as unsellable at normal gross profit margins. Write-downs are recorded so that inventories reflect the approximate market value and take into account our contractual provisions with our suppliers governing price protections and stock rotations. Due to the large number of transactions and complexity of managing the process around price protections and stock rotations, estimates are made regarding the valuation of inventory at market value.
In addition, assumptions about future demand, market conditions and decisions to discontinue certain product lines can impact the decision to write-down inventories. If assumptions about future demand change and/or actual market conditions are different than those projected by management, additional write-downs of inventories may be required. In any case, actual results may be different than those estimated.
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Trade receivables
Trade and other receivables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method, less provision for impairment. A provision for impairment of trade and other receivables is established when there is objective evidence that we will not be able to collect all amounts due according to the original terms of receivables. The amount of the provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate. The amount of the provision is recognized in the income statement.
Foreign currency translation
Our consolidated financial statements are presented in United States dollars. Our functional currency is the Hong Kong Dollar (HKD). Our consolidated financial statements are translated into United States dollars from HKD at period-end exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.
Revenue recognition
Sales of goods represent the invoiced value of goods, net of sales returns, trade discounts and allowances. We recognize revenue when the goods are delivered and the customer takes ownership and assumes risk of loss, collection of the relevant receivable is probable, persuasive evidence of an arrangement exists, and the sales price is fixed or determinable. We provide pre- and post- sales service to our customers related to inventory management information in order to facilitate and manage sales to customers. Our integration, design and development and management services provide customers with watch design assistance, components outsourcing or other project support, and are generally completed prior to a sale and do not continue post-delivery. There is no requirement that these services be provided for a sale to take place, nor is there any objective or reliable evidence of a separate fair value, or if no longer offered or ceased to be offered would a right of return be created for the goods sold. We believe these services are part of the sales process and are not a customer deliverable, and are therefore charged to selling expense or cost of sales, as appropriate.
Deferred income tax
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, if the deferred income tax arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss, it is not accounted for. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax assets is realized or the deferred income tax liability is settled.
Stock-based compensation
Effective January 1, 2006, we adopted SFAS No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123R”), a revision to SFAS No. 123, “Accounting for Stock-Based Compensation”. SFAS 123R requires that we measure the cost of employee services received in exchange for equity awards based on the grant date fair value of the awards, with the cost to be recognized as compensation expense in our financial statements over the vesting period of the awards. Accordingly, we recognize compensation cost for equity-based compensation for all new or modified grants issued after December 31, 2005. We account for stock option and warrant grants issued and vesting to non-employees in accordance with EITF 96-18, “Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services”, and EITF 00-18, “Accounting Recognition for Certain Transactions involving Equity Instruments Granted to Other Than Employees”, whereas the value of the stock compensation is based upon the measurement date as determined at either (a) the date at which a performance commitment is reached or (b) at the date at which the necessary performance to earn the equity instruments is complete.
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We did not recognize any stock-based compensation during the years ended December 31, 2006, 2005 and 2004. During the year ended December 31, 2007, we recorded $2,433,650 as a charge to operations to recognize the grant date fair value of stock-based compensation in conjunction with the Escrow Agreement, as described above.
Results of Operations
The following table sets forth certain items in our statement of operations as a percentage of net sales for the periods shown:
Year ended December 31, | ||||||||||
2007 | 2006 | 2005 | ||||||||
Net sales | 100.0 | % | 100.0 | % | 100.0 | % | ||||
Cost of sales | 85.7 | % | 88.1 | % | 90.4 | % | ||||
Gross profit | 14.3 | % | 11.9 | % | 9.6 | % | ||||
Other income | 0.6 | % | 0.5 | % | 1.5 | % | ||||
Depreciation | 0.3 | % | 0.4 | % | 0.4 | % | ||||
Administrative and other operating expenses, including stock-based compensation | 4.7 | % | 1.6 | % | 2.3 | % | ||||
Income from operations | 9.9 | % | 10.4 | % | 8.4 | % | ||||
Fees and costs related to reverse merger | 0.8 | % | - | - | ||||||
Other income | 0.2 | % | 0.3 | % | 0.2 | % | ||||
Interest expenses | 1.5 | % | 1.3 | % | 0.8 | % | ||||
Income before taxes | 7.8 | % | 9.4 | % | 7.8 | % | ||||
Income taxes | 2.0 | % | 1.6 | % | 1.4 | % | ||||
Net income | 5.8 | % | 7.8 | % | 6.4 | % |
Comparison of year ended December 31, 2007 (“Fiscal 2007”) with year ended December 31, 2006 (“Fiscal 2006”)
Net sales for the year ended December 31, 2007 were $97.0 million compared to $81.1 million for the comparable period in 2006, an increase of 19.5%. This increase was primarily due to the increased sales of watch movements and completed watches. Net sales of watch movements for the year ended December 31, 2007 were $86.4 million compared to $73.0 million for the comparable period in 2006 an increase of 18.3%. The increase was primarily due to an increase of volume of sales from 97.8 million to 100.3 million pieces, an increase of 2.5%. The increase in the volume of movements was primarily due to an increase in sale of high-end items. Sales of completed watches for the year ended December 31, 2007 was $10.5 million compared to $8.1 million for the comparable period in 2005, an increase of 30.4%. The increase was primarily due to an increase in sales volume from 877,600 pieces for Fiscal 2006 compared to 1.2 million pieces for Fiscal 2007, an increase of 38.2%.
Cost of sales consists of cost of purchases, net of discounts and returns. Cost of sales was $83.1 million for the year ended December 31, 2007 as compared to $71.5 million for the comparable period in 2006. The increase in total dollars was attributable to higher costs associated with our products. Our increase in revenue was 19.5% and our increase in cost of sales was 16.3% for Fiscal 2007, as compared to Fiscal 2006. As a percentage of net sales, cost of sales decreased to 85.7% for the year ended December 31, 2007 compared to 88.1% for the comparable period in 2006. The decrease as a percentage of net sales was attributable to improved economy of scale and more trading volume of watch movements.
Gross profit for the year ended December 31, 2007 was $13.8 million, or 14.3% of net sales, compared to $9.6 million, or 11.9% of net sales for the comparable period in 2006. Management considers gross profit to be a key performance indicator in managing our business. Gross profit margins are usually a factor of product mix and demand for product. The increase of profit margin was primarily attributable to a lower cost for the sales resulting from an increase in economies of scale and (ii) higher mark-up prices that resulted from extended credit terms that we offered to our customers. Profit margin of movements as a percentage of net sales had increased to 10.3% for the year ended December 31, 2007 as compared to 8.0% of net sales for same period in 2006. There was a slight decrease of profit margin for completed watches for the year ended December 31, 2007 to 46.5% of net sales as compared to 47.2% for the same period in 2006.
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Other income from operations was $617,913or 0.6% of net sales for Fiscal 2007, as compared to $424,016, or 0.5% of net sales for Fiscal 2006. The increase in other income from operations was attributable to a one-time income of $424,102 our sale of intangible assets and a rental income of $63,065 in Fiscal 2007, which was the rent received from our company-owned properties.
Administrative and other operating expenses were $4.6 million, or 4.7% of net sales for Fiscal 2007, as compared to $1.3 million, or 1.6% of net sales, for Fiscal 2006. The increase in amount and as a percentage of net sales was primarily due to the recognition of $2,433,650 of stock-based compensation in 2007 related to the Escrow Shares provided by our CEO, Kwong Kai Shun, which were subject to the achievement of defined annual net income for 2007 pursuant to the Private Placement agreement entered into with our investors. The increase was also attributable to an increase in professional fees related to reporting requirements as a public company and additional employees and upgraded staff benefits in the comparable period in 2007. Management considers these expenses as a percentage of net sales to be a key performance indicator in managing our business.
Other income from non-operating activities was $233,379, or 0.2% of net sales for Fiscal 2007, which was consistent as compared to $237,571, or 0.3% of net sales for Fiscal 2006. This income was mainly come from bank deposit interests and had no significant change over the comparable periods.
Interest expense was $1.5 million for Fiscal 2007, as compared to $1.1 million for Fiscal 2006. The increase was primarily due to the interest and amortization on bonds of $345,461 in Fiscal 2007.
Income taxes for Fiscal 2007 were $2.0 million, or 2.0% of net sales, as compared to $1.3 million for Fiscal 2006, or 1.6% of net sales. The increase of effective income tax rates from 17.1% for Fiscal 2006 to 19.3% for Fiscal 2007 was primarily due to increase in the income not subject to tax by $30,537 and increase in expense not deductible by $293,603.
Net income for Fiscal 2007 was $5.6 million, compared to net income of $6.3 million for Fiscal 2006, representing an 11.1% decrease.
Comparison of year ended December 31, 2006 (“Fiscal 2006”) with year ended December 31, 2005 (“Fiscal 2005”)
Net sales for the year ended December 31, 2006 were $81.1 million compared to $63.1 million for the comparable period in 2005, an increase of 28.6%. This increase was largely due to the improved sales of watch movements and completed watches. Sales of watch movements for the year ended December 31, 2006 were $73.0 million compared to $58.8 million for the comparable period in 2005 an increase of 24.1%. The increase was primary due to the increase of volume from 72.9 million to 97.8 million pieces, an increase of 34.2%. Sales of completed watches for the year ended December 31, 2006 was $8.1 million compared to $4.2 million for the comparable period in 2005, an increase of 90.9%.
Cost of sales consists of cost of purchases, net of discounts and returns. Cost of sales was $71.5 million for the year ended December 31, 2006 as compared to $57.0 million for the comparable period in 2005. As a percentage of net sales, cost of sales decreased to 88.1% for the year ended December 31, 2006 compared to 90.4% for the comparable period in 2005. The increase in total dollars was attributable to higher costs associated with our products and the decrease as a percentage of net sales was attributable to improved economy of scale and more trading volume of watch movements. Our increase in revenue was 28.6% and our increase in cost of sales was 25.4% for Fiscal 2006 compared to Fiscal 2005.
Gross profit for the year ended December 31, 2006 were $9.6 million, or 11.9% of net sales, compared to $6.1 million, or 9.6% of net sales for the comparable period in 2005. Management considers gross profit to be a key performance indicator in managing our business. Gross profit margins are usually a factor of product mix and demand for product. The increase of profit margin was primarily attributable to i) the economies of scale, where we can get a lower cost for the sales, and ii) the improved profit margin by higher mark-up prices as a result of extended credit terms to our customers. Together, the profit margin of movements as a percentage of net sales had increased to 8.0% for the year ended December 31, 2006 as compared to 6.4% of net sales for same period in 2005. There was a slight decrease of profit margin for completed watches for the year ended December 31, 2006 to 47.2% of net sales as compared to 53.8% for the same period of 2005. This was primarily due to the increase of sales of basic units in 2006 which had a lower profit margin. However, this decrease was offset by the increase of profit margin in movement segment, which accounted for 90% of the total sales in 2006.
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Other income from operation was $424,016 or 0.5% of net sales for Fiscal 2006, as compared to $938,573, or 1.5% of net sales for Fiscal 2005. The decrease in income from operation was attributable to the lack of commission income in Fiscal 2006 as compared to $771,432 in Fiscal 2005. This was the commission received for connecting buyers and sellers in China. The decrease in income from operation was partially offset by a one time income of $210,594 derived from the selling of intangible assets and a rental income of $46,284 in Fiscal 2006, which was the rent received from our company-owned properties.
Administrative and other operating expenses were $1.3 million or 1.6% of net sales for Fiscal 2006, as compared to $1.4 million, or 2.3% of net sales, for Fiscal 2005. The decrease as a percentage of net sales was primarily attributable to economies of scale. Management considers these expenses as a percentage of net sales to be a key performance indicator in managing our business.
Other income from non-operation was $237,571 or 0.3% of net sales for Fiscal 2006, as compared to $156,199, or 0.3% of net sales for Fiscal 2005. The increase was primarily due to the increase in bank interest, which was $208,854 for Fiscal 2006 and $76,358 for Fiscal 2005 partially offset by a decrease in other interest income of $18,635 and $49,440 for Fiscal 2006 and Fiscal 2005 respectively.
Interest expense increased to $1.1 million for Fiscal 2006, compared to $514,637 for Fiscal 2005. This increase is primarily attributable to higher borrowing levels to maintain adequate inventory, and higher borrowing rates. Further increases in borrowing rates would further increase our interest expense, which would have a negative effect on our results of operations.
Income taxes for Fiscal 2006 were $1.3 million, or 1.6% of net sales, as compared to $911,687 for Fiscal 2005, or 1.4% of net sales. The decrease of effective income tax rates from 18.5% for Fiscal 2005 to 17.1% for Fiscal 2006 is primarily due to increase in income not subject to tax by $30,000 and decrease in unused tax losses not recognized by $50,000 for Fiscal 2006. Unused tax losses not recognized represents valuation allowances established to reduce deferred tax assets to the amount expected to be realized.
Net income for Fiscal 2006 was $6.3 million, compared to net income of $4.0 million for Fiscal 2005.
Liquidity and Capital Resources
To provide liquidity and flexibility in funding our operations, we borrow amounts under bank facilities and other external sources of financing. As of December 31, 2007, we had general banking facilities amounted to $22.2 million for overdraft, letter of credit, trust receipt, invoice financing and export loans granted by ten banks. Interest on the facilities ranged from minus 2.0 to 0.75% over the Bank’s Best Lending Rate of Hong Kong (Prime Rate) or Hong Kong Inter Bank Offered Rate (HIBOR). These banking facilities were secured by the leasehold properties, time deposits and held-to maturity investments of the group and personal guarantees executed by our Chairman of the Board.
