UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 30, 2005
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 000-27773
SYSCAN IMAGING, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 59-3134518
- -------- ----------
(State of incorporation) (I.R.S. Employer Identification No.)
1772 TECHNOLOGY DRIVE
SAN JOSE, CALIFORNIA 95110
(Address of principal executive offices, including zip code)
(408) 436-9888
(Issuer's telephone number, including area code)
(Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months,
and (2) has been subject to such filing requirements for the past 90 days.
Yes |X| No |_|
Indicate by check mark whether registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes |_| No |X|
The number of shares outstanding of the issuer's Common Stock, $.001 Par Value,
on November 4, 2005, was 23,592,092 shares.
Transitional Small Business Disclosure Format (check one): Yes |_| No |X|
SYSCAN IMAGING, INC.
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Page Number
Item 1. Financial Statements...................................................3
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations...........................................13
Item 3. Controls and Procedures...............................................21
PART II OTHER INFORMATION
Item 1. Legal Proceedings.....................................................21
Item 2. Changes in Securities and Small Business Issuer Purchases of
Equity Securities; Unregistered Sales of Equity Securities
and Use of Proceeds.................................................21
Item 3. Defaults Upon Senior Securities.......................................21
Item 4. Submission of Matters to a Vote of Security Holders...................22
Item 5. Other Information.....................................................22
Item 6. Exhibits .............................................................22
Signatures....................................................................22
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SYSCAN IMAGING, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2005
SEPTEMBER 30, DECEMBER 31,
2005 2004
ASSETS (UNAUDITED) (AUDITED)
----------------------------
Current assets
Cash and cash equivalents $ 1,293,566 687,403
Trade receivables, net 1,300,801 1,127,873
Inventories 936,537 496,680
Prepayments, deposits and other current assets 148,888 218,141
Due from related parties 2,173,909 2,264,987
----------------------------
Total current assets 5,853,701 4,795,084
Fixed assets, net 170,568 23,985
Intangible assets 13,493 13,493
Long-term investment 997,692 997,692
----------------------------
TOTAL ASSETS $ 7,035,454 5,830,254
============================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Bank line of credit $ 683,036 700,000
Letter of credit 104,000 233,036
Trade payables and accruals 120,580 114,528
----------------------------
Total current liabilities 907,616 1,047,564
Commitments and contingencies -- --
Stockholders' equity
Preferred stock: $0.001 par value; 2,000,000 shares authorized and 16,150
shares outstanding, Series A 5% Convertible (stated value $100) 17 --
Common stock: $0.001 par value; 50,000,000 shares authorized and
23,467,092 shares issued and outstanding 23,467 23,110
Additional paid in capital 30,043,986 25,478,263
Accumulated deficit (23,939,632) (20,718,683)
----------------------------
Total stockholders' equity 6,127,838 4,782,690
----------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 7,035,454 5,830,254
============================
SEE CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
SYSCAN IMAGING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 30
(UNAUDITED)
THREE MONTHS THREE MONTHS NINE MONTHS NINE MONTHS
ENDED ENDED ENDED ENDED
SEP. 30, 2005 SEP. 30, 2004 SEP. 30, 2005 SEP. 30, 2004
---------------------------------------------------------------
NET SALES $ 2,207,083 $ 1,954,684 $ 5,402,306 $ 4,435,632
COSTS OF SALES 1,417,317 1,303,624 3,404,243 2,958,923
---------------------------------------------------------------
GROSS PROFIT 789,766 651,060 1,998,063 1,476,709
OPERATING EXPENSES
Selling and marketing expenses 318,937 140,904 669,798 507,341
General and administrative expenses 486,308 261,425 1,133,955 602,581
Stock-based compensation cost - stock options -- -- 2,812,000 --
Research and development expenses 228,640 196,884 567,213 427,581
---------------------------------------------------------------
Total operating expenses 1,033,885 599,213 5,182,966 1,537,503
---------------------------------------------------------------
OPERATING INCOME (LOSS) (244,119) 51,847 (3,184,903) (60,794)
Other income (expense), net 5,318 1,527 15,555 4,673
---------------------------------------------------------------
NET EARNINGS (LOSS) BEFORE TAXES (238,801) 53,374 (3,169,348) (56,121)
PROVISION FOR INCOME TAXES -- -- 800 800
---------------------------------------------------------------
NET EARNINGS (LOSS) (238,801) 53,374 (3,170,148) (56,921)
Deemed dividend on preferred stock (23,202) -- (50,802) --
---------------------------------------------------------------
NET EARNINGS (LOSS) AVAILABLE TO COMMON STOCKHOLDERS $ (262,003) $ 53,374 $ (3,220,950) $ (56,921)
===============================================================
BASIC AND DILUTED LOSS PER SHARE $ (0.01) -- $ (0.14) --
===============================================================
SEE CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
SYSCAN IMAGING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30
(UNAUDITED)
2005 2004
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (3,170,148) $ (56,921)
------------ ------------
Adjustments to reconcile net loss to net cash flows provided by
(used in) operating activities
Depreciation 20,508 6,430
Stock-based compensation cost 2,812,000 --
Common stock issued for services rendered 74,796 --
Changes in assets and liabilities
(Increase) decrease trade receivables (172,928) 893,754
(Increase) decrease in inventories (439,857) (147,891)
(Increase) decrease in other current assets 69,253 (330,771)
Increase (decrease) in trade payables and accruals 6,053 (282,123)
------------ ------------
Net cash flows provided by (used in) operating activities (800,323) 82,478
CASH FLOWS FROM INVESTING ACTIVITIES
Cash acquired in reverse acquisition -- 28,288
Capital expenditures (167,091) (11,288)
------------ ------------
Net cash flows provided by (used in) investing activities (167,091) 17,000
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of preferred stock, net of offering costs 1,628,500 700,000
Net repayments under line of credit and letters of credit (146,000) --
Net repayments / advances - related parties 91,077 (970,377)
------------ ------------
Net cash flows provided by (used in) financing activities 1,573,577 (270,377)
------------ ------------
Increase (decrease) in cash and cash equivalents 606,163 (170,899)
Cash and cash equivalents, beginning of period 687,403 1,019,822
------------ ------------
Cash and cash equivalents, end of period $ 1,293,566 848,923
============ ============
Cash paid for:
Interest $ 40,984 $ 1,222
============ ============
Income taxes $ 800 800
Supplemental noncash information:
Preferred deemed dividends $ 50,802 --
============ ============
SEE CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
SYSCAN IMAGING, INC. AND SUBSIDIARIES
CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2005
(UNAUDITED)
1 - STATEMENT OF INFORMATION FURNISHED
The accompanying unaudited condensed consolidated financial statements of Syscan
Imaging, Inc. ("Syscan", "the Company", "we" or "our") have been prepared in
accordance with accounting principles generally accepted in the United States
for interim financial information and the instructions to Form 10-QSB and
Article 10 of Regulation S-X. Accordingly, they do not include all information
and disclosures necessary for a presentation of our financial position, results
of operations, and cash flows in conformity with accounting principles generally
accepted in the United States.
In the opinion of management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial position,
results of operations and cash flows for all periods presented have been made.
Preparing financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenue and
expenses. Actual results may differ from these estimates. The results of
operations for the period ended September 30, 2005 are not necessarily
indicative of the operating results that may be expected for the entire year
ending December 31, 2005. These financial statements should be read in
conjunction with the Management's Discussion and Analysis included in the
Company's financial statements and accompanying notes thereto as of and for the
year ended December 31, 2004, filed with the Company's Annual Report on Form
10-KSB. Certain amounts from prior periods have been reclassified to conform to
the current period's presentation.
The Company does not have any off-balance sheet arrangements that have, or are
reasonably likely to have, a current or future effect on our financial
condition, changes in financial condition, revenue or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
expected to be material.
