SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 20-F
ANNUAL REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934 FOR
THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
Commission File No. 0-29320
EIGER TECHNOLOGY, INC.
(Exact name of Registrant as specified in its charter)
Ontario, Canada
(Jurisdiction of incorporation or organization)
330 Bay Street, Suite 602
Toronto, Ontario M5H 2S8
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
None
Securities registered or to be registered pursuant to Section 12(g) of the Act:
Common Shares, without par value
(Title of Class)
Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act:
None
Indicate the number of outstanding shares of each of the Issuer's classes of
capital or common stock as of the close of the period covered by the annual
report: 37,608,951 Common Shares without par value.
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 |_|
Indicate by check mark which financial statement item the registrant has elected
to follow.
Item 17 |_| Item 18 |X|
The Index to Exhibits
is found at Page 38
FORWARD LOOKING STATEMENTS
Forward-Looking Information is Subject to Risk and Uncertainty. This report
contains certain "forward-looking statements" within the meaning of the U.S.
Private Securities Litigation Reform Act of 1995. When used in this report, the
words "estimate," "project," "intend," "expect," "anticipate" and similar
expressions are intended to identify forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date of this report. These statements are subject to risks
and uncertainties that could cause actual results to differ materially from
those contemplated in such forward-looking statements. Such risks and
uncertainties include, but are not limited to, those identified under the
subheading "Risk Factors" in Item 3 hereof.
GLOSSARY
The following is a glossary of some terms that appear in the discussion of the
business of the Company as contained in this Annual Report.
"ADSL" ADSL is a variation of DSL that operates by way of two-way or duplex
bandwidth and is devoted to the downstream transmission of data.
"bandwidth" The maximum speed at which data can be transmitted between computers
in a network.
"bus" A device for transmitting data to and from the different components of a
PC.
"DSL" "Digital Subscriber Line" - a technology for bringing high-bandwidth
information to homes and businesses over conventional copper telephone lines,
permitting continuous transmission of motion video, audio and 3-D effects.
"electronic ballasts" A component that starts a fluorescent lamp.
"Ethernet" A LAN, the different nodes of which are connected by coaxial cable.
This cable can be thin (which can connect two nodes up to a distance of about
1000 feet) or thick (which can connect two nodes up to a distance of about 3300
feet). The Ethernet standard has a provision to transmit data at a rate of 10
megabits per second.
"Kbps" "Kilobytes Per Second" - a measure of the rate at which a modem can
transmit data. This is measured in bits per second (bps).
"LAN" "Local Area Network" is a group of PC's, computers and peripheral devices
that are linked together where each device is located in close proximity to all
the other devices. LANs typically consist of a number of PC's, shares printers,
shared directories and files.
2
"PCMCIA" "Personal Computer Memory Card International Association" - a PCMCIA
card as an expansion bus designed for laptop computers, which allows modems and
other devices to be connected to the PC.
"PC" "Personal Computer".
"peripherals" A peripheral is a device, which can be attached to a PC and is
controlled by its processor. Examples include printers and modems.
"VoIP" Voice over Internet Protocol is a term used in telecommunications for a
set of facilities for managing the delivery of voice information over broadband.
A major advantage of VOIP is that it avoids the tolls charged by ordinary
telephone service.
3
TABLE OF CONTENTS
Page
PART I
Item 1. Identity of Directors, Senior Management and Advisors 5
Not Applicable
Item 2. Offer Statistics and Expected Timetable - Not Applicable 5
Item 3. Key Information 5
Item 4. Information on the Company 10
Item 5. Operating and Financial Review and Prospects 17
Item 6. Directors, Senior Management and Employees 20
Item 7. Major Shareholders and Related Party Transactions 24
Item 8. Financial Information 25
Item 9. The Offer and Listing 26
Item 10. Additional Information 27
Item 11. Quantitative and Qualitative Disclosure about Market Risk
Not Applicable 36
Item 12. Description of Securities Other than Equity Securities
Not Applicable 36
PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies
Not Applicable 36
Item 14. Material Modifications to the Rights of Security Holders and
Use of Proceeds - Not Applicable 36
Item 15. Controls and Procedures 36
Item 16. Reserved 37
Item 16A. Audit Committee Financial Expert 37
Item 16B. Code of Ethics 37
PART III
Item 17. Financial Statements - Not Applicable 38
Item 18. Financial Statements 38
Item 19. Exhibits 38
SIGNATURES
4
PART I
Item 1. Identity of Directors, Senior Management and Advisers
Not Applicable.