On February 15, 2008, we completed an initial public offering consisting of 963,700 shares of our common stock. Our sale of common stock, which was sold indirectly by us to the public at a price of $3.50 per share, resulted in net proceeds of approximately $2.7 million. These proceeds were net of underwriting discounts and commissions, fees for legal and auditing services, and other offering costs. Upon the closing of the initial public offering, we sold to the underwriter warrants to purchase up to 83,800 shares of our common stock. The warrants are exercisable at a per share price of $4.20 and will expire if unexercised after five years from the date of issuance.
On November 13, 2007, we completed a financing transaction pursuant to which we issued $8,000,000 Variable Rate Convertible Bonds that will be due in 2012. The Bonds were subscribed at a price equal to 97% of their principal amount, which is the issue price of 100% less a 3% commission to the Subscriber of the Bonds. The Bonds bear cash interest at the rate of 6% per annum for the first year after November 13, 2007 and 3% per annum thereafter, of the principal amount of the Bonds. Each Bond is convertible at the option of the holder at any time on and after a date that is 365 days after February 12, 2008, which is the date that our shares of common stock commence trading on the AMEX, at an initial conversion price of $3.50. The conversion price is subject to adjustment in certain events, including our issuance of additional shares of common stock or rights to purchase common stock at a per share or per share exercise or conversion price, respectively, at less than the applicable per share conversion price of the Bonds. If for the period of 20 consecutive trading days immediately prior to November 13, 2009 or September 29, 2012, the conversion price for the Bonds is higher than the average closing price for the shares, then the conversion price will be reset to such average closing price; provided that, the conversion price will not be reset lower than 70% of the then existing conversion price. In connection with the issuance of the Bonds, we also issued to the Subscriber warrants to purchase 600,000 shares of our common stock. The warrants were subscribed at a price of $0.0001 per warrant, are exercisable at $0.0001 per share, and terminate on November 13, 2010.
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On January 23, 2007, concurrently with the close of the Share Exchange, we conducted an initial closing of a private placement transaction pursuant to which we sold an aggregate of 1,749,028 shares of Series A Convertible Preferred Stock at $1.29 per share. On February 9, 2007, we conducted a second and final closing of the private placement pursuant to which we sold 501,320 shares of Series A Convertible Preferred Stock at $1.29 per share. Accordingly, a total of 2,250,348 shares of Series A Convertible Preferred Stock were sold in the private placement for an aggregate gross proceeds of $2,902,946 (the “Private Placement”). After commissions and expenses, we received net proceeds of approximately $2.3 million in the Private Placement.
For the year ended December 31, 2007, net cash used by operating activities was $8.1 million, as compared to net cash provided in operating activities of $190,906 in Fiscal 2006 and net cash used in operating activities of $445,644 in Fiscal 2005. The increase in net cash used by operating activities in Fiscal 2007 was attributable to an increase in (i) cash used for accounts receivable of $6.2 million for Fiscal 2007 as compared to $3.4 million for Fiscal 2006, (ii) prepaid expenses and other receivables of $5.6 million for Fiscal 2007 as compared to $1.7 million for Fiscal 2006, (iii) inventories of $6.1 million for Fiscal 2007 as compared to $50,990 for Fiscal 2006 and (iv) income taxes payable of $1.1 million for Fiscal 2007 as compared to $701,921 for Fiscal 2006; partially offset by an increase in net income of 5.6 million for Fiscal 2007 as compared to $6.3 million for Fiscal 2006 and an adjustment of $2.4 million to reconcile the net income for the stock-based compensation related to the Escrow Shares. The increase in cash used for accounts receivable was primarily attributable to the extended aging and an increase in net sales of 19.5% for Fiscal 2007 as compared to Fiscal 2006. The increase in cash used for prepaid expenses and other receivables was primarily attributable to an increase in deposit paid from $1.5 million for Fiscal 2006 to $5.8 million for Fiscal 2007, and the deposit for a potential acquisition of plant facilities, but no acquisition has been completed as of the date of this report. The increase in inventories was due to an expected increase in demand of watch movements in the first quarter of 2008, in addition to an anticipated increase in sales of mechanical movements, which require a higher inventory level than quartz movements. The increase in income tax was due to the increase in net income, and the increase in net income was due to the improved profit margin of movements segment as a result of improved economies of scale and increased selling price.
Net cash provided in investing activities was $163,398 for the year ended December 31, 2007, as compared to net cash used in investing activities of $859,823 for Fiscal 2006. The net cash provided in investing activities in Fiscal 2007 was due to the proceeds from disposal of intangible assets of $589,893, partially offset by the cash used in acquisition of manufacturing facilities for the completed watches segment. The net cash used in investing activities in Fiscal 2006 reflected the acquisition of two properties for an aggregate of $618,025, which were pledged for banking facilities and the acquisition of manufacturing facilities for the completed watches segment, partially offset by the disposal of an intangible asset of $300,849 and disposal of equipment of $2,031. The net cash used in investing activities in Fiscal 2005 was due to the acquisition of a property of $330,884 and a held-to-maturity investment fund that were pledged for banking facilities, and the acquisition of plant and equipment of $243,504 and acquisition of furniture and fixtures.
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Net cash provided by financing activities was $13.9 million for the year ended December 31, 2007 as compared to $204,116 and $1.2 million for the comparable period in 2006 and 2005, respectively. The increase in net cash provided by financing activities in Fiscal 2007 was due to (i) the proceeds from issuance of Series A Convertible Preferred Stock of $2.6 million, (ii) the issuance of convertible bonds of $7.8 million, (iii) proceeds from new short-term bank loans of $5.4 million , and (iv) net advancement of other bank borrowings of 6.6 million, partially offset by repayment of short-term bank loans $4.6 million and an increase in restricted cash of $3.7 million as deposit to facilitate the bank loans. The decrease in net cash provided by financing activities in Fiscal 2006 was attributable to dividends paid of $2.45 million as compared to $642,848 in Fiscal 2005. The bank borrowing for Fiscal 2005 was increased to $10 million as compared to $7.4 million for Fiscal 2004.
For Fiscal year 2007, 2006 and 2005, our inventory turnover was 8.9, 10.8 and 10.8 times, respectively. In 2005 and 2006 the turnover ratio is almost the same at 10.8 times. The turnover ratio decrease in Fiscal 2007 as the order delivery cycle time of our supplies has shortened, possibly allowing us to keep a lower stock level with a decreased risk of stock shortages. The average days outstanding of our accounts receivable at December 31, 2007 were 42 days, as compared to 29 days and 24 days at December 31, 2006 and 2005. The increase in accounts receivable was due to the change in credit policy since 2005 where credit terms of up to 60 days were given to customers who had good credit history in order to improve our profit margin and competitiveness.
In an attempt to reduce our reliance on third-party watch movement manufacturers, we have plans to manufacture our own brands of quartz movements and mechanical movements in-house. To manufacture our own brands of quartz and mechanical movements in-house, we would need to acquire watch movement facilities in China and invest in new equipment and research and development. We expect that up to $5.5 million will be required to obtain the equipment and facilities to manufacture branded proprietary watch movements. Our plan to acquire manufacturing facilities and equipment to manufacture our own brand of quartz and mechanical movements in-house is still underway and we have identified certain targets for negotiations and will disclose in due course. We also have plans to expand our operation and sales force in China in 2008. Currently, we are looking for opportunities to establish our retail network in China through teaming up with fashion, apparel or accessories chain stores in China to market our completed watches in China. We may be required to raise the appropriate amount of capital needed for our future operations from future equity sales or through debt financings. Failure to obtain funding when needed may force us to delay, reduce, or eliminate our plans to manufacture our own watch movement parts. We may not be able to obtain additional financial resources when necessary or on terms favorable to us, if at all, and any available additional financing may not be adequate. Moreover, new equity securities issued in financings, including any shares of Series A Convertible Preferred Stock or any new series of preferred stock authorized by our Board of Directors, may have greater rights, preferences or privileges than our existing common stock. To the extent stock is issued or options and warrants are exercised, holders of our common stock will experience further dilution.
Based on our current plans, we believe that cash on hand, cash flow from operations and funds available under our bank facilities will be sufficient to fund our capital needs for the next 12 months. However, our ability to maintain sufficient liquidity depends partially on our ability to achieve anticipated levels of revenue, while continuing to control costs. If we did not have sufficient available cash, we would have to seek additional debt or equity financing through other external sources, which may not be available on acceptable terms, or at all. Failure to maintain financing arrangements on acceptable terms would have a material adverse effect on our business, results of operations and financial condition.
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Off-Balance Sheet Arrangements
Other than the Escrow Agreement and Escrow Shares, as described above, we do not have any off-balance sheet debt, nor do we have any transactions, arrangements or relationships with any special purpose entities.
Contractual Obligations
Other than those commitments and obligations being entered into in the normal course of business, we do not have any additional, material capital commitments and obligations due to other parties.
Inflation and Seasonality
Inflation and seasonality have not had a significant impact on our operations during the last two fiscal years.
New Accounting Pronouncements
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurement” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that fiscal year, including any financial statements for an interim period within that fiscal year. The provisions of this statement should be applied prospectively as of the beginning of the fiscal year in which this statement is initially applied, except in some circumstances where the statement shall be applied retrospectively. We are currently evaluating the effect, if any, of SFAS 157 on our financial statements. Management currently does not believe the adoption of SFAS 157 will have a material impact on our consolidated financial statements.
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On February 15, 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of SFAS No. 115” (“SFAS 159”). The fair value option established by SFAS 159 permits all entities to choose to measure eligible items at fair value at specified election dates. A business entity will report unrealized gains and losses on items for which the fair value option has been elected in earnings (or another performance indicator if the business entity does not report earnings) at each subsequent reporting date. The fair value option: (a) may be applied instrument by instrument, with a few exceptions, such as investments otherwise accounted for by the equity method; (b) is irrevocable (unless a new election date occurs); and (c) is applied only to entire instruments and not to portions of instruments. SFAS 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of SFAS 157. We have not chosen to early adopt this statement. Management currently does not believe the adoption of SFAS 159 will have a material impact on our consolidated financial statements.
In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations” (“SFAS 141(R)”), which requires an acquirer to measure the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at their fair values on the acquisition date, with goodwill being the excess value over the net identifiable assets acquired. SFAS 141(R) is effective for financial statements issued for fiscal years beginning after December 15, 2008. Early adoption is prohibited. We do not anticipate that the adoption of the above standards will have a material impact on our current or future consolidated financial statements.
In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements” (“SFAS 160”), which clarifies that a noncontrolling interest in a subsidiary should be reported as equity in the consolidated financial statements. The calculation of earnings per share will continue to be based on income amounts attributable to the parent. SFAS 160 is effective for financial statements issued for fiscal years beginning after December 15, 2008. Early adoption is prohibited. The Company does not anticipate that the adoption of the above standards will have a material impact on it current or future consolidated financial statements.
Credit Risk. We are exposed to credit risk from our cash at bank, fixed deposits and contract receivables. The credit risk on cash at bank and fixed deposits is limited because the counterparts are recognized financial institutions. Contract receivables are subject to credit evaluations. As we are getting more new customers and offering credit terms, financial efficiency, we believe that cash flow and controlling bad debt and late payment become more and more important. We carry out thorough research through public filing records available on our new customers, coupled with the employment of business intelligence information provider, before extending any credit to new customers. Different levels of credit periods and credit limits are granted to different customers according to their size, financial position, business position and payment history, among other factors, in order to offer the right credit terms to our customers to enhance competitiveness yet manage the risk. We have not recorded bad debt since inception.
Foreign Currency Risk. The functional currency of our company is the Hong Kong Dollar (HKD). In the future, we expect Renminbi (RMB) also to be a functional currency. Substantially all of our operations are conducted in the PRC. Our sales and purchases are conducted within the PRC in HKD and in the future will include RMB. Conversion of RMB into foreign currencies is regulated by the People’s Bank of China through a unified floating exchange rate system. Although the PRC government has stated its intention to support the value of the RMB, there can be no assurance that such exchange rate will not again become volatile or that the RMB will not devalue significantly against the U.S. Dollar. Exchange rate fluctuations may adversely affect the value, in U.S. Dollar terms, of our net assets and income derived from its operations in the PRC. In addition, the RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions.
36
Country Risk. The substantial portion of our business, assets and operations are located and conducted in Hong Kong and China. While these economies have experienced significant growth in the past twenty years, growth has been uneven, both geographically and among various sectors of the economy. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures benefit the overall economy of Hong Kong and China, but may also have a negative effect on us. For example, our operating results and financial condition may be adversely affected by government control over capital investments or changes in tax regulations applicable to us. If there are any changes in any policies by the Chinese government and our business is negatively affected as a result, then our financial results, including our ability to generate revenues and profits, will also be negatively affected.
The information required by this Item 8 is incorporated by reference to the Financial Statements of Asia Time Corporation beginning at page F-1 of this Form 10-K.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Not applicable.
Evaluation of disclosure controls and procedures
As of December 31, 2007, our sole executive officer, who is our Chief Executive Officer (CEO) and our Chief Financial Officer (CFO), performed an evaluation of the effectiveness of and the operation of our disclosure controls and procedures as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act. Based on that evaluation, our CEO/CFO concluded that our disclosure controls and procedure as of December 31, 2007 had significant deficiencies that caused our controls and procedures to be ineffective. These deficiencies consisted of inadequate staffing and supervision that could lead to the untimely identification and resolution of accounting and disclosure matters and failure to perform timely and effective reviews. In addition, there are deficiencies in the recording and classification of accounting transactions and a lack of personnel with expertise in US generally accepted accounting principles and US Securities and Exchange Commission rules and regulations.