2 - RECENT ACCOUNTING PRONOUNCEMENTS
In December 2004, the FASB issued SFAS No. 123 (Revised 2004) "Share-Based
Payment" ("SFAS No. 123R"). SFAS No. 123R addresses all forms of share-based
payment ("SBP") awards, including shares issued under employee stock purchase
plans, stock options, restricted stock and stock appreciation rights. SFAS No.
123R will require the Company to expense SBP awards with compensation cost for
SBP transactions measured at fair value. On March 29, 2005, the SEC issued Staff
Accounting Bulletin (SAB) 107 which expresses the views of the SEC regarding the
interaction between SFAS No. 123R and certain SEC rules and regulations and
provides the SEC's views regarding the valuation of share-based payment
arrangements for public companies. In April 2005, the SEC issued a release which
amends the compliance dates for SFAS No. 123R. We expect the adoption of SFAS
No. 123R and SAB 107 to have a material impact on the Company's financial
statements.
In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections". SFAS No. 154 replaces APB Opinion No. 20 "Accounting Changes" and
SFAS No. 3, "Reporting Accounting Changes in Interim Financial Statements". SFAS
No. 154 requires retrospective application to prior periods' financial
statements of changes in accounting principle, unless it is impracticable to
determine either the period-specific effects or the cumulative effect of the
change. We do not expect the adoption of SFAS No. 154 to have any impact on the
Company's financial statements.
3 - SIGNIFICANT ACCOUNTING POLICIES
CONCENTRATION OF CREDIT RISK
Financial instruments that potentially expose the Company to a concentration of
credit risk are as follows:
CASH HELD AT BANKS. We maintain cash balances at several banks. Accounts at each
institution are insured by the Federal Deposit Insurance Corporation up to
$100,000.
DUE TO GEOGRAPHIC SALES AND SIGNIFICANT CUSTOMERS. We operate in a single
industry segment - scanner and fax modules. We market our products in the United
States, Europe and the Asia Pacific region through our sales personnel and
independent sales representatives.
Our geographic sales as a percent of total revenue were as follows for the
quarter ended Sept. 30:
2005 2004
------ ------
United States 86.6% 95.2%
Asia Pacific 11.1% 3.1%
Europe and others 2.3% 1.7%
Our geographic sales as a percentage of
total revenue were as follows for the
nine month period ended Sept. 30:
2005 2004
------ ------
United States 86.5% 96.2%
Asia Pacific 9.6% 1.4%
Europe and others 3.9% 2.4%
Sales to major customers as a percentage of total revenues were as follows for
the quarter ended Sept. 30:
2005 2004
------ ------
Customer A 29% 42%
Customer B 23% 20%
Customer C 16% 14%
Customer D 9% 10%
Sales to major customers as a percentage of total revenues for the nine month
period ended Sept. 30:
2005 2004
------ ------
Customer A 32% 37%
Customer B 18% 20%
Customer C 14% 13%
Customer D 12% 9%
DUE TO ACCOUNTS RECEIVABLE. Financial instruments that potentially subject the
Company to a concentration of credit risk consist primarily of trade
receivables. Our customers are concentrated in the industrial/consumer
electronics channels and with major original equipment manufacturers. As of
September 30, 2005, the concentration was approximately 83% (3 customers). The
loss of any of these customers could have a material adverse effect on our
results of operations, financial position and cash flows.
DUE TO SIGNIFICANT VENDORS. For each of the periods ended September 30, 2005 and
2004, our purchases have primarily been concentrated with the wholly-owned
subsidiary of our majority stockholder. If this vendor was unable to provide
materials in a timely manner and we were unable to find alternative vendors, our
business, operating results and financial condition would be materially
adversely affected.
DUE TO PRODUCT SALES. We introduced a new product category in the third quarter
of 2005, bringing the total product categories for the period to 6. Three of our
product categories each accounted for more than 10% of our total sales for each
of the periods presented on the statement of operations. We have made positive
efforts to mitigate the impact of loss of any single category, however if any of
these products were to become obsolete or unmarketable and we were unable to
successfully develop and market alternative products, our business, operating
results and financial condition could be adversely affected.
RELATED PARTY TRANSACTIONS
A related party is generally defined as (i) any person that holds 10% or more of
the Company's securities and their immediate families, (ii) the Company's
management, (iii) someone that directly or indirectly controls, is controlled by
or is under common control with the Company, or (iv) anyone who can
significantly influence the financial and operating decisions of the Company. A
transaction is considered to be a related party transaction when there is a
transfer of resources or obligations between related parties.
The Company purchases significantly all of its finished scanner imaging products
from the parent company of its majority stockholder, Syscan Technology Holdings
Limited ("STH"). Our Chairman and CEO, Darwin Hu, was formerly the CEO of STH,
and beneficially owns approximately 5.33% of the issued and outstanding capital
stock of STH.
The following is a summary of significant related party purchases from entities
that are wholly-owned subsidiaries of STH. The transactions were carried out in
the normal course of our business.
THREE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, 2005 SEPTEMBER 30, 2004
------------------ ------------------
SYSCAN Optoelectronics Technology Co. Ltd., a
wholly-owned subsidiary of STH (purchases) -- $0.234M
SYSCAN Intervision Limited, a wholly-owned subsidiary of
STH (purchases) -- $1,199,387
SYSCAN Lab Limited Company Limited, a wholly-owned
subsidiary of STH (purchases) $1,541,616 --
------------------ ------------------
Amounts due from related parties are unsecured, interest-free and repayable on
demand and consisted of the following:
Due from STH $445,998
Due from Majority Stockholder 100,000
Due from various subsidiaries wholly-owned by STH 1,627,911
------------------
$2,173,909
==================
EARNINGS PER SHARE
Earnings (loss) per share ("EPS") is computed in accordance with SFAS No. 128
"Earnings Per Share." Basic EPS is computed using weighted average shares
outstanding. Diluted EPS is computed using weighted average shares outstanding
plus dilutive common stock equivalents. Convertible securities that could
potentially dilute basic EPS in the future, such as convertible preferred stock,
options and warrants are not included in the computation of diluted EPS because
to do so would be antidilutive. All per share and per share information are
adjusted retroactively to reflect stock splits and changes in par value. Diluted
EPS per share does not differ from basic EPS for all periods presented. As of
September 30, 2005 and 2004, the total number of outstanding common stock
equivalent shares excluded from the loss per share computation was 2,225,833 and
60,000, respectively.
The following table represents the computation of weighted average shares
outstanding:
THREE MONTHS THREE MONTHS NINE MONTHS NINE MONTHS
ENDED ENDED ENDED ENDED
9/30/05 9/30/04 9/30/05 9/30/04
-----------------------------------------------------------
Numerator-net earnings (loss) available
to common stockholders $ (262,003) $ 53,374 $ (3,220,950) $ (56,921)
-----------------------------------------------------------
Denominator:
Weighted average shares - basic EPS 23,133,415 23,110,510 23,118,120 22,429,722
Net effect of dilutive common shares -- -- -- --
-----------------------------------------------------------
Weighted average shares - diluted EPS 23,133,415 23,110,510 23,118,120 22,429,722
===========================================================
Basic and diluted EPS $ (0.01) -- $ (0.14) --
===========================================================
STOCK-BASED COMPENSATION
The Company accounts for stock-based compensation using the intrinsic value
method prescribed in Accounting Principles Board ("APB") Opinion No. 25,
"Accounting for Stock Issued to Employees." Compensation cost for stock options,
if any, is measured as the excess of the quoted market price of the Company's
stock at the date of grant over the amount an employee must pay to acquire the
stock. SFAS No.123, "Accounting for Stock-Based Compensation," established
accounting and disclosure requirements using a fair-value-based method of
accounting for stock-based employee compensation plans. The Company has elected
to remain on its current method of accounting as described above, and has
adopted the disclosure requirements of SFAS No. 123. In December 2002, the FASB
issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and
Disclosure, amending FASB No. 123, and "Accounting for Stock-Based
Compensation". This statement amends Statement No. 123 to provide alternative
methods of transition for an entity that voluntarily changes to the fair value
based method of accounting for stock-based employee compensation.