We are in the process of improving our controls and procedures in an effort to remediate these deficiencies through improving supervision, education, and training of our accounting staff. We have hired two third-party financial consultants to review and analyze our financial statements and assist us improve our reporting of financial information. Our management and Board of Directors, with assistance from outside financial consultants, conducted a review and analysis of our accounting treatment for (i) our inventory by adjusting watch movement costing for the effects of vendor incentives from an as received basis to an accrual basis, (ii) the share exchange transaction that we conducted in January 2007, (iii) stock-based compensation related to an escrow agreement that our CEO/CFO entered into with investors in our January 2007 private placement. Based on the review, we concluded that we misapplied accounting principles generally accepted in the United States of America and we restated our financial statements for the periods over the past two years.
Management intends to seek additional qualified in house accounting personnel, such as a chief financial officer, or third-party accounting personnel to ensure that management will have adequate resources in order to attain complete reporting of financial information disclosures in a timely matter. We believe that the remedial steps that we take will address the conditions identified by our CEO/CFO as significant deficiencies in our disclosure controls and procedures. Additional effort is needed to fully remedy these deficiencies and we are continuing our efforts to improve and strengthen our control processes and procedures. We also intend to engage outside consultants to assist us in assessing and improving our internal controls and procedures. We believe that the remedial steps that we take will address the conditions identified by our CEO/CFO as significant deficiencies in our disclosure controls and procedures. We will continue to monitor the effectiveness of these new internal policies. Our CEO/CFO believes that there are no material inaccuracies, or omissions of material facts necessary to make the statements not misleading in light of the circumstances in which they were made, in this Form 10-K.
37
Management’s Annual Report on Internal Control over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.
Our management, with the participation of our CEO/CFO, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2007. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework. Based on this evaluation, our management, with the participation of CEO/CFO, concluded that, as of December 31, 2007, our internal control over financial reporting was effective.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.
Changes in internal control over financial reporting
There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) or Rule 15d-15(d) under the Exchange Act that occurred during the quarter ended December 31, 2007 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None.
38
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item 10 is incorporated by reference from our definitive proxy statement on Schedule 14A which will be filed before the end of the 120-day period immediately following the end of our 2007 fiscal year, or, if our definitive proxy statement is not filed within that time, the information will be filed as part of an amendment to this Annual Report on Form 10-K/A, not later than the end of the 120-day period.
Item 11. Executive Compensation
The information required by this Item 11 is incorporated by reference from our definitive proxy statement on Schedule 14A which will be filed before the end of the 120-day period immediately following the end of our 2007 fiscal year, or, if our definitive proxy statement is not filed within that time, the information will be filed as part of an amendment to this Annual Report on Form 10-K/A, not later than the end of the 120-day period.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item 12 is incorporated by reference from our definitive proxy statement on Schedule 14A which will be filed before the end of the 120-day period immediately following the end of our 2007 fiscal year, or, if our definitive proxy statement is not filed within that time, the information will be filed as part of an amendment to this Annual Report on Form 10-K/A, not later than the end of the 120-day period.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item 13 is incorporated by reference from our definitive proxy statement on Schedule 14A which will be filed before the end of the 120-day period immediately following the end of our 2007 fiscal year, or, if our definitive proxy statement is not filed within that time, the information will be filed as part of an amendment to this Annual Report on Form 10-K/A, not later than the end of the 120-day period.
Item 14. Principal Accounting Fees and Services
The information required by this Item 14 is incorporated by reference from our definitive proxy statement on Schedule 14A which will be filed before the end of the 120-day period immediately following the end of our 2007 fiscal year, or, if our definitive proxy statement is not filed within that time, the information will be filed as part of an amendment to this Annual Report on Form 10-K/A, not later than the end of the 120-day period.
PART IV
Item 15. Exhibits, Financial Statement Schedules
1. Financial Statements: See “Index to Consolidated Financial Statements” in Part II, Item 8 of this Annual Report on Form 10-K.
2. Financial Statement Schedule: Not applicable.
3. Exhibits: The exhibits listed in the accompanying “Exhibit Index” are filed or incorporated by reference as part of this Form 10-K.
39
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kowloon, Hong Kong, on March 31, 2008.
Asia Time Corporation | |||
/s/ Kwong Kai Shun | |||
Kwong Kai Shun Chief Executive Officer, Chief Financial Officer and Chairman of the Board |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
SIGNATURE | TITLE | DATE | ||
/s/ Kwong Kai Shun | Chief Executive Officer, Chief Financial Officer and Chairman of the Board | March 31, 2008 | ||
Kwong Kai Shun | (Principal Executive Officer; Principal Financial and Accounting Officer) | |||
/s/ Michael Mak | Director and Corporate Secretary | March 31, 2008 | ||
Michael Mak | ||||
/s/ Lee Siu Po | Director | March 31, 2008 | ||
Lee Siu Po | ||||
/s/ Dr. Leung Ching Wah | Director | March 31, 2008 | ||
Dr. Leung Ching Wah | ||||
Director | ||||
Wu Hok Lun |
40
EXHIBIT INDEX
Exhibit No. | Exhibit Description | |
2.1 | Share Exchange Agreement, dated as of December 15, 2006, by and among the Registrant, Kwong Kai Shun and Times Manufacture & E-Commerce Corporation, Limited (incorporated by reference from Exhibit 2.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on January 29, 2007). | |
3.1 | Certificate of Incorporation (incorporated by reference from Exhibit 3.1 to the Registration Statement on Form 10-SB (File No. 000-51981) filed with the Securities and Exchange Commission on May 5, 2006). | |
3.2 | Bylaws (incorporated by reference from Exhibit 3.2 to the Registration Statement on Form 10-SB (File No. 000-51981) filed with the Securities and Exchange Commission on May 5, 2006). | |
3.3 | Articles of Merger Effecting Name Change (incorporated by reference from Exhibit 3.3 to Current Report on Form 8-K filed with the Securities and Exchange Commission on January 29, 2007). | |
3.4 | Certificate Of Designations, Preferences And Rights Of Series A Convertible Preferred Stock (incorporated by reference from Exhibit 3.4 to Current Report on Form 8-K filed with the Securities and Exchange Commission on January 29, 2007). | |
4.1 | Specimen Certificate of Common Stock (incorporated by reference to Exhibit 4.1 of the Registrant's Registration Statement on Form SB-2 filed August 20, 2004). | |
4.2 | Trust Deed, dated November 13, 2007, by and between the Registrant and The Bank of New York, London Branch (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 16, 2007). | |
4.3 | Paying and Conversion Agency Agreement, dated November 13, 2007, by and among the Registrant, The Bank of New York, and The Bank of New York, London Branch (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 16, 2007). | |
4.4 | Warrant Instrument, dated November 13, 2007, by and between the Registrant and ABN AMRO Bank N.V. (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 16, 2007). | |
4.5 | Warrant Agency Agreement, dated November 13, 2007 among the Registrant, The Bank of New York and The Bank of New York, London Branch (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 16, 2007). | |
4.6 | Registration Rights Agreement, dated November 13, 2007, by and between the Registrant and ABN AMRO Bank N.V. (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 16, 2007). | |
10.1 | Form of Subscription Agreement dated as of January 23, 2007 and February 9, 2007 (incorporated by reference from Exhibit 10.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2007). | |
10.1(a) | Form of Amendment No. 1 dated as of July 20, 2007 to Subscription Agreement (incorporated by reference from Exhibit 10.1(a) to Registration Statement on Form S-1 filed with the Securities and Exchange Commission on December 18, 2007). | |
10.1(b) | Form of Amendment No. 2 dated as of December 16, 2007 to Subscription Agreement (incorporated by reference from Exhibit 10.1(b) to Registration Statement on Form S-1 filed with the Securities and Exchange Commission on December 18, 2007, 2008). | |
10.2 | Form of Agreement between Kwong Kai Shun and Investors of Series A Convertible Preferred Stock (incorporated by reference from Exhibit 10.2 to Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 26, 2007). | |
10.2(a) | Amendment No. 1 to Agreement between Kwong Kai Shun and Investors of Series A Convertible Preferred Stock, dated June 30, 2007 (incorporated by reference to Exhibit 10.2(a) of the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 26, 2007). |
41
10.2(b) | Form of Amendment No. 2 to Agreement between Kwong Kai Shun and Investors of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 10.2(b) of the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on December 18, 2007). | |
10.3 | Subscription Agreement, dated October 31, 2007, by and between the Registrant and ABN AMRO Bank N.V. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 16, 2007). | |
10.4 | Registration Rights Agreement dated January 23, 2007 entered into by and between the Registrant and Affiliates of WestPark Capital, Inc. (incorporated by reference to Exhibit 10.4 of the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on December 18, 2007). | |
21.1 | List of Subsidiaries (incorporated by reference from Exhibit 21.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on January 29, 2007). | |
31.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1* | Certifications of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
* | This exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings. |
42
ASIA TIME CORPORATION
(FORMERLY SRKP 9, INC.)
CONSOLIDATED FINANCIAL STATEMENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE | ||||
Report of Independent Registered Public Accounting Firm | F-2 | |||
Consolidated Balance Sheets | F-3 | |||
Consolidated Statements of Operations | F-5 | |||
Consolidated Statements of Stockholders’ Equity | F-6 | |||
Consolidated Statements of Cash Flows | F-7 | |||
Notes to Consolidated Financial Statements | F-9 |
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Asia Time Corporation
(Formerly SRKP 9, Inc.)
We have audited the accompanying consolidated balance sheets of Asia Time Corporation (the “Company”) and its subsidiaries (collectively referred to as the “Group”) as of December 31, 2007 and 2006, and the related consolidated statements of operations, stockholders’ equity and cash flows for the years ended December 31, 2007, 2006 and 2005. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 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 consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of December 31, 2007 and 2006, and the consolidated results of their operations and their cash flows for the years ended December 31, 2007, 2006 and 2005, in conformity with accounting principles generally accepted in the United States of America.
Dominic K.F. Chan & Co
Certified Public Accountants
Hong Kong
March 20, 2008
F-2
ASIA TIME CORPORATION
(Formerly SRKP 9, Inc.)
CONSOLIDATED BALANCE SHEETS
(Stated in US Dollars)
At December 31, | ||||||||||
Notes | 2007 | 2006 | ||||||||
$ | $ | |||||||||
ASSETS | ||||||||||
Current Assets : | ||||||||||
Cash and cash equivalents | 6,258,119 | 316,621 | ||||||||
Restricted cash | 8,248,879 | 4,523,679 | ||||||||
Accounts receivable | 14,341,989 | 8,188,985 | ||||||||
Prepaid expenses and other receivables | 7 | 7,704,999 | 2,101,133 | |||||||
Tax prepayment | - | 767 | ||||||||
Inventories, net | 8 | 12,370,970 | 6,246,185 | |||||||
Prepaid lease payments | - | 22,958 | ||||||||
Total Current Assets | 48,924,956 | 21,400,328 | ||||||||
Deferred tax assets | 6 | 29,929 | 14,042 | |||||||
Property and equipment, net | 9 | 1,891,709 | 890,258 | |||||||
Leasehold lands | 10 | - | 895,322 | |||||||
Held-to-maturity investments | 11 | 300,231 | 301,196 | |||||||
Intangible assets | 12 | 48,012 | 337,836 | |||||||
Restricted cash | 256,476 | 257,301 | ||||||||
TOTAL ASSETS | 51,451,313 | 24,096,283 | ||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||
LIABILITIES | ||||||||||
Current Liabilities : | ||||||||||
Accounts payable | 1,310,809 | 770,360 | ||||||||
Other payables and accrued liabilities | 13 | 132,507 | 190,358 | |||||||
Income taxes payable | 2,293,887 | 1,387,571 | ||||||||
Bank borrowings | 15 | 20,438,479 | 13,205,167 | |||||||
Total Current Liabilities | 24,175,682 | 15,553,456 | ||||||||
Convertible bond payables | 16 | 345,461 | - | |||||||
Deferred tax liabilities | 6 | 56,953 | 31,711 | |||||||
TOTAL LIABILITIES | 24,578,096 | 15,585,167 | ||||||||
COMMITMENTS AND CONTINGENCIES | 20 |
F-3
ASIA TIME CORPORATION
(Formerly SRKP 9, Inc.)
CONSOLIDATED BALANCE SHEETS (Cont’d)
(Stated in US Dollars)
At December 31, | ||||||||||
Notes | 2007 | 2006 | ||||||||
$ | $ | |||||||||
STOCKHOLDERS’ EQUITY | ||||||||||
Preferred stock | 17 | |||||||||
Par value: US$0.0001 | ||||||||||
Authorized: 2007 - 10,000,000 shares | ||||||||||
Issued and outstanding: 2007 - 2,250,348 issued (2006 - none) | 225 | - | ||||||||
Common stock | 17 | |||||||||
Par value: US$0.0001 | ||||||||||
Authorized: 100,000,000 shares | ||||||||||
Issued and outstanding: 2007 - 23,156,629 shares (2006 - 19,454,420 shares) | 2,316 | 1,946 | ||||||||
Additional paid-in capital | 13,481,036 | 654,298 | ||||||||
Accumulated other comprehensive income | (28,404 | ) | 7,470 | |||||||
Retained earnings | 13,418,044 | 7,847,402 | ||||||||
TOTAL STOCKHOLDERS’ EQUITY | 26,873,217 | 8,511,116 | ||||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 51,451,313 | 24,096,283 |
See notes to consolidated financial statements
F-4
ASIA TIME CORPORATION
(Formerly SRKP 9, Inc.)
CONSOLIDATED STATEMENT OF OPERATIONS
(Stated in US Dollars)
Year ended December 31, | |||||||||||||
Notes | 2007 | 2006 | 2005 | ||||||||||
$ | $ | $ | |||||||||||
Net sales | 96,962,693 | 81,134,275 | 63,078,409 | ||||||||||
Cost of sales | 21 | (83,119,825 | ) | (71,496,801 | ) | (57,026,036 | ) | ||||||
Gross profit | 13,842,868 | 9,637,474 | 6,052,373 | ||||||||||
Other operating income | 3 | 617,913 | 424,016 | 938,573 | |||||||||
Depreciation | (332,153 | ) | (325,995 | ) | (259,127 | ) | |||||||
Administrative and other operating expenses | (4,595,126 | ) | (1,284,863 | ) | (1,436,069 | ) | |||||||
Income from operations | 9,533,502 | 8,450,632 | 5,295,750 | ||||||||||
Fees and costs related to reverse merger | (741,197 | ) | - | - | |||||||||
Non-operating income | 4 | 233,379 | 237,571 | 156,199 | |||||||||
Interest expenses | 5 | (1,477,514 | ) | (1,060,536 | ) | (514,637 | ) | ||||||
Income before taxes | 7,548,170 | 7,627,667 | 4,937,312 | ||||||||||
Income taxes | 6 | (1,977,528 | ) | (1,307,728 | ) | (911,687 | ) | ||||||
Net income | 5,570,642 | 6,319,939 | 4,025,625 | ||||||||||
Earnings per share of common stock | |||||||||||||
- Basic | 0.24 | 0.32 | 0.21 | ||||||||||
- Diluted | 0.22 | 0.32 | 0.21 | ||||||||||
Weighted average shares of common stock | |||||||||||||
- Basic | 22,923,339 | 19,454,420 | 19,454,420 | ||||||||||
- Diluted | 25,388,026 | 19,454,420 | 19,454,420 |
See notes to consolidated financial statements.
F-5
ASIA TIME CORPORATION
(Formerly SRKP 9, Inc.)
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
(Stated in US Dollars)
Accumulated | |||||||||||||||||||||||||
Additional | other | ||||||||||||||||||||||||
Preferred stock | Common stock | paid-in | comprehensive | Retained | |||||||||||||||||||||
Shares | Amount | Shares | Amount | capital | income | earnings | Total | ||||||||||||||||||
$ | $ | $ | $ | $ | $ | ||||||||||||||||||||
Balance, January 1, 2005 | - | - | 19,454,420 | 1,946 | 652,488 | 412 | 591,059 | 1,245,905 | |||||||||||||||||
Issuance of shares (Note 1) | - | - | - | - | 30,000 | - | - | 30,000 | |||||||||||||||||
Restructuring (Note 1) | - | - | - | - | (28,190 | ) | - | - | (28,190 | ) | |||||||||||||||
Comprehensive income | |||||||||||||||||||||||||
Net income | - | - | - | - | - | - | 4,025,625 | 4,025,625 | |||||||||||||||||
Foreign currency translation adjustments | - | - | - | - | - | 13,137 | - | 13,137 | |||||||||||||||||
Total comprehensive income | - | - | - | - | - | 13,137 | 4,025,625 | 4,038,762 | |||||||||||||||||
Dividends | - | - | - | - | - | - | (642,848 | ) | (642,848 | ) | |||||||||||||||
Balance, December 31, 2005 | - | - | 19,454,420 | 1,946 | 654,298 | 13,549 | 3,973,836 | 4,643,629 | |||||||||||||||||
Comprehensive income | |||||||||||||||||||||||||
Net income | - | - | - | - | - | - | 6,319,939 | 6,319,939 | |||||||||||||||||
Foreign currency translation adjustments | - | - | - | - | - | (6,079 | ) | - | (6,079 | ) | |||||||||||||||
Total comprehensive income | - | - | - | - | - | (6,079 | ) | 6,319,939 | 6,313,860 | ||||||||||||||||
Dividends | - | - | - | - | - | - | (2,446,373 | ) | (2,446,373 | ) | |||||||||||||||
Balance, December 31, 2006 | - | - | 19,454,420 | 1,946 | 654,298 | 7,470 | 7,847,402 | 8,511,116 | |||||||||||||||||
Originally issued on Jan. 3, 2006; deemed issued on Jan. 23, 2007 for reverse merger purposes | - | - | 2,700,000 | 270 | (270 | ) | - | - | - | ||||||||||||||||
Issued in connection with 1.371188519 - for-1 retroactive stock split | - | - | 1,002,209 | 100 | (100 | ) | - | - | - | ||||||||||||||||
Adjustment to SRKP 9 accounts to reflect reverse merger | - | - | - | - | (7,999 | ) | - | - | (7,999 | ) | |||||||||||||||
Gross proceeds from shares sold in offering - initial closing | 1,749,028 | 175 | - | - | 2,053,009 | - | - | 2,053,184 | |||||||||||||||||
Gross proceeds from shares sold in offering - final closing | 501,320 | 50 | - | - | 588,448 | - | - | 588,498 | |||||||||||||||||
Stock based compensation | - | - | - | - | 2,433,650 | - | - | 2,433,650 | |||||||||||||||||
Stock warrants & conversion feature (Note 16) | - | - | - | - | 7,760,000 | - | - | 7,760,000 | |||||||||||||||||
Comprehensive income | |||||||||||||||||||||||||
Net income | - | - | - | - | - | - | 5,570,642 | 5,570,642 | |||||||||||||||||
Foreign currency translation adjustments | - | - | - | - | - | (35,874 | ) | - | (35,874 | ) | |||||||||||||||
Total comprehensive income | - | - | - | - | - | (35,874 | ) | 5,570,642 | 5,542,238 | ||||||||||||||||
Balance, December 31, 2007 | 2,250,348 | 225 | 23,156,629 | 2,316 | 13,481,036 | (28,404 | ) | 13,418,044 | 26,873,217 |
See notes to consolidated financial statements.
F-6
ASIA TIME CORPORATION
(Formerly SRKP 9, Inc.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated in US Dollars)
Year ended December 31, | ||||||||||
2007 | 2006 | 2005 | ||||||||
$ | $ | $ | ||||||||
Cash flows from operating activities | ||||||||||
Net income | 5,570,642 | 6,319,939 | 4,025,625 | |||||||
Adjustments to reconcile net income to net cash (used in) provided by operating activities : | ||||||||||
Stock based compensation | 2,433,650 | - | - | |||||||
Amortization of bond discount and bond interest | 345,461 | - | - | |||||||
Amortization of intangible assets | 123,977 | 154,436 | 154,438 | |||||||
Amortization of leasehold lands | - | 23,247 | 7,968 | |||||||
Depreciation | 332,153 | 325,995 | 259,127 | |||||||
Loss on disposal of plant and equipment | 5,411 | 7,715 | - | |||||||
Gain on disposal of intangible assets | (425,256 | ) | (210,594 | ) | - | |||||
Income taxes | 1,977,528 | 1,307,728 | 911,687 | |||||||
Changes in operating assets and liabilities : | ||||||||||
Accounts receivable | (6,176,551 | ) | (3,369,347 | ) | (1,445,937 | ) | ||||
Prepaid expenses and other receivables | (5,583,145 | ) | (1,706,789 | ) | 334,759 | |||||
Inventories | (6,142,119 | ) | 50,990 | (2,421,140 | ) | |||||
Accounts payable | 542,798 | (462,658 | ) | (573,017 | ) | |||||
Other payables and accrued liabilities | (57,206 | ) | 45,445 | 103,007 | ||||||
Income taxes payable | (1,056,985 | ) | (701,921 | ) | (199,079 | ) | ||||
Unearned revenue | — | (1,593,280 | ) | (1,603,082 | ) | |||||
Net cash flows (used in) provided by operating activities | (8,109,642 | ) | 190,906 | (445,644 | ) | |||||
Cash flows from investing activities | ||||||||||
Acquisition of leasehold lands | - | (618,025 | ) | (330,884 | ) | |||||
Acquisition of held-to-maturity investments | - | - | (301,007 | ) | ||||||
Acquisition of property and equipment | (426,815 | ) | (544,678 | ) | (243,504 | ) | ||||
Proceeds from disposal of property and equipment | 320 | 2,031 | - | |||||||
Proceeds from disposal of intangible assets | 589,893 | 300,849 | - | |||||||
Net cash flows provided by (used in) investing activities | 163,398 | (859,823 | ) | (875,395 | ) | |||||
Cash flows from financing activities | ||||||||||
Proceeds from insurance of series A convertible preferred stock | 2,641,682 | - | - | |||||||
Issuance of convertible bonds | 7,760,000 | - | - | |||||||
Proceeds from new short-term bank loans | 5,368,934 | 1,700,622 | 346,622 | |||||||
Repayment of short-term bank loans | (4,636,670 | ) | (525,535 | ) | (408,211 | ) | ||||
Net advancement of other bank borrowings | 6,561,682 | 1,789,269 | 2,946,182 | |||||||
Increase in restricted cash | (3,738,065 | ) | (484,997 | ) | (755,170 | ) | ||||
(Decrease) increase in bank overdrafts | (21,484 | ) | 199,893 | (250,997 | ) | |||||
Advance from a related party | (33,000 | ) | (28,763 | ) | (60,511 | ) | ||||
Dividends paid | - | (2,446,373 | ) | (642,848 | ) | |||||
Net cash flows provided by financing activities | 13,903,079 | 204,116 | 1,175,067 |
F-7
ASIA TIME CORPORATION
(Formerly SRKP 9, Inc.)
CONSOLIDATED STATEMENTS OF CASH FLOWS (Cont’d)
(Stated in US Dollars)
Year ended December 31, | ||||||||||
2007 | 2006 | 2005 | ||||||||
$ | $ | $ | ||||||||
Net increase (decrease) in cash and cash equivalents | 5,956,835 | (464,801 | ) | (145,972 | ) | |||||
Effect of foreign currency translation on cash and cash equivalents | (15,337 | ) | 1,332 | 14,575 | ||||||
Cash and cash equivalents - beginning of year | 316,621 | 780,090 | 911,487 | |||||||
Cash and cash equivalents - end of year | 6,258,119 | 316,621 | 780,090 | |||||||
Supplemental disclosures for cash flow information : | ||||||||||
Cash paid for : | ||||||||||
Interest | 1,197,386 | 1,060,536 | 514,637 | |||||||
Income taxes | 1,056,985 | 701,921 | 199,079 |
See notes to consolidated financial statements.
F-8
ASIA TIME CORPORATION
(Formerly SRKP 9, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Stated in US Dollars)
1. | Organization and nature of operations |
Asia Time Corporation (the “Company”), formerly SRKP 9, Inc., was incorporated in the State of Delaware on January 3, 2006. Effective January 23, 2007, the Company changed its name from SRKP 9, Inc. to Asia Time Corporation.
Recapitalization
The Company entered into an Exchange Agreement dated December 15, 2006 (the “Exchange Agreement”) with Times Manufacture & E-Commerce Corporation Limited, a British Virgin Islands corporation (“Times Manufacture”), and Kwong Kai Shun, the sole shareholder of Times Manufacture (“Original Shareholder”). The closing of the Exchange Agreement occurred on January 23, 2007.
The Company effected a 1.371188519-for-one stock reverse split in the course of the share exchange process such that there were 3,702,209 shares of common stock outstanding immediately prior to the closing of the Exchange Agreement. These financial statements give retroactive effect to this share split.
At the closing of the Exchange Agreement, the Company acquired all of the capital shares of Times Manufacture from the Original Shareholder, in exchange for which the Company issued 19,454,420 shares of its Common Stock to the Original Shareholder. The 19,454,420 shares of common stock issued to the Original Shareholder in conjunction with this transaction have been presented as outstanding for all periods presented.
The Original Shareholder of Times Manufacture acquired 84% of the Company’s issued and outstanding common stock in conjunction with the completion of the Exchange Agreement. Therefore, although Times Manufacture became the Company’s wholly-owned subsidiary, the transaction was accounted for as a recapitalization in the form of a reverse merger of Times Manufacture, whereby Times Manufacture was deemed to be the accounting acquirer and was deemed to have retroactively adopted the capital structure of SRKP 9, Inc. Since the transaction was accounted for as a reverse merger, the accompanying consolidated financial statements reflect the historical consolidated financial statements of Times Manufacture for all periods presented, and do not include the historical financial statements of SRKP 9, Inc. All costs associated with the reverse merger transaction were expensed as incurred.
The Company agreed to register the 1,999,192 shares of common stock that were held by certain of the Company’s shareholders immediately prior to the closing of the Exchange Agreement. If the Company fails to register 1,999,192 shares due to failure on the part of the Company, additional shares of its common stock shall be issued to the respective shareholders in the amount of 0.0333% of their respective shares for each calendar day until the registration becomes effective. There is no maximum potential consideration to be transferred in connection with the registration of these shares. The Company agreed to file a registration statement no later than the tenth day after the end of the six month period that immediately follows the filing date of the initial registration statement (the "Required Filing Date"). The Company agreed to use
F-9
ASIA TIME CORPORATION
(Formerly SRKP 9, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)
(Stated in US Dollars)
1. | Organization and nature of operations (Cont’d) |
reasonable best efforts to cause such registration statement to become effective within 120 days after the Required Filing Date or the actual filing date, whichever is earlier, or 150 days after the Required Filing Date or the actual filing date, whichever is earlier, if the registration statement is subject to a full review by the Securities and Exchange Commission (“SEC”). In addition, the Company agreed to use its reasonable best efforts to maintain the registration statement effective for a period of 24 months at the Company's expense.