Had compensation expense for the Company's stock-based compensation plans been
determined under SFAS No. 123, based on the fair market value at the grant
dates, the Company's pro forma net earnings and pro forma net earnings per share
would have been reflected for the nine months ended September 30:
THREE MONTHS THREE MONTHS NINE MONTHS NINE MONTHS
ENDED ENDED ENDED ENDED
9/30/05 9/30/04 9/30/05 9/30/04
-----------------------------------------------------------
Net earnings (loss) available to common
stockholders, as reported $ (262,003) $ 53,374 $ (3,220,950) $ (56,921)
Less: stock-based compensation cost, net
of tax -- -- (2,847,045) (3,824)
-----------------------------------------------------------
Pro forma net earnings (loss) $ (262,003) $ 53,374 $ (6,067,995) $ (60,745)
===========================================================
Basic and diluted net loss per share
As reported $ (0.01) -- $ (0.14) --
Pro forma $ (0.01) -- $ (0.26) --
The weighted average fair value on the date of grant was $0.7695 for those
options granted in 2005. The fair value of each option grant is estimated on the
date of grant using the Black-Scholes Option pricing model with the following
weighted-average assumptions: dividend yield of 0%, expected volatility of 144%,
risk-free interest rate of 5%, and expected life of two years.
4 - STOCK OPTIONS
STOCK OPTIONS OUTSTANDING
The Company has a stock option plan, the objectives of which include attracting
and retaining the best personnel, providing for additional performance
incentives, and promoting the success of the Company by providing directors,
consultants, and key employees the opportunity to acquire common stock. The plan
is administrated by the Board of Directors, which determine among other things,
those individuals who shall receive options, the time period during which the
options may be partially or fully exercised, the number of common stock to be
issued upon the exercise of the options and the option exercise price.
The maximum term of the plan is ten years and options may be granted to
officers, directors, consultants, employees, and similar parties who provide
their skills and expertise to the Company.
Options granted under the plans have a maximum term of ten years and shall be at
an exercise price that may not be less than 85% of the fair market value of the
common stock on the date of the grant. Options are non-transferable and if a
participant ceases affiliation with the company for a reason other than death or
permanent and total disability, the participant will have 90 days to exercise
the option subject to certain extensions. In the event of death or permanent and
total disability, the option holder or their representative may exercise the
option within one (1) year. Any unexercised options that expire or that
terminate upon an employee's ceasing to be employed by the Company become
available again for issuance under the plan, subject to applicable securities
regulation. The plan may be terminated or amended at any time by the Board of
Directors. No options were forfeited, canceled or exercised during the nine
months ended September 30, 20005. Information about options outstanding and
exercisable at September 30, 2005 is summarized below:
- ------------------------------------------------------------------------------------------------------------------------------
WEIGHTED-AVERAGE WEIGHTED-AVERAGE
REMAINING WEIGHTED-AVERAGE REMAINING WEIGHTED-AVERAGE
RANGE OF EXERCISE NUMBER CONTRACTUAL LIFE EXERCISE NUMBER CONTRACTUAL EXERCISE
PRICES OUTSTANDING (YEARS) PRICE EXERCISABLE LIFE (YEARS) PRICE
- ------------------------------------------------------------------------------------------------------------------------------
$0.01 3,700,000 1.50 $0.01 1,293,333 1.50 $0.01
- ------------------------------------------------------------------------------------------------------------------------------
$0.90-$2.50 60,000 1.25 $1.17 60,000 1.25 $1.17
- ------------------------------------------------------------------------------------------------------------------------------
BOARD OF DIRECTOR APPROVED STOCK OPTIONS SUBJECT TO SHAREHOLDER APPROVAL
On April 2, 2004, the Company's Board of Directors authorized the increase in
the number of stock options available under the 2002 Stock Option Plan (the
"Plan") from 200,000 to 2,200,000. On July 21, 2004, the Company's Board of
Directors further authorized the increase in the number of stock options
available under the 2002 Stock Option Plan from 2,200,000 to 3,200,000. The
subject increases are subject to stockholder ratification at the next annual or
special meeting of stockholders, which has not been obtained as of the date this
filing.
On April 13, 2004, the Company's Board of Directors authorized an aggregate of
1,700,000 options under the Plan to certain individuals at $1.50 per share, and
expiring through April 2014. These options were canceled by the Board of
Directors on May 7, 2004. On July 21, 2004, the Company's Board of Directors
further authorized an aggregate of 2,200,000 options under the 2002 Stock Option
Plan to be issued to certain individuals at $2.00 per share and expiring through
July 2014, of which 165,000 have been canceled as a result of an employment
termination subsequent to year end and 55,000 options exercisable through May 4,
2005. The grant of the above options are subject to stockholder ratification of
the Company's increase in the number of stock options available for grant under
the Plan. The Company plans to obtain stockholder approval at its annual or
special meeting of stockholders, which has not yet been scheduled as of the date
of this filing.
On April 26, 2005, the Company entered into employment agreements with its
executive officers, the terms of which were previously approved by the
independent members of the Company's board of directors. The employment
agreements extend through 2008 and provide for a base salary, annual bonus to be
determined by the Board of Directors, termination payments, stock options,
non-competition provisions, and other terms and conditions of employment. In
addition, the Company maintains employment agreements with other key employees
with similar terms and conditions.
Total options granted under the agreements with the Company's executive officers
were 3,300,000, exercisable at $0.01 per share. One-third of the options vest on
the date of execution of the employment agreement, one-third vest on April 3,
2006 and one-third vest on April 2, 2007.
Additionally, the Company issued an aggregate of 400,000 options exercisable at
$0.01 per share to two of its key employees in connection with the execution of
employment agreements with such individuals. One-third of such options vest on
April 26, 2005, one-third vest on April 3, 2006 and one-third vest on April 2,
2007.
5 - PREFERRED STOCK
The Company has authorized 2,000,000 shares of preferred stock, of which an
aggregate of 60,000 have been designated Series A Preferred Stock and of which
18,650 shares are outstanding.
On March 15, 2005, the Company sold $1,865,000 of its Series A Convertible
Preferred Stock to institutional and accredited retail investors in a private
offering pursuant to exemption from registration under Section 4(2) of the
Securities Act of 1933, as amended (the "Securities Act"). Starboard Capital
Markets, LLC, an NASD member firm, acted as placement agent in the sale of the
Preferred Stock, for which it received $186,500 in commissions and 186,500
warrants to purchase shares of the Company's common stock at an exercise price
equal to $1.00 per share. The net proceeds of this offering to the Company after
the payment of commissions, legal fees and other expenses of the offering were
approximately $1,628,500.
During the third quarter of 2005, $250,000 of Series A Convertible Preferred
Stock (2,500 shares) were converted into 256,581 shares of commons stock (see
Note 6) resulting in total Series A Convertible Preferred Stock outstanding as
of September 30, 2005 of $1,615,000 or 16,150 shares.
In connection with the financing, the Company also issued to the purchasers
common stock purchase warrants to purchase up to an aggregate of 932,500 shares
of the Company's common stock at an exercise price of $2.00 per share. The
warrants are exercisable for a period of five years from the date of issuance.
Pursuant to a registration rights agreement, the Company has registered the
shares of common stock issuable upon conversion of the Preferred Stock and upon
exercise of the warrants with the Securities and Exchange Commission on Form
SB-2.