Restructuring
For the purpose of the reverse takeover transaction (“RTO”), the companies comprising the group underwent a restructuring in December 2005 (the “Restructuring”), and the Company acquired all of the outstanding and issued shares of common stock of its subsidiaries (including Times Manufacturing & E-Commerce Corporation Limited (“TMEHK”), Billion Win International Enterprise Limited (“BW”), Citibond Industrial Limited (“CI”), Goldcome Industrial Limited (“GI”) and Megamooch International Limited (“MI”)) from their then existing stockholders in consideration for the issuance of 20,000 shares with a designated value of $1.00 of the company’s voting common stock, representing 99.99% of the voting power in the company.
Before acquisition of TME HK group, TME HK acquired all of the outstanding and issued shares of common stock of its subsidiaries (including BW, CI, GI and MI) from their then existing stockholders in consideration for the issuance of 10,000 shares with a designated value of $1.00 of TME HK’s voting common stock.
Corporate Structure - Before Restructuring
F-10
ASIA TIME CORPORATION
(Formerly SRKP 9, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)
(Stated in US Dollars)
1. | Organization and nature of operations (Cont’d) |
Corporate Structure - After Restructuring
Description of business
The Company and its subsidiaries (together, the “Group”) are engaged in sales to distributors of completed watches and watch components.
Name of company | Place and date of incorporation | Issued and fully paid capital | Principal activities | |||
Times Manufacture & E-Commerce Corporation Ltd | British Virgin Islands March 21, 2002 | US$20,002 Ordinary | Investment holding | |||
Times Manufacturing & E-Commerce Corporation Ltd (“TME HK”) | British Virgin Islands January 2, 2002 | US$20,000 Ordinary | Investment holding | |||
Billion Win International Enterprise Ltd (“BW”) | Hong Kong March 5, 2001 | HK$5,000,000 Ordinary | Trading of watch components | |||
Goldcome Industrial Ltd (“GI”) | Hong Kong March 2, 2001 | HK$10,000 Ordinary | Trading of watch components | |||
Citibond Industrial Ltd (“CI”) | Hong Kong February 28, 2003 | HK$1,000 Ordinary | Trading of watch components | |||
Megamooch International Ltd (“MI”) | Hong Kong April 2, 2001 | HK$100 Ordinary | Trading of watches and watch components | |||
TME Enterprise Ltd | British Virgin Islands November 28, 2003 | US$2 Ordinary | Investment holding | |||
Citibond Design Ltd | British Virgin Islands August 1, 2003 | US$2 Ordinary | Inactive | |||
Megamooch Online Ltd | British Virgin Islands June 6, 2003 | US$2 Ordinary | Trading of watches and watch components |
F-11
ASIA TIME CORPORATION
(Formerly SRKP 9, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)
(Stated in US Dollars)
2. | Summary of significant accounting policies |
The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”).
Principle of Consolidation
The consolidated financial statements include the accounts of Asia Time Corporation and its subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation.
Use of estimates
The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management of the Group to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include the recoverability of the carrying amount of property and equipment, intangible assets; the collectibility of accounts receivable; the realizability of deferred tax assets; the realizability of inventories; and amounts recorded for contingencies. These estimates are often based on complex judgments and assumptions that management believes to be reasonable but are inherently uncertain and unpredictable. Actual results may differ from those estimates.
Concentrations of credit risk
Financial instruments that potentially subject the Group to significant concentrations of credit risk consist principally of accounts receivable. The Group extends credit based on an evaluation of the customer’s financial condition, generally without requiring collateral or other security. In order to minimize the credit risk, the management of the Group has delegated a team responsibility for determination of credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. Further, the Group reviews the recoverable amount of each individual trade debt at each balance sheet date to ensure that adequate impairment losses are made for irrecoverable amounts. In this regard, the directors of the Group consider that the Group’s credit risk is significantly reduced.
Restricted cash
Certain cash balances are held as security for short-term bank borrowings and are classified as restricted cash in the Company’s balance sheets.
F-12
ASIA TIME CORPORATION
(Formerly SRKP 9, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)
(Stated in US Dollars)
2. | Summary of significant accounting policies (Cont’d) |
Accounts receivable
Accounts receivable are stated at original amount less an allowance made for doubtful receivables, if any, based on a review of all outstanding amounts at the year end. An allowance is also made when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. Bad debts are written off when identified. The Group extends unsecured credit to customers in the normal course of business and believes all accounts receivable in excess of the allowances for doubtful receivables to be fully collectible. The Group does not accrue interest on trade accounts receivable.
The Group has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis credit evaluations are preferred on all customers requiring credit over a certain amount.
During the years ended December 31, 2007, 2006 and 2005, the Group did not experience any bad debts and, accordingly, did not make any allowance for doubtful debts.
Inventories
Inventories are stated at the lower of cost or market. Cost is determined on a first-in, first-out basis and includes only purchase costs. There are no significant freight charges, inspection costs and warehousing costs incurred for any of the periods presented. In assessing the ultimate realization of inventories, management makes judgments as to future demand requirements compared to current or committed inventory levels. The Company has vendor arrangements on the purchase of watch movements providing for price reduction paid in the form of additional watch movements. The percentage of additional movements to be received by the Company from these vendors is estimated and inventory costs are reduced to reflect the effect of these additional movements on the actual cost of the items in inventory. During the years ended December 31, 2007, 2006 and 2005, the Company did not make any allowance for slow-moving or defective inventories.
Leasehold lands
Leasehold lands, representing upfront payment for land use rights, are capitalized at their acquisition cost and amortized using the straight-line method over the lease terms.
F-13
ASIA TIME CORPORATION
(Formerly SRKP 9, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)
(Stated in US Dollars)
2. | Summary of significant accounting policies (Cont’d) |
Intangible assets
Intangible assets with limited useful lives are stated at cost less accumulated amortization and accumulated impairment losses.
Amortization of intangible assets is provided using the straight-line method over their estimated useful lives as follows:
Trademarks | 20 | % | ||
Websites | 20 | % |
Held-to-maturity investments
The Company’s policies for investments in debt and equity securities are as follows:
Non-derivative financial assets with fixed or determinable payments and fixed maturities that the company has the positive ability and intention to hold to maturity are classified as held-to-maturity securities. Held-to-maturity securities are initially recognized in the balance sheet at fair value plus transaction costs. Subsequently, they are stated in the balance sheet at amortized cost using the effective interest method less any identified impairment losses.
Investments are recognized/derecognized on the date the Company commits to purchase/sell the investments or they expire.
Property and equipment
Property and equipment are stated at cost less accumulated depreciation.
Depreciation of property and equipment is provided using the straight-line method over their estimated useful lives as follows:-
Land and buildings | over the unexpired lease term | |||
Furniture and fixtures | 20 - 25 | % | ||
Office equipment | 25 - 33 | % | ||
Machinery and equipment | 25 - 33 | % | ||
Moulds | 33 | % | ||
Motor vehicles | 25 - 33 | % |
F-14
ASIA TIME CORPORATION
(Formerly SRKP 9, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)
(Stated in US Dollars)
2. | Summary of significant accounting policies (Cont’d) |
Property and equipment (Cont’d)
Property and equipment, and intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated.
Revenue recognition
Sales of goods represent the invoiced value of goods, net of sales returns, trade discounts and allowances.
The Company recognizes revenue when the goods are delivered and the customer takes ownership and assumes risk of loss, collection of the relevant receivable is probable, persuasive evidence of an arrangement exists, and the sales price is fixed or determinable. The Company provides pre and post sales service to its customers related to inventory management information in order to facilitate and manage sales to customers. By providing such services to keep track of customers’ inventory levels, the Company can manage and replenish inventory levels on a timely basis. The Company’s integration, design and development and management services provide customers with watch design assistance, components outsourcing or other project support, and are generally completed prior to a sale and do not continue post-delivery. There is no requirement that these services be provided for a sale to take place, nor is there any objective or reliable evidence of a separate fair value, or if no longer offered or ceased to be offered would a right of return be created for the goods sold. The Company believes these services are part of the sales process and are not a customer deliverable, and are therefore charged to selling expense or cost of sales, as appropriate.
Advertising and promotion expenses
Advertising and promotion expenses are charged to expense as incurred.
For the year ended December 31, 2007, no advertising and promotion expenses were incurred.
Advertising and promotion expenses amounted to $2,502 and $19,718 during 2006 and 2005, respectively, and are included in administrative and other operating expenses.
F-15
ASIA TIME CORPORATION
(Formerly SRKP 9, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)
(Stated in US Dollars)
2. | Summary of significant accounting policies (Cont’d) |
Income taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
In June 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of Statement of Financial Accounting Standards No. 109 (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in tax positions. This interpretation requires that an entity recognizes in the consolidated financial statements the impact of a tax position, if that position is more likely than not of being sustained upon examination, based on the technical merits of the position. The adoption of FIN 48 did not have any impact on the Group’s results of operations or financial condition for the year ended December 31, 2007. As of the date of the adoption of FIN 48, the Group has no material unrecognized tax benefit which would favorably affect the effective income tax rate in future periods. The Group has elected to classify interest and penalties related to unrecognized tax benefits, if and when required, as part of income tax expense in the consolidated statements of operations.
Comprehensive income
Other comprehensive income refers to revenues, expenses, gains and losses that under U.S. GAAP are included in comprehensive income but are excluded from net income as these amounts are recorded as a component of stockholders’ equity. The Company’s other comprehensive income represented foreign currency translation adjustments.
Foreign currency translation
The functional currency of the Group is Hong Kong dollars (“HK$”). The Group maintains its financial statements in the functional currency. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchanges rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods.
F-16
ASIA TIME CORPORATION
(Formerly SRKP 9, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)
(Stated in US Dollars)
2. | Summary of significant accounting policies (Cont’d) |
Foreign currency translation
For financial reporting purposes, the financial statements of the Group which are prepared using the functional currency have been translated into United States dollars. Assets and liabilities are translated at the exchange rates at the balance sheet dates and revenue and expenses are translated at the average exchange rates and stockholders’ equity is translated at historical exchange rates. Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustment to other comprehensive income, a component of stockholders’ equity.
2007 | 2006 | 2005 | ||||||||
Year end HK$ : US$ exchange rate | 7.7980 | 7.7730 | 7.7535 | |||||||
Average yearly HK$ : US$ exchange rate | 7.8014 | 7.7783 | 7.7778 |
Fair value of financial instruments
The carrying values of the Group’s financial instruments, including cash and cash equivalents, restricted cash, trade and other receivables, deposits, trade and other payables approximate their fair values due to the short-term maturity of such instruments. The carrying amounts of borrowings approximate their fair values because the applicable interest rates approximate current market rates.
F-17
ASIA TIME CORPORATION
(Formerly SRKP 9, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)
(Stated in US Dollars)
2. | Summary of significant accounting policies (Cont’d) |
Basic and diluted earnings per share
The Company computes earnings per share (“EPS’) in accordance with Statement of Financial Accounting Standards No. 128, “Earnings per Share” (“SFAS No. 128”), and SEC Staff Accounting Bulletin No. 98 (“SAB 98”). SFAS No. 128 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.
The calculation of diluted weighted average common shares outstanding for the year ended December 31, 2007 is based on the estimate fair value of the Company’s common stock during such periods applied to warrants and options using the treasury stock method to determine if they are dilutive. The Convertible Bond is included on an “as converted “basis when these shares are dilutive.
The following tables are a reconciliation of the weighted average shares used in the computation of basic and diluted earnings per share for the periods presented:
2007 | 2006 | 2005 | ||||||||
$ | $ | $ | ||||||||
Numerator for basic and diluted earnings per share: | ||||||||||
Net income | 5,570,642 | 6,319,939 | 4,025,625 | |||||||
Denominator: | ||||||||||
Basic weighted average shares | 22,923,339 | 19,454,420 | 19,454420 | |||||||
Effect of dilutive securities | 2,464,687 | - | - | |||||||
Diluted weighted average shares | 25,388,026 | 19,454,420 | 19,454,420 | |||||||
Basic earnings per share: | 0.24 | 0.32 | 0.21 | |||||||
Diluted earnings per share: | 0.22 | 0.32 | 0.21 |
F-18
ASIA TIME CORPORATION
(Formerly SRKP 9, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)
(Stated in US Dollars)
2. | Summary of significant accounting policies (Cont’d) |
Comparative amounts
Certain amounts included in the prior years consolidated financial statements have been reclassified to conform to the current year’s presentation. These reclassifications had no effect on reported total assets, liabilities, shareholders’ equity, or net income.
Interest rate risk
The Group is exposed to interest rate risk arising from short-term variable rate borrowings from time to time. The Group’s future interest expense will fluctuate in line with any change in borrowing rates. The Group does not have any derivative financial instruments as of December 31, 2007 and 2006 and believes its exposure to interest rate risk is not material.
Stock-Based Compensation
Effective January 1, 2006, the Company adopted SFAS No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123R”), a revision to SFAS No. 123, “Accounting for Stock-Based Compensation”. SFAS 123R requires that the Company measure the cost of employee services received in exchange for equity awards based on the grant date fair value of the awards, with the cost to be recognized as compensation expense in the Company’s financial statements over the vesting period of the awards. Accordingly, the Company recognizes compensation cost for equity-based compensation for all new or modified grants issued after December 31, 2005. The Company did not have equity awards outstanding at December 31, 2005.
The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with EITF 96-18, “Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services”, and EITF 00-18, “Accounting Recognition for Certain Transactions involving Equity Instruments Granted to Other Than Employees”, whereas the value of the stock compensation is based upon the measurement date as determined at either (a) the date at which a performance commitment is reached or (b) at the date at which the necessary performance to earn the equity instruments is complete.