The warrants must be exercised by the payment of cash, except if there is no
effective registration statement covering the resale of the shares of Common
stock underlying the warrants, a holder may exercise their warrants on a
cashless basis. Holders of the warrants are entitled to full ratchet
anti-dilution protection for issuances of common stock or common stock
equivalents, prior to the effective date of the registration statement covering
the resale of the shares of common stock underlying the Preferred Stock, at less
than the exercise price of such warrants. Holders of warrants also have standard
anti-dilution protection for splits, dividends, subdivisions, distributions,
reclassifications and combinations of our common stock. None of the individual
holders of the Warrants are entitled to exercise any such Warrant held by them,
if such exercise would cause such holder to be deemed to beneficially own in
excess of 4.999% of the outstanding shares of our Common stock on the date of
issuance of such shares.
PREFERRED STOCK CONVERSION RIGHTS. All or any portion of the stated value of
Preferred Stock outstanding may be converted into common stock at anytime by the
purchasers. The initial fixed conversion price of the preferred stock is $1.00
per share ("Conversion Price"). The Conversion Price is subject to anti-dilution
protection adjustments, on a full ratchet basis, at anytime that the preferred
stock is outstanding and prior to the effective date of the registration
statement required to be filed pursuant to the Registration Rights Agreement,
upon our issuance of additional shares of common stock, or securities
convertible into common stock, at a price that is less than the then Conversion
Price.
DIVIDENDS. The Preferred Stock accrues dividends at a rate of 5% per annum,
payable semiannually on July 1 and January 1 in cash, by accretion of the stated
value or in shares of common stock. Subject to certain terms and conditions, the
decision whether to accrete dividends to the stated value of the Preferred Stock
or to pay for dividends in cash or in shares of common stock, shall be at our
discretion.
REDEMPTION. On March 15, 2008 (the "Redemption Date"), all of the outstanding
Preferred Stock shall be redeemed for a per share redemption price equal to the
stated value on the Redemption Date (the "Redemption Price"). The Redemption
Price is payable by us in cash or in shares of common stock at our discretion
and shall be paid within five trading days after the Redemption Date. In the
event we elect to pay all or some of the Redemption Price in shares of common
stock, the shares of common stock to be delivered to the purchasers shall be
valued at 85% of the fifteen-day volume weighted average price of the common
stock on the Redemption Date.
RIGHT TO COMPEL CONVERSION. If, on any date after March 15, 2006, (A) the
closing market price per share of our common stock for ten (10) consecutive
trading days equals at least $4.00 (subject to adjustment for certain events),
and (B) the average reported daily trading volume during such ten-day period
equals or exceeds 100,000 shares, then we shall have the right, at our option,
to convert, all, but not less than all, of the outstanding shares of Preferred
Stock at the Conversion Price; provided that there shall be an effective
registration statement covering the resale of the shares of common stock
underlying the preferred stock at all times during such 10-day period and during
the 30-day notice period to the holders thereof.
RESTRICTIONS ON CONVERSION OF PREFERRED STOCK. No holder of our Preferred Stock
is entitled to receive shares upon payment of dividends on the Preferred Stock,
or upon conversion of the Preferred Stock held by such holder if such receipt
would cause such holder to be deemed to beneficially own in excess of 4.999% of
the outstanding shares of our common stock on the date of issuance of such
shares (such provision may be waived by such holder upon 61 days prior written
notice to us). In addition, no individual holder is entitled to receive shares
upon payment of dividends on the Preferred Stock, or upon conversion of the
Preferred Stock held by such holder if such receipt would cause such holder to
be deemed to beneficially own in excess of 9.999% of the outstanding shares of
our common stock on the date of issuance of such shares (such provision may be
waived by such holder upon 61 days prior written notice to us).
REGISTRATION RIGHTS. Pursuant to the terms of a Registration Rights Agreement
between us and the holders of the preferred stock, we are obligated to file a
registration statement on Form SB-2 registering the resale of shares of our
common stock issuable upon conversion of the preferred stock and exercise of the
warrants. We are required to file the registration statement on or before April
24, 2005 and have the registration statement declared effective on or before
July 13, 2005. If the registration statement is not declared effective within
the timeframe described, or if the registration is suspended other than as
permitted in the Registration Rights Agreement, we will be obligated to pay each
holder a fee equal to 1.0% of such holders purchase price of the Preferred Stock
during the first 90 days, and 2.0% for each 30 day period thereafter (pro rated
for partial periods), that such registration conditions are not satisfied.
RIGHT OF FIRST REFUSAL. Subject to certain conditions, we have granted the
holders a right of first refusal, for a period until one (1) year from the
effective date of the registration statement required to be filed in connection
with the purchase of the Preferred Stock, to participate in any subsequent
financing that we conduct.
VOTING RIGHTS. Holders of the Preferred Stock shall have no voting rights.
However, so long as any shares of Preferred Stock are outstanding, we shall not,
without the affirmative vote of the holders of a majority of the shares of the
Preferred Stock then outstanding, (a) alter or change adversely the powers,
preferences or rights given to the Preferred Stock or alter or amend the Series
A Certificate of Designation, (b) authorize or create any class of stock ranking
as to dividends or distribution of assets upon a liquidation senior to or
otherwise pari passu with the Preferred Stock, (c) amend our certificate or
articles of incorporation or other charter documents so as to affect adversely
any rights of the holders of the Preferred Stock, (d) increase the authorized
number of shares of Preferred Stock, or (e) enter into any agreement with
respect to the foregoing.
LIQUIDATION PREFERENCE. Upon our liquidation, dissolution or winding up, whether
voluntary or involuntary (a "Liquidation"), the holders of the Preferred Stock
shall be entitled to receive out of our assets, whether such assets are capital
or surplus, for each share of Preferred Stock an amount equal to the stated
value per share before any distribution or payment shall be made to the holders
of any of our securities with rights junior to the Preferred Stock, and if our
assets shall be insufficient to pay in full such amounts, then the entire assets
to be distributed to the holders of the Preferred Stock shall be distributed
among such holders ratably in accordance with the respective amounts that would
be payable on such shares if all amounts payable thereon were paid in full.
ANTI-DILUTION. Holders of the Preferred Stock are entitled to full ratchet
anti-dilution protection for issuances of common stock or common stock
equivalents, prior to the effective date of the registration statement covering
the resale of the shares of common stock underlying the Preferred Stock, at less
than the Conversion Price. Holders of Preferred Stock also have standard
anti-dilution protection for splits, dividends, subdivisions, distributions,
reclassifications and combinations of our common stock.
6 - COMMON STOCK
The Company had the following equity activity during the quarter ended September
30, 2005:
o issuance of 99,996 shares of restricted common stock for investor
relations services valued at the fair market value of the services
rendered; and
o issuance of 256,581 shares of common stock for the conversion of
2,500 shares of preferred stock (see Note 5 for details) .
7 - COMMITMENTS AND CONTINGENCIES
OPERATING LEASES - The Company is committed under various non-cancelable
operating leases which expire through November 2006. Future minimum rental
commitments are as follows: 2005-$26,500 and 2006-$101,000. Rent expense charged
to operations was approximately $95,300 for the nine months ended September 30,
2005 (2004: $80,000).
LINE OF CREDIT - The Company currently has a line of credit to borrow up to
$1,000,000, bearing interest at the rate of prime plus 1% and secured by all of
the assets of the Company. Interest payments are due monthly and all unpaid
interest and principal was originally due in full on August 24, 2005, but was
extended on a month-to-month basis until the Company obtained alternate
financing and the loan was transferred (See Note 8). Upon certain events of
default as more fully described in the agreement, the default variable interest
rate increases to prime plus 3%. The Company had $316,964 available for use at
September 30, 2005. (See note 8)
LETTERS OF CREDIT - The Company issues letters of credit in the normal course of
business. Syscan had one outstanding letter of credit as of September 30, 2005
for $104,000.
EMPLOYMENT AGREEMENTS - The Company maintains employment agreements with its
executive officers which extend through 2008. The agreements provide for a base
salary, annual bonus to be determined by the Board of Directors, termination
payments, stock options, non-competition provisions, and other terms and
conditions of employment. In addition, the Company maintains employment
agreements with other key employees with similar terms and conditions.
LITIGATION, CLAIMS AND ASSESSMENTS
(I) On May 20, 2003, Syscan, Inc., the Company's wholly-owned subsidiary, filed
a lawsuit named SYSCAN, INC. V. PORTABLE PERIPHERAL CO., LTD. ("PPL"), IMAGING
RECOGNITION INTEGRATED SYSTEMS, INC., CARDREADER INC. AND TARGUS INC. (Case No.
C03-02367 VRW) in United States District Court, Northern District of California.
Syscan alleges claims against the above-mentioned parties for patent
infringement of patent nos. 6,054,707, 6,275,309 and 6,459,506, and unfair
competition. Syscan expects to continue the case unless a reasonable settlement
amount from the defendants or a licensing agreement to the satisfaction of
Syscan is entered.
Syscan is seeking: (1) a temporary restraining order, preliminary injunction and
permanent injunction against defendants, restraining defendants from patent
infringement and unfair competition; (2) treble damages due to defendants'
willful infringement; (3) punitive damages; (4) accounting of unjust enrichment
by defendants, resulting from defendants' unfair competition; and (5) attorney's
fees and costs.
The defendants are jointly represented by PPL's counsel. PPL has initiated
counterclaims against Syscan for patent invalidity. Syscan has not yet been able
to quantify its damage claim against PPL. Syscan intends to vigorously pursue
this claim and denies PPL's counterclaim of patent invalidity.
There was a hearing in the Northern District of California on October 14, 2005,
in which arguments were presented to the court on the patent validity. No
further judicial decision has been released subsequent to this hearing.
The Company experiences routine litigation in the normal course of its business
and does not believe that any pending litigation will have a material adverse
effect on the Company's financial condition, results of operations or cash
flows.
(ii) SYII's management is currently in a dispute, regarding the exchange of
assets, between Syscan Technology Holdings LTD. (STH), the parent company of our
majority stockholder, and Syscan Imaging Limited. STH claims that they have
exchanged certain tangible assets in lieu of certain long-standing intercompany
loans due SYII in the amount of $2M, however no written agreement exists. SYII
upon review of these proposed exchange of assets has determined that under U.S.
GAAP, since the proposed exchange of assets is occurring between related parties
and entities under common control, these assets would be recorded at the
historical cost basis (net book value) and would qualify as "impaired" and
accordingly, reduced to zero. The offsetting accounting entry would be a
reduction in the related party receivable for the net difference between the net
book value of the assets received and the reduction in the receivable resulting
in a charge to additional paid in capital. Management has determined that it
will not relinquish or reduce any intercompany receivable with STH until further
due diligence of the transaction can be substantiated.
8 - SUBSEQUENT EVENTS
On October 5th, the Company issued 125,000 shares of restricted common stock to
Fitzgerald Galloway Management Inc. for public/investor relations services. The
shares were valued at the fair market value of the services rendered.
On October 12th, the Company obtained a $2.5M credit line with Cathay Bank of
Cupertino California, which replaces a $1.0M credit line from another bank. (See
Note 7)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Management's discussion and analysis of financial condition and results of
operations (MD&A) is provided as a supplement to the accompanying consolidated
financial statements and footnotes to help provide an understanding of our
financial condition, changes in financial condition and results of operations.
The MD&A is organized as follows:
o OVERVIEW. This section provides a general description of our
business, as well as recent developments that we believe are
important in understanding the results of operations and to
anticipate future trends in those operations.
o CRITICAL ACCOUNTING POLICIES. This section provides an analysis of
the significant estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities.
o RECENT ACCOUNTING PRONOUNCEMENTS. This section provides an overview
of recent accounting pronouncements and their expected impact on our
financial condition and results of operations.
o RESULTS OF OPERATIONS. This section provides an analysis of our
results of operations for the periods ended September 30, 2005
compared to the same periods in 2004. A brief description is
provided of transactions and events, including related party
transactions that impact the comparability of the results being
analyzed.
o LIQUIDITY AND CAPITAL RESOURCES. This section provides an analysis
of our financial condition and cash flows as of and for the quarter
ended September 30, 2005.
The following management's discussion and analysis should be read in
conjunction with our consolidated unaudited financial statements for the three
and nine months periods ended September 30, 2005 and 2004 and related condensed
notes to those financial statements.
OVERVIEW
Management's Discussion and Analysis (MD&A) contains statements that are
forward-looking. These statements are based on current expectations and
assumptions that are subject to risks and uncertainties. Actual results could
differ materially because of factors discussed in our Form 10-KSB as filed with
the Securities and Exchange Commission on March 31, 2005, as well as other
factors which we cannot predict and that are not within our control. We
undertake no duty to update any forward-looking statement to conform the
statement to actual results or changes in our expectations.
We are in the business of developing, designing and delivering imaging
technology solutions. Our approach to research and development (R&D) is focused
on creating new deliverable and marketable technologies. We sell our products to
clients' throughout the world, including the United States, Canada, Europe,
South America, Australia and Asia. We intend to expand our business and product
offerings into the much larger image display market where we intend to leverage
our experience and expertise. We also believe that we may benefit from a level
of transfer of technologies from image capture to image display.
We design and manufacture imaging technology solutions for a worldwide
customer base. Our core business is currently focused on the manufacturing and
worldwide delivery of 20 plus mobile image-scanning products, which has allowed
us to become the largest OEM - private label manufacturer of USB driven mobile
scanning systems for a large number of major brands. Our strong intellectual
property portfolio in the imaging area consists of 19 patents with an additional
3 patents pending. We have 3 patent applications currently pending with the US
Patent & Trademark Office, 2 of which relate to image display technology and one
of which relates to image scanning.
In 2003, we began developing new technologies targeted towards the flat
panel LCD display market. A natural extension of their patented image scanning
technologies multiple products are in development with the first expected to
reach the marketplace in the second half of 2006. The products are designed to
significantly enhance picture quality, decrease power consumption, extend
product life and greatly reduce the manufacturing costs associated with
flat-panel televisions.
Our strategy continues to be to expand our image capture product line and
technology while leveraging our assets in other areas of the imaging industry.
We are actively shipping six categories of image capture products under the
TravelScan or DocketPORT marquees or their OEM counterparts. These categories
include A4-simplex format document scanners which represented approximately 13%
of our sales during the three month period ended September 30, 2005 and 20% of
our sales during the nine month period ended September 30, 2005. A4-duplex
format document scanners, our newest product introduction, which represented
approximately 4% of our sales during the three month period ended September 30,
2005 and 2% of our sales during the nine month period ended September 30, 2005.
The A6 format scanners that are ideal for ID cards & checks, is our best selling
product and represented approximately 62% and 56%, respectively, of our sales
during each of the three and nine month periods ended September 30, 2005. The A8
format that is primarily sold for use as a business card reader represented
approximately 12% and 16%, respectively, of our sales during each of the three
and nine month periods ended September 30, 2005. The A5 security document
scanner also used for ID cards and passports represented approximately 5% and
4%, respectively, of our sales during each of the three and nine month periods
ended September 30, 2005. We also manufacture and sell the Contact Image Sensor
(CIS) Modules that we use in our products and separately as a component to other
manufacturers which represented 4% of our three month sales and 3% of our nine
month sales for the period ended September 30, 2005.
For the remainder of this year, we will expand our image capture product
line with three new products. The first product is a true-duplex high-speed A4
scanner in which we have strong market interest. The second product is an A6
scanner that follows in the footsteps of the current 662 but is high speed and
will have the expanded ability of duplex scanning. The third product is a
specialized security document scanner that utilizes infrared light sources to
help in the process of identifying fraudulent or tampered with documents.