The Company did not recognize any stock-based compensation during the years ended December 31, 2006 and 2005. During the year ended December 31, 2007, the Company recorded $2,433,650 as a charge to operations to recognize the grant date fair value of stock-based compensation in conjunction with the Escrow Agreement described at Note 17.
F-19
ASIA TIME CORPORATION
(Formerly SRKP 9, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)
(Stated in US Dollars)
2. | Summary of significant accounting policies (Cont’d) |
Recent accounting pronouncements
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurement” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that fiscal year, including any financial statements for an interim period within that fiscal year. The provisions of this statement should be applied prospectively as of the beginning of the fiscal year in which this statement is initially applied, except in some circumstances where the statement shall be applied retrospectively. The Company is currently evaluating the effect, if any, of SFAS 157 on its financial statements. Management currently does not believe the adoption of SFAS 157 will have a material impact on the Group’s consolidated financial statements.
On February 15, 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of SFAS No. 115” (“SFAS 159”). The fair value option established by SFAS 159 permits all entities to choose to measure eligible items at fair value at specified election dates. A business entity will report unrealized gains and losses on items for which the fair value option has been elected in earnings (or another performance indicator if the business entity does not report earnings) at each subsequent reporting date. The fair value option: (a) may be applied instrument by instrument, with a few exceptions, such as investments otherwise accounted for by the equity method; (b) is irrevocable (unless a new election date occurs); and (c) is applied only to entire instruments and not to portions of instruments. SFAS 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of SFAS 157. Management currently does not believe the adoption of SFAS 159 will have a material impact on the Group’s consolidated financial statements.
In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations” (“SFAS 141(R)”), which requires an acquirer to measure the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at their fair values on the acquisition date, with goodwill being the excess value over the net identifiable assets acquired. SFAS 141(R) is effective for financial statements issued for fiscal years beginning after December 15, 2008. Early adoption is prohibited. The Company does not anticipate that the adoption of the above standards will have a material impact on it current or future consolidated financial statements
In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements” (“SFAS 160”), which clarifies that a noncontrolling interest in a subsidiary should be reported as equity in the consolidated financial statements. The calculation of earnings per share will continue to be based on income amounts attributable to the parent. SFAS 160 is effective for financial statements issued for fiscal years beginning after December 15, 2008. Early adoption is prohibited. The Company does not anticipate that the adoption of the above standards will have a material impact on it current or future consolidated financial statements
F-20
ASIA TIME CORPORATION
(Formerly SRKP 9, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)
(Stated in US Dollars)
3. | Other operating income |
Year ended December 31, | ||||||||||
2007 | 2006 | 2005 | ||||||||
$ | $ | $ | ||||||||
Commission income | - | - | 771,432 | |||||||
Gain on disposal of intangible assets | 424,103 | 210,594 | - | |||||||
License fee of intangible assets | 130,745 | 167,138 | 167,141 | |||||||
Rental income | 63,065 | 46,284 | - | |||||||
617,913 | 424,016 | 938,573 |
4. | Non-operating income |
Year ended December 31, | ||||||||||
2007 | 2006 | 2005 | ||||||||
$ | $ | $ | ||||||||
Bank interest income | 214,217 | 208,854 | 76,358 | |||||||
Dividend income | 11,957 | 8,977 | 4,481 | |||||||
Insurance compensation | - | - | 8,325 | |||||||
Net exchange gains | 3,335 | 1,078 | 1,302 | |||||||
Other interest income | 25 | 18,635 | 49,440 | |||||||
Sundry income | 3,845 | 27 | 16,293 | |||||||
233,379 | 237,571 | 156,199 |
5. | Interest expenses |
Year ended December 31, | ||||||||||
2007 | 2006 | 2005 | ||||||||
$ | $ | $ | ||||||||
Interest on trade related bank loans | 1,066,581 | 981,184 | 457,983 | |||||||
Interest and amortization on bonds | 345,461 | - | - | |||||||
Interest on short-term bank loans | 22,267 | 25,322 | 6,254 | |||||||
Interest on bank overdrafts | 42,654 | 54,030 | 45,302 | |||||||
Interest on other loans | 551 | - | 5,098 | |||||||
1,477,514 | 1,060,536 | 514,637 |
F-21
ASIA TIME CORPORATION
(Formerly SRKP 9, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)
(Stated in US Dollars)
6. | Income taxes |
Year ended December 31, | ||||||||||
2007 | 2006 | 2005 | ||||||||
Hong Kong profits tax | $ | $ | $ | |||||||
Current year | 1,968,120 | 1,311,479 | 948,933 | |||||||
Over provision in prior year | - | (21,408 | ) | (37,246 | ) | |||||
1,968,120 | 1,290,071 | 911,687 | ||||||||
Deferred taxes | 9,408 | 17,657 | - | |||||||
1,977,528 | 1,307,728 | 911,687 |
The Company’s subsidiaries operating in Hong Kong are subject to profits tax of 17.5% on the estimated assessable profits during the years.
The Company’s subsidiaries that are incorporation in the British Virgin Islands are not subject to income taxes under that jurisdiction.
A reconciliation of income tax expense to the amount computed by applying the Hong Kong statutory tax rate to the income before taxes in the consolidated income statement is as follows:
Year ended December 31, | ||||||||||
2007 | 2006 | 2005 | ||||||||
$ | $ | $ | ||||||||
Income before taxes | 7,548,170 | 7,627,667 | 4,937,312 | |||||||
Provision for income taxes at Hong Kong | ||||||||||
income tax rate | 1,320,929 | 1,334,842 | 864,030 | |||||||
Change in valuation allowance | 4,150 | 486 | 50,918 | |||||||
Non-taxable items | (74,407 | ) | (43,870 | ) | (14,147 | ) | ||||
Non-deductible items | 726,856 | 7,363 | 27 | |||||||
Others | - | 8,907 | 45,927 | |||||||
1,977,528 | 1,307,728 | 911,687 |
F-22
ASIA TIME CORPORATION
(Formerly SRKP 9, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)
(Stated in US Dollars)
The major components of deferred tax recognized in the consolidated balance sheets as of December 31, 2007, 2006 and 2005 are as follows:
6. | Income taxes (Cont’d) |
At December 31 | ||||||||||
2007 | 2006 | 2005 | ||||||||
$ | $ | $ | ||||||||
Temporary difference on accelerated tax | ||||||||||
depreciation on plant and equipment | 27,024 | 17,669 | - | |||||||
Deferred tax liabilities, net | 27,024 | 17,669 | - | |||||||
Recognized in the balance sheet: | ||||||||||
Net deferred tax assets | (29,929 | ) | (14,042 | ) | - | |||||
Net deferred tax liabilities | 56,953 | 31,711 | - | |||||||
27,024 | 17,669 | - |
Deferred tax assets of the Company relating to the tax effect of the change in valuation allowance of the Company has not been accounted for in the financial statements for the years ended December 31, 2007, 2006 and 2005 as management determined that it was more likely than not that these tax losses would not be utilized in the foreseeable future. There was no other significant unprovided deferred taxation of the Company at the balance sheet dates.
7. | Prepaid expenses and other receivables |
At December 31, | ||||||||||
2007 | 2006 | 2005 | ||||||||
$ | $ | $ | ||||||||
Rental receivable | - | 46,314 | - | |||||||
Interest receivable | 24,696 | 20,218 | - | |||||||
Purchase deposits | 7,553,332 | 1,530,372 | 361,221 | |||||||
Sales proceeds of intangible assets receivable | - | 301,042 | - | |||||||
Other deposits and prepayments | 126,971 | 203,187 | 33,015 | |||||||
7,704,999 | 2,101,133 | 394,236 |
The purchase deposits represented advanced payments to suppliers for merchandises of inventories.
8. | Inventories |
At December 31 | ||||||||||
2007 | 2006 | 2005 | ||||||||
$ | $ | $ | ||||||||
Merchandises, at cost - completed watches | 2,148,638 | 1,745,648 | 3,630,754 | |||||||
Merchandises, at cost - watch movements | 10,222,332 | 4,500,537 | 2,682,868 | |||||||
12,370,970 | 6,246,185 | 6,313,622 |
No inventories were written off during the years ended December 31, 2007, 2006 and 2005.
F-23
ASIA TIME CORPORATION
(Formerly SRKP 9, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)
(Stated in US Dollars)
9. | Property and equipment |
At December 31, | ||||||||||
2007 | 2006 | 2005 | ||||||||
$ | $ | $ | ||||||||
Cost | ||||||||||
Land and buildings | 1,188,043 | 242,350 | 104,008 | |||||||
Furniture and fixtures | 488,901 | 492,866 | 478,811 | |||||||
Office equipment | 146,752 | 145,911 | 137,410 | |||||||
Machinery and equipment | 320,595 | 321,626 | 128,974 | |||||||
Moulds | 774,558 | 384,665 | 230,863 | |||||||
Motor vehicles | 74,475 | 45,928 | 26,375 | |||||||
2,993,324 | 1,633,346 | 1,106,441 | ||||||||
Accumulated depreciation | ||||||||||
Land and buildings | 68,525 | 8,441 | 2,542 | |||||||
Furniture and fixtures | 331,751 | 237,508 | 140,271 | |||||||
Office equipment | 128,165 | 100,612 | 68,766 | |||||||
Machinery and equipment | 157,294 | 93,475 | 32,447 | |||||||
Moulds | 379,548 | 276,936 | 153,139 | |||||||
Motor vehicles | 36,332 | 26,116 | 26,375 | |||||||
1,101,615 | 743,088 | 423,540 | ||||||||
Net | ||||||||||
Land and buildings | 1,119,518 | 233,909 | 101,466 | |||||||
Furniture and fixtures | 157,150 | 255,358 | 338,540 | |||||||
Office equipment | 18,587 | 45,299 | 68,644 | |||||||
Machinery and equipment | 163,301 | 228,151 | 96,527 | |||||||
Moulds | 395,010 | 107,729 | 77,724 | |||||||
Motor vehicles | 38,143 | 19,812 | - | |||||||
1,891,709 | 890,258 | 682,901 |
Depreciation expenses included in administrative and other operating expenses for the years ended 2007, 2006 and 2005 are $332,153, $325,995, $259,127 respectively.
As at December, 2006, 2005 and 2004, the carrying amount of land and buildings pledged as security for the Group’s banking facilities amounted to $1,121,531, $233,909 and $101,466 respectively.
F-24
ASIA TIME CORPORATION
(Formerly SRKP 9, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)
(Stated in US Dollars)
10. | Leasehold lands |
At December 31 | ||||||||||
2007 | 2006 | 2005 | ||||||||
$ | $ | $ | ||||||||
Cost | 949,514 | 949,514 | 331,924 | |||||||
Accumulated amortization | - | (31,234 | ) | (7,992 | ) | |||||
Transfer to property and equipment | (949,514 | ) | - | - | ||||||
Net | - | 918,280 | 323,932 | |||||||
Analyzed for reporting purposes as: | ||||||||||
Current asset | - | 22,958 | 7,993 | |||||||
Non-current asset | - | 895,322 | 315,939 | |||||||
- | 918,280 | 323,932 |
Amortization expenses included in administrative and other operating expenses for the years ended 2007, 2006 and 2005 are $Nil, $23,247 and $7,968 respectively.
As at December, 2007, 2006 and 2005, the carrying amount of leasehold lands pledged as security for the Group’s banking facilities amounted to $Nil, $918,280, $323,932 respectively.
11. | Held-to-maturity investments |
At December 31, | ||||||||||
2007 | 2006 | 2005 | ||||||||
$ | $ | $ | ||||||||
Hang Seng Capital Guarantee Investment Fund | ||||||||||
- 30,000 units at $10 each, interest rate at 10.5% in 3.75 years | ||||||||||
Cost | 300,231 | 301,196 | 301,954 |
As at December, 2007, 2006 and 2005, the carrying amount of held-to-maturity investments pledged as security for the Group’s banking facilities amounted to $300,231, $301,196 and $301,954 respectively.
F-25
ASIA TIME CORPORATION
(Formerly SRKP 9, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)
(Stated in US Dollars)
12. | Intangible assets |
At December 31, | ||||||||||
2007 | 2006 | 2005 | ||||||||
$ | $ | $ | ||||||||
Cost | ||||||||||
Trademarks | 200,051 | 200,695 | 201,199 | |||||||
Websites | - | 421,459 | 573,418 | |||||||
200,051 | 622,154 | 774,617 | ||||||||
Accumulated amortization | ||||||||||
Trademarks | 152,039 | 112,389 | 72,431 | |||||||
Websites | - | 171,929 | 118,037 | |||||||
152,039 | 284,318 | 190,468 | ||||||||
Net | ||||||||||
Trademarks | 48,012 | 88,306 | 128,768 | |||||||
Websites | - | 249,530 | 455,381 | |||||||
48,012 | 337,836 | 584,149 |
Amortization expenses included in administrative and other operating expenses for the years ended 2007, 2006 and 2005 are $ 92,884, $154,436 and $154,438 respectively.
Estimated aggregate future amortization expenses for the succeeding three years as of December 31, 2007 were as follows:
$ | ||||
2008 | 48,012 |
13. | Other payables and accrued liabilities |
At December 31, | ||||||||||
2007 | 2006 | 2005 | ||||||||
$ | $ | $ | ||||||||
Accrued expenses | 92,249 | 181,352 | 145,249 | |||||||
Sales deposits received | 40,258 | 9,006 | - | |||||||
132,507 | 190,358 | 145,249 |
F-26
ASIA TIME CORPORATION
(Formerly SRKP 9, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)
(Stated in US Dollars)
14. | Advance from a related party |
Advance from a related party for working capital is as follows:
At December 31, | ||||||||||
2007 | 2006 | 2005 | ||||||||
$ | $ | $ | ||||||||
Advance from a director | - | - | 28,854 |
The above advance is interest-free, unsecured and has no fixed repayment terms.