While we continue to grow our presence in image capture technology, we
have begun creating, through research and development, new technology solutions
for the substantially larger, image display market. More specifically we are
creating products and technologies to accent and enhance the Liquid Crystal
Display (LCD) and Liquid Crystal on Silicon (LCoS) television market. Our first
image display products are expected to be available for delivery during the
second half of 2006 under the SysView brand name. These SysView display products
will include highly integrated, high performance video processors that combine
state-of-the-art scaling and video processing techniques for displaying analog
and digital video/graphics on our LCoS TV products. We believe that these
products will provide advanced image processing, including High-Definition (HD)
products, that will greatly enhance display quality. The next product/technology
that we are developing is a Light Emitting Diode (LED) backlighting solution to
replace the industries current standard Cold Cathode Fluorescent Lamp (CCFL).
The principal behind this technology is related to the proprietary technology
used in our image capture products. The benefits are substantial, including
longer life, higher dimming ratio, sharper contrast, and near high definition
resolution without filters, all at a performance value.
In addition to future products and technologies in various stages of
research and development, one of our objectives is to acquire companies in the
image capture and display industry that could compliment our business model,
improve our competitive positioning and expand our offerings to the marketplace,
of which there can be no assurance. In identifying potential acquisition
candidates we will seek to acquire companies with varied distribution channels,
rich intellectual property (IP) and high caliber engineering personnel.
CRITICAL ACCOUNTING POLICIES
Our discussion and analysis is based upon our consolidated financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States. The preparation of these financial
statements requires us to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities. On an on-going basis, we evaluate our
estimates, including those related to revenue recognition, accounts receivable
and allowance for doubtful accounts, inventories, intangible and long-lived
assets, and income taxes. We base our estimates on historical experience and on
various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions.
An accounting policy is deemed to be critical if it requires an accounting
estimate to be made based on assumptions about matters that are highly uncertain
at the time the estimate is made, and if different estimates that reasonably
could have been used or changes in the accounting estimate that are reasonably
likely to occur could materially change the financial statements.
We believe the following critical accounting policies reflect our more
significant estimates and assumptions used in the preparation of our
consolidated financial statements:
REVENUE RECOGNITION
Revenues consist of sales of merchandise, including optical image
capturing devices, modules of optical image capturing devices, and chips and
other optoelectronic products. Revenue is recognized when the product is shipped
and the risks and rewards of ownership have transferred to the customer. We
recognize shipping and handling fees as revenue, and the related expenses as a
component of cost of sales. All internal handling charges are charged to
selling, general and administrative expenses.
ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS
We present accounts receivable, net of allowances for doubtful accounts,
to ensure accounts receivable are not overstated due to uncollectibility. The
allowances are calculated based on detailed review of certain individual
customer accounts, historical rates and an estimation of the overall economic
conditions affecting our customer base. We review a customer's credit history
before extending credit. If the financial condition of our customers were to
deteriorate, resulting in an impairment of their ability to make payments,
additional allowances may be required. In the event that our trade receivables
became uncollectible after exhausting all available means of collection, we
would be forced to record additional adjustments to receivables to reflect the
amounts at net realizable value. The effect of this entry would be a charge to
income, thereby reducing our net profit. Although we consider the likelihood of
this occurrence to be remote based on past history and the current status of our
accounts, there is a possibility of this occurrence.
INVENTORIES
Inventories consist of finished goods, which are stated at the lower of
cost or net realizable value, with cost computed on a first in, first-out basis.
Provision is made for obsolete, slow-moving or defective items where
appropriate. The amount of any provision of inventories is recognized as an
expense in the period the provision occurs. The amount of any reversal of any
provision is recognized as other income in the period the reversal occurs. Our
inventory purchases and commitments are made in order to build inventory to meet
future shipment schedules based on forecasted demand for our products. We
perform a detailed assessment of inventory for each period, which includes a
review of, among other factors, demand requirements, product life cycle and
development plans, component cost trends, product pricing and quality issues.
Based on this analysis, we record adjustments to inventory for excess,
obsolescence or impairment, when appropriate, to reflect inventory at net
realizable value. Revisions to our inventory adjustments may be required if
actual demand, component costs or product life cycles differ from our estimates.
In the event we were unable to sell our products, the demand for our products
diminished, other competitors offered similar or better technology, and/or the
product life cycles deteriorated causing quality issues, we would be forced to
record an adjustment to inventory for impairment or obsolescence to reflect
inventory at net realizable value. The effect of this entry would be a charge to
income, thereby reducing our net profit. Although we consider the likelihood of
this occurrence to be remote based on our forecasted demand for our products,
there is a possibility of this occurrence.
INTANGIBLE AND LONG-LIVED ASSETS
We evaluate our intangible assets and long-lived assets, which represent
goodwill, long-term investments, and fixed assets, for impairment annually and
when circumstances indicate the carrying value of an asset may not be
recoverable. If impairment exists, an adjustment is made to write the asset down
to its fair value, and a loss is recorded as the difference between the carrying
value and fair value would be charged to operations. We do not believe any
impairment exists for any of these types of assets as of September 30, 2005.
INCOME TAXES
We account for income taxes under the provisions of Statement of Financial
Accounting Standards ("SFAS" No. 109), "Accounting for Income Taxes," whereby
deferred income tax assets and liabilities are computed for differences between
the financial statements and tax bases of assets and liabilities that will
result in taxable or deductible amounts in the future, based on enacted tax laws
and rates applicable to the periods in which the differences are expected to
affect taxable income. Valuation allowances are established when necessary to
reduce deferred income tax assets to the amount expected to be realized.
CONTINGENCIES
Currently, there are no outstanding legal proceedings or claims, other
than that disclosed in Note 6 of the Consolidated Financial Statements. The
outcomes of potential legal proceedings and claims brought against us are
subject to significant uncertainty. SFAS 5, ACCOUNTING FOR CONTINGENCIES,
requires that an estimated loss from a loss contingency such as a legal
proceeding or claim should be accrued by a charge to income if it is probable
that an asset has been impaired or a liability has been incurred and the amount
of the loss can be reasonably estimated. Disclosure of a contingency is required
if there is at least a reasonable possibility that a loss has been incurred. In
determining whether a loss should be accrued we evaluate, among other factors,
the degree of probability of an unfavorable outcome and the ability to make a
reasonable estimate of the amount of loss. Changes in these factors could
materially impact our financial position or results of operations.
RECENT ACCOUNTING PRONOUNCEMENTS
In December 2004, the FASB issued SFAS No. 123 (Revised 2004) "Share-Based
Payment" ("SFAS No. 123R"). SFAS No. 123R addresses all forms of share-based
payment ("SBP") awards, including shares issued under employee stock purchase
plans, stock options, restricted stock and stock appreciation rights. SFAS No.
123R will require the Company to expense SBP awards with compensation cost for
SBP transactions measured at fair value. On March 29, 2005, the SEC issued Staff
Accounting Bulletin (SAB) 107 which expresses the views of the SEC regarding the
interaction between SFAS No. 123R and certain SEC rules and regulations and
provides the SEC's views regarding the valuation of share-based payment
arrangements for public companies. In April 2005, the SEC issued a release which
amends the compliance dates for SFAS No. 123R. We expect the adoption of SFAS
No. 123R and SAB 107 to have a material impact on the Company's financial
statements.
In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections". SFAS No. 154 replaces APB Opinion No. 20 "Accounting Changes" and
SFAS No. 3, "Reporting Accounting Changes in Interim Financial Statements". SFAS
No. 154 requires retrospective application to prior periods' financial
statements of changes in accounting principle, unless it is impracticable to
determine either the period-specific effects or the cumulative effect of the
change. We do not expect the adoption of SFAS No. 154 to have any impact on the
Company's financial statements.
RESULTS OF OPERATIONS - THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2005
COMPARED TO THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2004
REVENUE
Product revenues increased to $2,207,083 for the quarter ended September
30, 2005 from $1,954,684 for the same period in fiscal 2004, an increase of
approximately $252,399 or 12.9%. For the nine month period ended September 30,
2005 revenues were $5,402,306, an increase of $966,674, or 21.7%, from the first
nine month period of 2004 of $4,435,632. This increase in revenues for the
period is primarily the result of new product sales and marketing efforts and
improved sales performance in the Pacific Rim markets. Once again, scanner and
sensor imaging products represented over 98% of our revenues for the quarter
ended and year-to-date. During the quarter ended September 30, 2005, our top
four customers accounted for approximately 77% (2004: 86%) of total revenues.
For the nine months ended September 30, 2005, our top four customers accounted
for approximately 76% (2004:79%) of total revenues. The loss of any of these
larger clients could have a material adverse effect on our business.
COST OF SALES AND GROSS PROFIT
Cost of goods sold (COGS) includes all direct costs related to the
transfer of scanners, imaging modules and services related to the delivery of
those items manufactured in China. COGS was approximately 64.2% and 63.01% for
the three and nine months ended September 30, 2005, respectively, compared to
66.7% and 66.7%, respectively, for the same period in 2004. Our COGS decreased
as a percentage of revenues primarily as a result of slightly higher gross
margins on new products and better price elasticity with the A6 format products.
We expect that our COGS will remain the same or slightly higher during 2005 as a
result of higher fuel costs and currency exchange rates in Mainland China.
Accordingly, gross profit increased for all periods presented compared to the
same periods in the prior period as a direct result of increased higher sales
revenue and better margins on specialty scanning products related to unique or
proprietary design of our products. We anticipate that our gross profit margins
may continue to increase as we gain better control over our source parts cost
and logistics.
SELLING AND MARKETING
Selling and marketing expenses include payroll, employee benefits and
other costs associated with sales, marketing and account management personnel.
Other direct selling and marketing costs include market development funds and
promotions (retail channels only), tradeshows, website support costs,
warehousing, logistics and certain sales representative fees. Selling and
marketing expenses increased to $318,937 for the quarter ended September 30,
2005 from $140,904 in the comparable period in 2004 and to $669,798 for the nine
months ended September 30, 2005 from $507,341 in the comparable period in 2004.
This represents an increase of $178,033 or approximately 126% for the quarter
ended September 30, 2005 over the same period in 2004. The nine month
expenditures increased by $162,457, or 32%, from the comparable period in 2004.
These increases are primarily due a series of major trade show promotions and
company awareness campaigns throughout the period. Other significant increases
were in the logistics (ocean & air freight) and expenditures involving business
development for the display technology.
GENERAL AND ADMINISTRATIVE
General and administrative (G&A) costs include payroll, employee benefits,
and other headcount-related costs associated with the finance, legal, facilities
and certain human resources, as well as legal and other professional and
administrative fees. General and administrative expenses increased to $486,308
for the quarter ended September 30, 2005 and $1,133,855 for the nine months
ended September 30, 2005 from $261,425 and $602,581 respectively, for the
comparable three and nine month periods in fiscal 2004, an increase of $224,883
and $531,374, respectively, for the three and nine month periods ended September
30, 2005 or approximately an 86% and 88% increase for three and nine month
periods ended September 30, 2005. The increase for each of the three and nine
month periods ended September 30, 2005 is primarily attributable to additional
personnel costs related to our display product development and outside fees
incurred in connection with our public listing compliance expense. We see our
costs in this area continuing to increase over the remainder of this year.
STOCK-BASED COMPENSATION COST
Stock-based compensation cost of $2,812,000 represents a non-cash charge
to our statement of operations as a result of granting certain options to
certain consultants, executive officers and key employees at less than the fair
market value on the date of grant.
RESEARCH AND DEVELOPMENT
Research and Development (R&D) costs include payroll, employee benefits,
and other headcount-related costs associated with the product design,
development, compliance testing, documentation and transition to production. R&D
expenses increased to $228,640 for the quarter ended September 30, 2005 from
$196,884 for the same period in fiscal 2004, an increase of $31,756 or
approximately 16%. The increase for the quarter ended September 30, 2005 is
primarily attributable to a greater emphasis on the development of new products
such as the planned line of duplex scanners and advanced display systems. These
new products are essential for our continued revenue growth in the coming years.
For the nine months ended September 30, 2005, R&D expenses increased by $139,632
or 33%, to $567,213 from $427,581 for the same comparable period in fiscal 2004.
OTHER INCOME (EXPENSE)
Our other income (expense) for the quarters and nine months ended
September 30, 2005 and 2004 was primarily due to interest earned on our cash
accounts.
NET LOSS
Net loss for the quarter ended September 30, 2005 was approximately
($238,801) compared to net gain of approximately $53,374 during the same period
in 2004. The change in net earnings was primarily the result of the substantial
increase in selling, general and administrative expenses during the recent
quarter ended September 30, 2005, despite a growth in revenues versus the same
period last year. We see these increased expenditures as being critical to meet
future revenue growth.
PREFERRED DEEMED DIVIDENDS
Preferred deemed dividends represents a non-cash item to the statement of
operations to accrue the 5% dividends due per annum on our convertible preferred
stock.
RELATED PARTY TRANSACTIONS
We purchase significantly all of our finished scanner imaging products
from the parent company of our majority stockholder, Syscan Technology Holdings
Limited ("STH"). Our Chairman and CEO, Darwin Hu, was formerly the CEO of STH,
and beneficially owns approximately 5.33% of the issued and outstanding capital
stock of STH.
The following is a summary of significant related party transactions,
which were carried out in the normal course of our business, during the nine
months ended September 30, 2005 and 2004:
THREE MONTHS ENDED THREE MONTHS ENDED
SEPT. 30, 2005 SEPT. 30, 2004
------------------ ------------------
SYSCAN Optoelectronics Technology Co. Ltd., a
wholly-owned subsidiary of STH (purchases) $0.234M
SYSCAN Intervision Limited, a wholly-owned subsidiary
of STH (purchases) -- $1,199,387
================== ==================
SYSCAN Lab Limited Company Limited, a wholly-owned
subsidiary of STH (purchases) $1,541,616 --
================== ==================
Amounts due from related parties are unsecured, interest-free and repayable on
demand and consisted of the following:
Due from STH $445,998
Due from Majority Stockholder 100,000
Due to various subsidiaries wholly-owned by STH 1,627,911
------------------
$2,173,909
==================
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents were approximately $1,300,000 as of September
30, 2005 and working capital on September 30, 2005 was approximately $4,946,000,
as compared to working capital on December 31, 2004 of $3,747,520. Cash and
working capital increased from year end primarily attributable to the cash
proceeds of approximately $1,630,000 received from our convertible preferred
stock offering completed in March 2005.
OPERATING ACTIVITIES. Net cash flows provided by (used in) operating activities
were ($800,323) and $82,478 for the nine months ended September 30, 2005 and
2004, respectively. Net cash used by operating activities for 2005 was primarily
due to an increase in inventories as we built up inventories to respond to
forecasted demand for our products from the prior year's fourth quarter and an
increase in sales. Net cash provided by operating activities for 2004 were due
to a decrease in trade receivables as we collected cash from the prior's years
sales and an increase in inventories and payables to respond to forecasted
demand for our products in the current year.
INVESTING ACTIVITIES. Net cash flows from investing activities during the nine
months ended September 30, 2005 and 2004 consisted primarily of cash paid for
capital expenditures.