15. | Bank borrowings |
At December 31 | ||||||||||
2007 | 2006 | 2005 | ||||||||
$ | $ | $ | ||||||||
Secured: | ||||||||||
Bank overdrafts repayable on demand | 528,451 | 551,714 | 352,577 | |||||||
Repayable within one year | ||||||||||
Short term bank loans | 2,223,290 | 1,469,866 | 294,764 | |||||||
Other trade related bank loans | 17,686,738 | 11,183,587 | 9,416,788 | |||||||
20,438,479 | 13,205,167 | 10,064,129 |
As of December 31, 2007, the Company’s banking facilities are composed of the following:
Facilities granted | Granted | Amount Utilized | Unused | |||||||
$ | $ | |||||||||
Bank overdrafts | 695,662 | 528,451 | 167,211 | |||||||
Other short terms bank loans | 2,223,290 | 2,223,290 | - | |||||||
Other trade related facilities | 22,151,579 | 17,686,738 | 4,464,841 | |||||||
25,070,531 | 20,438,479 | 4,632,052 |
F-27
ASIA TIME CORPORATION
(Formerly SRKP 9, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)
(Stated in US Dollars)
15. | Bank borrowings (Cont’d) |
As of December 31, 2007, the above short-term banking borrowings were secured by the following:
(a) | first fixed legal charge over leasehold land and buildings with carrying amounts of $1,152,189 (note 10 and 11); |
(b) | charge over restricted cash of totally $8,505,354; |
(c) | charge over held-to-maturity investments of $300,231 (note 11); and |
(d) | personal guarantee executed by a director of the Company; |
(e) | Other financial covenant:- |
The bank borrowings require one of the Company’s subsidiaries to be secured by an Insurance Policy of $256,476 and a director as the insured party.
The bank borrowings require one of the Company’s subsidiaries to maintain a minimum net worth of $5,257,758.
The Company was in compliance with this requirement at December 31, 2007.
The interest rates of short-terms bank loans were at 6.25% to 8.00% per annum with various maturity rates.
The interest rates of other trade related bank loans were at Hong Kong Prime Rate minus 0.75% to 2% per annum.
16. | Convertible Bonds and Bond Warrants |
On November 13, 2007, the Company completed a financing transaction with ABN AMRO Bank N.V. (the “Subscriber ”) issuing (i) $8,000,000 Variable Rate Convertible Bonds due in 2012 (the “Bonds”) and (ii) warrants to purchase an aggregate of 600,000 shares of our common stock, subject to adjustments for stock splits or reorganizations as net forth in the warrant, that expire in 2010 (the “Warrants “).
The Bonds were subscribed at a price equal to 97% of their principal amount, which is the issue price of 100% less a 3% commission to the Subscriber. The Bonds were issued pursuant to, and are subject to the terms and conditions of, a trust deed dated November 13, 2007, as amended, between us and The Bank of New York, London Branch (the “Trust Deed “). The Bonds are also subject to a paying and conversion agency agreement dated November 13, 2007 between us, The Bank of New York, and The Bank of New York, London Branch. The terms and conditions of the Bonds, as set forth in the Trust Deed include, among other thing, the following terms:
Interest Rate. The Bonds bear cash interest from November 13, 2007 at the rate of 6% per annum for the first year after November 13, 2007 and 3% per annum thereafter, of the principal amount of the Bonds.
F-28
ASIA TIME CORPORATION
(Formerly SRKP 9, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Stated in US Dollars)
16. | Convertible Bonds and Bond Warrants (Cont’d) |
Conversion. Each Bond is convertible at the option of the holder at any time on a date that is 365 days after the date that our securities are traded on the American Stock Exchange (“AMEX”) through March 28, 2012, into shares of our common stock at an initial conversion price equal to the price per share at which shares are sold in our proposed initial public offering of common stock on the American Stock Exchange (“AMEX”) with minimum gross proceeds of $2,000,000. If no initial public offering occurs prior to conversion, the conversion price per share will be $2.00, subject to adjustment in accordance with the terms and conditions of the Bonds. The conversion price was adjusted to $3.5 based on the Company’s initial public offering completed in February 2008. The conversion price is subject to adjustment in certain events, including our issuance of additional shares of common stock or rights to purchase common stock at a per share or per share exercise or conversion price, respectively, at less than the applicable per share conversion price of the Bonds. If for the period of 20 consecutive trading days immediately prior to April 12, 2009 or February 18, 2012, the conversion price for the Bonds is higher than the average closing price for the shares, then the conversion price will be reset to such average closing price; provided that, the conversion price will not be reset lower than 70% of the then existing conversion price. In addition, the Trust Deed provides that the conversion price of the Bonds cannot be adjusted to lower than $0.25 per share of common stock (as adjusted for stock splits, stock dividends, spin-offs, rights offerings, recapitalizations and similar events).
Mandatory Redemptions. If on or before November 13, 2008, either (i) our common stock (including the shares of common stock issuable upon conversion of the Bonds and exercise of the Warrants) are not listed on AMEX OR (ii) the Bonds, Warrants, and shares underlying the Bonds and Warrants are not registered with the Securities and Exchange Commission (the “SEC”), then holders of the Bonds can require us to redeem the Bonds at 106.09% of the principal amount. In addition, at any time after November 13, 2010, holders of the Bonds can require us to redeem the Bonds at 126.51% of the principal amount. The Company is required to redeem any outstanding Bonds at 150.87% of its principal amount on November 13, 2012.
On November 13, 2007, the Company entered into a warrant instrument with the Subscriber pursuant to which the Subscriber purchased the Warrants from us (the “Warrants Instrument”). The Warrants, which are represented by a global certificate, are also subject to a warrant agency agreement by and among us, The Bank of New York and The Bank of New York, London Branch dated November 13, 2007 (the “Warrant Agency Agreement”). Pursuant to the terms and conditions of the Warrant Instrument and the Warrant Agency Agreement, the Warrants vested on November 13, 2007 and will terminate on November 13, 2010. The Bond Warrants are exercisable at a per share exercise price of $0.01. The Company has agreed to list the Warrant on AMEX, or any alternative stock exchange by November 13, 2008.
On November 13, 2007 the Company also entered into a registration rights agreement with the Subscriber pursuant to which the Company agreed to include the Bonds, the Warrants, and the shares of common stock underlying the Bonds and Warrants in a pre-effective amendment to registration statement that the Company have on file with the SEC. Subsequently, the Company verbally agreed with the Subscriber not to include the Subscriber’s securities in this registration statement and to register them in a separate registration statement to be filed promptly after the effective date of this registration statement.
F-29
ASIA TIME CORPORATION
(Formerly SRKP 9, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)
(Stated in US Dollars)
16. | Convertible Bonds and Bond Warrants (Cont’d) |
At November 13, 2007, the date of issuance, the Company determined the fair value of the Bonds to be $7,760,000. The warrants and the beneficial conversion feature were $1,652,701 and $6,107,299 respectively, which were determined under the Black-Scholes valuation method. They are included under stockholders’ equity as additional paid in capital-stock warrants and additional paid in capital-beneficial conversion feature respectively in accordance with guidance of APB 14 and EITF No. 98-5.Accordingly, the interest discount on the warrants and beneficial conversion feature were recorded, and are being amortized by the interest method of 5 years. The Beneficial Conversion Feature was calculated using a $2 conversion price. The conversion rate effective with the Company’s initial public offering in February 2008 increased to $3.5. This change in the conversion rate will result in a reduction of the Beneficial Conversion Feature by approximately $4 million dollars and will result in a reduction in additional paid in capital and increase the bonds payable. The overall result in a reduction in bond discounts.
As addressed in an earlier paragraph under Mandatory Redemptions, the Company will redeem each bond at 150.87% of its principal amount on November 13, 2012 (the maturity date). On the basis of this commitment, the Company has determined the total redemption premium to be $4,069,600, which is an addition to the original face value of the Bonds of $8,000,000. This redemption premium is to be amortized to interest expense over the term of the Bonds by the interest method. Interest expense on the accretion of redemption premium for the period from November 13, 2007 to December 31, 2007 amounted to $65,333 as disclosed in the following schedule of Convertible Bonds Payable.
Because of the fact that the $8,000,000 Variable Rate Convertible Bonds contain three separate securities and yet merged into one package, the bond security must identify its constituents and establish the individual value as determined by the Issuer as follows:
(1) | Convertible Bonds | $ | 8,000,000 | ||||
(2) | Bond Discount | $ | 240,000 | ||||
(3) | Warrants | $ | 1,652,701 | ||||
(4) | Beneficial Conversion Feature | $ | 6,107,299 |
The above items (2), (3), and (4) are to be amortized to interest expense over the term of the Bonds by the effective interest method as disclosed in the table below.
The Convertible Bonds Payable, net consists of the following:-
Year ending December 31, 2007 | $ | |||
Convertible Bonds Payable | 8,000,000 | |||
Less: Interest discount - Warrants | (1,652,701 | ) | ||
Less: Interest discount - Beneficial conversion feature | (6,107,299 | ) | ||
Less: Bond discount | (240,000 | ) | ||
Accretion of interest discount - Warrant | 44,374 | |||
Accretion of interest discount - Beneficial conversion feature | 163,977 | |||
Amortization of bond discount to interest expense | 6,444 | |||
6% Interest Payable | 65,333 | |||
Accretion of redemption premium | 65,333 | |||
Net | 345,461 |
F-30
ASIA TIME CORPORATION
(Formerly SRKP 9, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)
(Stated in US Dollars)
17. | Common stock and convertible preferred stock |
The Company conducted a private placement (“Private Placement”) pursuant to subscription agreements (the “Subscription Agreement”) entered into by the Company and certain investors. Pursuant to the Private Placement, the Company sold an aggregate of 2,250,348 shares of Series A Convertible Preferred Stock (“Series A Preferred Stock”) at $1.29 per share for aggregate gross proceeds of $2,902,947.
At the initial closing of the Private Placement on January 23, 2007, the Company sold an aggregate of 1,749,028 shares of Series A Preferred Stock. At the second and final closing of the Private Placement on February 9, 2007, the Company sold an aggregate of 501,320 shares of Series A Preferred Stock.
The shares of the Company’s Series A Preferred Stock are convertible into shares of common stock at a conversion price equal to the share purchase price, subject to adjustments. Accordingly, each share of Series A Preferred Stock is initially convertible into one share of common stock.
If the Company at any time prior to the first trading day on which the common stock is quoted on the American Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market or the New York Stock Exchange (each a “Trading Market”) sells or issues any shares of common stock in one or a series of transactions at an effective price less than such conversion price where the aggregate gross proceeds to the Company are at least $1,000,000, then the aforementioned conversion price shall be reduced to such effective price. Each share of Series A Convertible Preferred Stock shall automatically convert into shares of common stock if (i) the closing price of the common stock on the Trading Market for any 10 consecutive trading day period exceeds $3.00 per share, (ii) the shares of common stock underlying the Series A Convertible Preferred Stock are subject to an effective registration statement, and (iii) the daily trading volume of the common stock on a Trading Market exceeds 25,000 shares per day for 10 out of 20 prior trading days.
The Company agreed to file a registration statement covering the common stock underlying the Series A Convertible Preferred Stock sold in the Private Placement within 30 days of the closing of the Share Exchange pursuant to the Subscription Agreement with each investor. The Company agreed to a penalty provision with respect to its obligation to register the Series A Convertible Preferred Stock. If the Company fails to register the Series A Convertible Preferred Stock due to failure on the part of the Company, the Company will pay to the holders of Series A Convertible Preferred Stock a cash payment equal to 0.0333% of the purchase price of their respective shares for each business day of the failure. There is no maximum potential consideration to be transferred. The Company is required to file the registration statement no later than 30 days after the consummation of the Private Placement and agreed to use reasonable best efforts to cause such Registration Statement to become effective within 150 days after the closing of the Private Placement, or 180 days if the Registration Statement is subject to a full review by the SEC. The Company is also required to use its reasonable best effort to maintain the Registration Statement effective for a period of 24 months at the Company's expense.
F-31
ASIA TIME CORPORATION
(Formerly SRKP 9, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)
(Stated in US Dollars)
17. | Common stock and convertible preferred stock (Cont’d) |
The investors in the Private Placement also entered into a lock-up agreement pursuant to which they agreed not to sell their shares until our common stock begins to be listed or quoted on the New York Stock Exchange, American Stock Exchange, NASDAQ Global Market, NASDAQ Capital Market or the OTC Bulletin Board, after which their shares will automatically be released from the lock up every 30 days on a pro rata over a nine month period beginning on the date that is 30 days after listing or quotation of the shares.
In connection with the Private Placement, in January and February 2007, Kwong Kai Shun, the Company's Chairman of the Board, Chief Executive Officer and Chief Financial Officer, entered into an agreement (the “Escrow Agreement”) with the investors in the Private Placement pursuant to which Mr. Kwong agreed to place 2,326,000 shares of his common stock in escrow for possible distribution to the investors (the "Escrow Shares"). Pursuant to the Escrow Agreement, if the Company's net income for 2006 or 2007 (subject to specified adjustments) as set forth in its filings with the SEC is less than $6,300,000 or $7,700,000, respectively, a portion, if not all, of the Escrow Shares will be transferred to the investors based upon the Company's actual net income, if any, for such fiscal years. In addition, Mr. Kwong has agreed to purchase all of the shares of Series A Preferred Stock then held by such investors at a per share purchase price of $1.29 if the Company's common stock fails to be listed or quoted for trading on the American Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market or the New York Stock Exchange on or before June 30, 2007, which has been subsequently extended to March 31, 2008. The number of shares that Mr. Kwong will distribute to shareholders will be determined by the number of shares of common stock that have not been sold by the investors, multiplied by the shortfall in a valuation agreed upon by the parties. The agreed upon shortfall in valuation is calculated using the $1.29 purchase price per share of the common stock, the actual amount of net income for either 2006 or 2007 (subject to specified adjustments) and a price earnings ratio set at 5 for 2006 and 4 for 2007. In no circumstances will Mr. Kwong be required to distribute in excess of 2,326,000 shares. In the event that Mr. Kwong transfers any shares to investors, it is anticipated that the transfer will be effected under an exemption from registration pursuant to the Securities Act of 1933, as amended.
The Company has accounted for the Escrow Shares as the equivalent of a performance-based compensatory stock plan between the Company and Mr. Kwong. Accordingly, the Company determined the fair value of the stock-based compensation related to the Escrow Shares by employing a binomial tree model, which is commonly used to value performance-based equity compensation packages. The valuation model used a volatility factor of 57%, a risk-free interest rate of 5.7%, and weekly steps to incorporate various possible scenarios for net income and common stock price. The probability at each quarter-end represents the probability of achieving the annual 2006 and 2007 net income targets specified in the Escrow Agreement. This quarterly probability is a time-weighted average of the implicit probabilities of achieving each net income target. The probabilities are calculated using multi-period scenario analyses through a backward induction tree, which generated an aggregate fair value for the Escrow Shares of $2,433,650. The inputs to the valuation mode were based on actual quarterly net income and estimates made by the Company that the required annual net income would be equaled or exceeded.
F-32
ASIA TIME CORPORATION
(Formerly SRKP 9, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)
(Stated in US Dollars)
17. | Common stock and convertible preferred stock (Cont’d) |
As the performance conditions under this compensatory stock plan relate to the attainment of specific defined net income milestones for both 2006 and 2007, the Company has determined that the appropriate period over which to recognize the charge to operations for the aggregate fair value of this compensatory stock plan of $2,433,650 is the 11-month period from February 2007 through December 2007, which is the period of vesting (which is equivalent to the period of benefit), since this is the period in which the Escrow Shares are subject to the Escrow Agreement.
The Company met the 2006 and 2007 net income requirement of $6,300,000 and $7,700,000 respectively, and the Escrow Shares would be fully returned to Mr. Kwong on April 1, 2008.
If the Company pays a stock dividend on the shares of common stock, subdivide outstanding shares of common stock into a larger number of shares, combine, through a reverse stock split, outstanding shares of the common stock into a smaller number of shares or issues, in the event of a reclassification of shares of the common stock, any shares of capital stock, then the conversion price of the Series A Preferred Stock will be adjusted as follows: the conversion price will be multiplied by a fraction, of which (i) the numerator will be the number of shares of common stock outstanding immediately before one of the events described above and (ii) the denominator will be the number of shares of common stock outstanding immediately after such event.
Holder of the Series A Convertible Preferred Stock have the right to one vote per share of common stock issuable upon conversion of the shares underlying any shares of Preferred Stock outstanding as of the record date for purposes of determining which holders have the right to vote with respect to any matters brought to a vote before the Company’s holders of common stock.
In the event of any liquidation, dissolution, or winding up of the Company, the holders of the Series A Convertible Preferred Stock are entitled to receive in preference to the holders of common stock an amount per share of $1.29 plus any accrued but unpaid dividends. If the Company’s assets are insufficient to pay the above amounts in full, then all of the Company’s assets will be ratably distributed among the holders of the Series A Convertible Preferred Stock in accordance with the respective amounts that would be payable on such shares if all amounts payable were paid in full.
There are no additional specific dividend rights or redemption rights of holders of the Series A Convertible Preferred Stock.
If the Company redeems or acquired any shares of the Series A Convertible Preferred Stock are converted, those shares will resume the status of authorized but unissued shares of preferred stock and will no longer be designated as Series A Convertible Preferred Stock.
As long as any shares of Series A Convertible Preferred Stock are outstanding, the Company cannot alter or adversely change the powers, preference or rights given to the Series A Convertible Preferred Stock holders, without the affirmative vote of those holders.
F-33
ASIA TIME CORPORATION
(Formerly SRKP 9, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)
(Stated in US Dollars)
18. | Concentration of credit |
A substantial percentage of the Group's sales are made to the following customers. Details of the customers accounting for 10% or more of total net revenue are as follows:
2007 | 2006 | 2005 | ||||||||
Company A | 11 | % | 12 | % | 24 | % | ||||
Company B | - | 11 | % | 11 | % |
Details of the accounts receivable from the one customer with the largest receivable balances at December 31, 2007 and 2006 are as follows:
Percentage of accounts receivable | |||||||
2007 | 2006 | ||||||
Company A | 22 | % | 18 | % |
19. | Pension plans |
The Group participates in a defined contribution pension scheme under the Mandatory Provident Fund Schemes Ordinance “MPF Scheme” for all its eligible employees in Hong Kong.
The MPF Scheme is available to all employees aged 18 to 64 with at least 60 days of service in the employment in Hong Kong. Contributions are made by the Group’s subsidiary operating in Hong Kong at 5% of the participants’ relevant income with a ceiling of HK$20,000. The participants are entitled to 100% of the Group’s contributions together with accrued returns irrespective of their length of service with the Group, but the benefits are required by law to be preserved until the retirement age of 65. The only obligation of the Group with respect to MPF Scheme is to make the required contributions under the plan.
The assets of the schemes are controlled by trustees and held separately from those of the Group. Total pension cost was $20,265, $18,749 and $18,802 during 2007, 2006 and 2005, respectively.
F-34
ASIA TIME CORPORATION
(Formerly SRKP 9, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)
(Stated in US Dollars)
20. | Commitments and contingencies |
Operating leases commitments
The Group leases office premises under various non-cancelable operating lease agreements that expire at various dates through years 2008, with an option to renew the lease. All leases are on a fixed repayment basis. None of the leases includes contingent rentals. Minimum future commitments under these agreements payable as of December 31, 2007 are as follows:
Year ending December 31 | $ | |||
2008 | 70,047 |
Rental expenses for the years ended 2007, 2006 and 2005 were $90,295, $103,624 and $138,262 respectively.
21. | Segment Information |
SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, establishes standards for reporting information about operating segments in financial statements. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance.
For management purposes, the Group is currently organized into two major principal activities - trading of watch movements (components) and trading of completed watches. These principal activities are the basis on which the Group reports its primary segment information.
F-35
ASIA TIME CORPORATION
(Formerly SRKP 9, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)
(Stated in US Dollars)
21. | Segment Information (Cont’d) |
For the year ended December 31, 2007
Watch movements | Completed watches | Unallocated | Total | ||||||||||
$ | $ | $ | $ | ||||||||||
Sales | 86,414,118 | 10,548,575 | - | 96,962,693 | |||||||||
Cost of sales | (77,473,063 | ) | (5,646,762 | ) | - | (83,119,825 | ) | ||||||
Gross profit | 8,941,055 | 4,901,813 | - | 13,842,868 | |||||||||
Operations expenses | (1,072,410 | ) | (913,394 | ) | (2,941,475 | ) | (4,927,279 | ) | |||||
Other operating income | 63,064 | 554,849 | - | 617,913 | |||||||||
Income from operations | 7,931,709 | 4,543,268 | (2,941,475 | ) | 9,533,502 | ||||||||
Fees and costs related to reverse merger | - | - | (741,197 | ) | (741,197 | ) | |||||||
Non-operating income | 233,379 | - | - | 233,379 | |||||||||
Interest expenses | (1,132,053 | ) | - | (345,461 | ) | (1,477,514 | ) | ||||||
Income before income taxes | 7,033,035 | 4,543,268 | (4,028,133 | ) | 7,548,170 | ||||||||
Significant non-cash items: | |||||||||||||
- Gain on disposal of intangible assets | - | (425,256 | ) | - | (425,256 | ) | |||||||
- Depreciation | 180,034 | 152,119 | - | 332,153 | |||||||||
- Amortization of intangible assets | - | 123,977 | - | 123,977 | |||||||||
Segment assets | 45,349,351 | 6,101,962 | - | 51,451,313 | |||||||||
Total expenditures for additions to long-lived assets | |||||||||||||
- Property and equipment | 426,815 | - | - | 426,815 |
F-36
ASIA TIME CORPORATION
(Formerly SRKP 9, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)
(Stated in US Dollars)
21. | Segment Information (Cont’d) |
For the year ended December 31, 2006
Watch movements | Completed watches | Unallocated | Total | ||||||||||
$ | $ | $ | $ | ||||||||||
Sales | 73,047,632 | 8,086,643 | - | 81,134,275 | |||||||||
Cost of sales | (67,228,452 | ) | (4,268,349 | ) | - | (71,496,801 | ) | ||||||
Gross profit | 5,819,180 | 3,818,294 | - | 9,637,474 | |||||||||
Operations expenses | (1,396,289 | ) | (214,569 | ) | - | (1,610,858 | ) | ||||||
Other operation income | 46,264 | 377,752 | - | 424,016 | |||||||||
Income from operations | 4,469,155 | 3,981,477 | - | 8,450,632 | |||||||||
Fees and costs related to reverse merger | - | - | - | - | |||||||||
Non-operating income | 237,571 | - | - | 237,571 | |||||||||
Interest expenses | (1,060,536 | ) | - | - | (1,060,536 | ) | |||||||
Income before income taxes | 3,646,190 | 3,981,477 | - | 7,627,667 | |||||||||
Significant non-cash items: | |||||||||||||
- Gain on disposal of fixed asset | (210,594 | ) | - | - | (210,594 | ) | |||||||
- Depreciation | 159,003 | 166,992 | - | 325,995 | |||||||||
- Amortization of intangible assets | - | 154,436 | - | 154,436 | |||||||||
- Amortization of leasehold lands | 23,247 | - | - | 23,247 | |||||||||
Segment assets | 19,766,313 | 4,329,970 | - | 24,096,283 | |||||||||
Total expenditures for additions to long-lived assets | |||||||||||||
- Property and equipment | 776,252 | 386,451 | - | 1,162,703 | |||||||||
- Acquisition of held-to-maturity investments | 301,007 | - | - | 301,007 |
F-37
ASIA TIME CORPORATION
(Formerly SRKP 9, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)
(Stated in US Dollars)
21. | Segment Information (Cont’d) |
For the year ended December 31, 2005
Watch movements | Completed watches | Unallocated | Total | ||||||||||
$ | $ | $ | $ | ||||||||||
Sales | 58,843,209 | 4,235,200 | - | 63,078,409 | |||||||||
Cost of sales | (55,069,673 | ) | (1,956,363 | ) | - | (57,026,036 | ) | ||||||
Gross profit | 3,773,536 | 2,278,837 | - | 6,052,373 | |||||||||
Operations expenses | (1,270,239 | ) | (424,957 | ) | - | (1,695,196 | ) | ||||||
Other operating income | 771,431 | 167,142 | - | 938,573 | |||||||||
Income from operations | 3,274,728 | 2,021,022 | 5,295,750 | ||||||||||
Fees and costs related to reverse merger | - | - | - | - | |||||||||
Non-operating income | 156,199 | - | - | 156,199 | |||||||||
Interest expenses | (514,637 | ) | - | - | (514,637 | ) | |||||||
Income before income taxes | 2,916,290 | 2,021,022 | 4,937,312 | ||||||||||
Significant non-cash items: | |||||||||||||
- Depreciation | 183,180 | 75,947 | - | 259,127 | |||||||||
- Amortization of intangible assets | - | 154,438 | - | 154,438 | |||||||||
- Amortization of leasehold lands | 7,968 | - | - | 7,968 | |||||||||
Segment assets | 13,678,951 | 5,078,308 | - | 18,757,259 | |||||||||
Total expenditures for additions to long-lived assets | |||||||||||||
- Property and equipment | 574,388 | - | - | 574,388 |
The Group’s operations are primarily in Hong Kong and China and the Group’s sales, gross profit and total assets attributable to other geographical areas are less than 10% of the Group’s corresponding consolidated totals for the years ended December, 2007, 2006 and 2005 consequently, no segment information by geographical areas is presented.
F-38
ASIA TIME CORPORATION
(Formerly SRKP 9, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)
(Stated in US Dollars)
22. | Subsequent Events |
On January 16, 2008, the Company entered into a consulting agreement with Public Equity Group Inc. Pursuant to the agreement, Public Equity Group will provide the Company with business consulting and investor relation services and other related services. The agreement has a term of one year, unless terminated earlier with 60-days prior written notice. As consideration for entering in the agreement and compensation for Public Equity Group’s services under the agreement, the Company will issue 200,000 shares of its common stock to Public Equity Group Inc. In connection with the issuance of 200,000 shares of common stock, we expect to recognize a one-time charge to operations in the first quarter of 2008 in an amount equal to approximately $700,000, which is derived from valuing each share at $3.50, the offering price in our public offering.
On February, 12, 2008, the company’s common stock commenced trading on the American Stock Exchange.
On February 15, 2008, the Company issued 963,700 shares of common stock upon the closing of an initial public offering. The Company’s sale of common stock, which was sold indirectly by the Company to the public at a price of $3.50 per share, resulted in net proceeds of approximately $2.7 million. These proceeds were net of underwriting discounts and commissions, fees for legal and auditing services, and other offering costs. Upon the closing of the initial public offering, the Company sold to the underwriter warrants to purchase up to 83,800 shares of its common stock. The warrants are exercisable at a per share price of $4.20 and has a term of five years.
F-39