FINANCING ACTIVITIES. Net cash flows provided by (used in) financing activities
for the nine months ended September 30, 2005 and 2004 was $1,573,577 and
($270,377), respectively. For 2005, we raised net cash of approximately
$1,630,000 from the sale of our convertible preferred stock offering completed
in March 2005 and we paid down our banking obligations by $146,000. For both
periods presented, advances to and/or repayments from related party receivables
and payables were made in the ordinary course of business.
We have financed our activities primarily with cash flows from operations,
the sale of our equity securities and borrowings under our credit facilities. As
of September 30, 2005, we maintained a $1,000,000 bank line of credit, which
bears interest at prime plus one percent, which is secured by all of our general
business assets. The subject bank line of credit had $787,036 outstanding as of
September 30, 2005. On October 12, 2005 the Company obtained a $2.5M credit line
with Cathay Bank of Cupertino California, which replaces the above mentioned
$1.0M credit line outstanding as of September 30, 2005. We believe the existing
working capital and anticipated cash flows from operations are expected to be
adequate to satisfy our operating and capital requirements for the next 12
months at our current run rate and our anticipated expansion.
Our plans for the next twelve months include continuing to increase our
presence in the image capture market, heavily investing our resources into the
image display market and adding future products and technologies to our current
product offerings. Additionally, we intend to seek to identify acquisition
candidates in the image capture and display industry that we believe could
compliment our business model, improve our competitive positioning and expand
our offerings to the marketplace, of which there can be no assurance. In
identifying potential acquisition candidates, we will seek to acquire companies
with varied distribution channels, rich intellectual property (IP) and high
caliber engineering personnel.
To finance our business expansion plans, we plan to aggressively pursue
additional sources of funds, the form of which will vary depending on the
prevailing market and other conditions, and may include the issuance and sale of
debt or equity securities. However, there is no assurance that such additional
funds will be available for us to finance our expansion plans. Furthermore,
there is no assurance the net proceeds from any successful financing arrangement
will be sufficient to cover cash requirements as we expand our business
operations.
CONCENTRATION OF CREDIT RISK
CONCENTRATION OF CREDIT RISK FOR CASH HELD AT BANKS. We maintain cash balances
at several banks. Accounts at each institution are insured by the Federal
Deposit Insurance Corporation up to $100,000.
CONCENTRATION OF CREDIT RISK DUE TO GEOGRAPHIC SALES AND SIGNIFICANT CUSTOMERS.
We operate in a single industry segment - scanner and fax modules. We market our
products in the United States, Europe and the Asia Pacific region through our
sales personnel and independent sales representatives.
Our geographic sales as a percent of total revenue were as follows for the
quarters ended September 30:
2005 2004
------ ------
United States 86.6% 95.2%
Asia Pacific 11.1% 3.1%
Europe and others 2.3% 1.7%
Our geographic sales as a percentage of total revenue were as follows for the
nine month period ended Sept. 30:
2005 2004
------ ------
United States 86.5% 96.2%
Asia Pacific 9.6% 1.4%
Europe and others 3.9% 2.4%
Sales to major customers as a percentage of total revenues were as follows for
the quarter ended Sept. 30:
2005 2004
------ ------
Customer A 29% 42%
Customer B 23% 20%
Customer C 16% 14%
Customer D 9% 10%
Sales to major customers as a percentage of total revenues for the nine month
period ended Sept. 30:
2005 2004
------ ------
Customer A 32% 37%
Customer B 18% 20%
Customer C 14% 13%
Customer D 12% 9%
DUE TO ACCOUNTS RECEIVABLE. Financial instruments that potentially subject the
Company to a concentration of credit risk consist primarily of trade
receivables. Our customers are concentrated in the industrial/consumer
electronics channels and with major original equipment manufacturers. As of
September 30, 2005, the concentration was approximately 83% (3 customers). The
loss of any of these customers could have a material adverse effect on our
results of operations, financial position and cash flows.
DUE TO SIGNIFICANT VENDORS. For each of the periods ended September 30, 2005 and
2004, our purchases have primarily been concentrated with the wholly-owned
subsidiary of our majority stockholder. If this vendor was unable to provide
materials in a timely manner and we were unable to find alternative vendors, our
business, operating results and financial condition would be materially
adversely affected.
DUE TO PRODUCT SALES. We introduced a new product category in the third quarter
of 2005, bringing the total product categories for the period to 6. Three of our
product categories each accounted for more than 10% of our total sales for each
of the period presented on the statement of operations. We have made positive
efforts to mitigate the impact of loss of any single category, however if any of
these products were to become obsolete or unmarketable and we were unable to
successfully develop and market alternative products, our business, operating
results and financial condition could be adversely affected.
ITEM 3. CONTROLS AND PROCEDURES
Based on an evaluation as of the date of the end of the period covered by
this report, our Chief Executive Officer and Chief Financial Officer, conducted
an evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures, as required by Exchange Act Rule 13a-15. Based on that
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures were effective as of the end of the
period covered by this report.
There were no changes in our internal controls over financial reporting
that occurred during the quarter ended September 30, 2005 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
On May 20, 2003, Syscan, Inc., the Company's wholly-owned subsidiary, filed a
lawsuit named SYSCAN, INC. V. PORTABLE PERIPHERAL CO., LTD. ("PPL"), IMAGING
RECOGNITION INTEGRATED SYSTEMS, INC., CARDREADER INC. AND TARGUS INC. (Case No.
C03-02367 VRW) in United States District Court, Northern District of California.
Syscan alleges claims against the above-mentioned parties for patent
infringement of patent nos. 6,054,707, 6,275,309 and 6,459,506, and unfair
competition. Syscan expects to continue the case unless a reasonable settlement
amount from the defendants or a licensing agreement to the satisfaction of
Syscan is entered.
Syscan is seeking: (1) a temporary restraining order, preliminary injunction and
permanent injunction against defendants, restraining defendants from patent
infringement and unfair competition; (2) treble damages due to defendants'
willful infringement; (3) punitive damages; (4) accounting of unjust enrichment
by defendants, resulting from defendants' unfair competition; and (5) attorney's
fees and costs.
The defendants are jointly represented by PPL's counsel. PPL has initiated
counterclaims against Syscan for patent invalidity. Syscan has not yet been able
to quantify its damage claim against PPL. Syscan intends to vigorously pursue
this claim and denies PPL's counterclaim of patent invalidity.
There was a hearing in the Northern District of California on October 14, 2005,
in which arguments were presented to the court on the patent validity. No
further judicial decision has been released subsequent to this hearing.
We from time to time experience routine litigation in the normal course of our
business. Other than as stated above or as previously disclosed in our Form
10-KSB for the year ended December 31, 2004, we are not currently a party to any
material legal proceedings and we do not believe that any pending litigation
will have a material adverse effect on our financial condition, results of
operations or cash flows.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
During the quarter ended September 30, 2005, we did not repurchase any of our
equity securities. We do not currently have in place a repurchase program for
the repurchase of our common stock, nor do we have any plans to implement a
common stock repurchase program in the near future, if at all. During the period
from July 1, 2005 through September 30, 2005, we issued an aggregate of 99,996
restricted shares to Investor Relations Group for public/investor relations
services.
ITEM 3. DEFAULTS IN SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS
31 Rule 13a-14(a)/15d-14(a) Certifications.
32.1 Certification by the Chief Executive Officer Relating to a Periodic Report
Containing Financial Statements.*
32.2 Certification by the Chief Financial Officer Relating to a Periodic Report
Containing Financial Statements.*
* The Exhibit attached to this Form 10-QSB shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange
Act") or otherwise subject to liability under that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as expressly set forth by specific
reference in such filing.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: November 18, 2005 By: /s/ Darwin Hu
-------------
Name: Darwin Hu
Title: Chief Executive Officer
Dated: November 18, 2005 By: /s/ William Hawkins
-------------------
Name: William Hawkins
Title: Acting Chief Financial Officer