Item 2. Offer Statistics and Expected Timetable
Not Applicable.
Item 3. Key Information
A. Selected financial data.
The selected consolidated financial information set out below has been obtained
from financial statements that reflect the Company's business operations. The
financial statements have been prepared in accordance with accounting principles
generally accepted in Canada. For reconciliation to US GAAP refer to Note 15 of
the attached audited statements. The following table summarizes information
pertaining to operations of the Company for the last five years ended September
30, 2003.
2003 2002 2001 2000 1999
---- ---- ---- ---- ----
Working Capital ($400,000) $4,942,000 $12,815,000 $23,404,000 $4,765,000
Revenue $22,722,000 $19,325,000 $30,070,000 $57,068,000 $8,433,000
Income (Loss) from
Operation: ($7,414,000) ($5,238,000) ($20,327,000) ($693,000) ($742,000)
Income (Loss) from
Continuing Operation: ($3,987,000) ($5,238,000) ($20,327,000) ($629,000) ($1,287,000)
Net Income (Loss): ($7,414,000) ($5,238,000) ($20,327,000) ($693,000) ($742,000)
Earnings (Loss) per Share: ($0.20) ($0.15) ($0.59) ($0.03) ($0.05)
Total Assets: $15,778,000 $23,758,000 $30,721,000 $57,145,000 $17,018,000
Net Assets: $9,159,000 $16,123,000 $21,127,000 $38,348,000 $8,337,000
Long Term Debt: $1,036,000 $940,000 $1,014,000 $1,488,000 $1,111,000
Total Liabilities: $9,791,000 $9,508,000 $10,265,000 $15,501,000 $6,727,000
Share Capital: $42,685,000 $42,235,000 $42,001,000 $38,895,000 $8,191,000
Retained Earnings
(Deficit): ($33,743,000) ($26,329,000) ($21,091,000) ($764,000) ($71,000)
Number of Shares: 37,608,951 36,615,853 36,215,853 33,945,858 20,457,429
5
CURRENCY EXCHANGE INFORMATION
The Company's accounts are maintained in Canadian dollars. In this Annual
Report, all dollar amounts are expressed in Canadian dollars except where
otherwise indicated.
The following table sets forth, for the periods indicated, the high and low
rates of exchange of Canadian dollars into United States dollars, the average of
such exchange rates on the close of each day during the periods, and the end of
period rates. Such rates are shown as, or are derived from, the reciprocals of
the Bank of Canada nominal noon exchange rates in Canadian dollars.
- --------------------------------------------------------------------------------
Fiscal Year Ended
September 30
- --------------------------------------------------------------------------------
2003 2002 2001 2000 1999
High 0.7506 0.6654 0.6711 0.6984 0.6916
Low 0.6254 0.6179 0.6319 0.6604 0.6404
Average 0.6854 0.6359 0.6515 0.6795 0.6656
Period 0.7408 0.6300 0.6335 0.6651 0.6815
On March 19, 2004 the exchange rate of Canadian dollars into United States
dollars, based upon the Bank of Canada nominal noon exchange rate was Cdn. $1.00
equals U.S. $0.7495.
The following table sets forth, for the most recent previous six months, the
high and low rates of exchange of Canadian dollars into United States dollars.
The latest practicable date for March was on March 18, 2004.
MAR FEB JAN DEC NOV OCT
2004 2004 2004 2003 2003 2003
High 0.7600 0.7652 0.7885 0.7789 0.7723 0.7680
Low 0.7369 0.7401 0.7485 0.7452 0.7457 0.7398
6
B. Capitalization and indebtedness.
Not Applicable.
C. Reasons for the offer and use of proceeds.
Not Applicable.
D. Risk factors.
The Company's operations are subject to a variety of risks and uncertainties.
The following factors are to be considered a list of known material risks that
are specific to the Company or its industries.
Foreign Operations
The Company derived 38% of its revenue from outside of North America and 40% of
its revenue from the U.S. in fiscal 2003. International sales are subject to
certain risks, including unexpected changes in legal and regulatory requirements
and policy changes affecting the Company's markets; changes in tariffs, currency
exchange rates and other barriers; political and economic instability;
difficulties in accounts receivable collection; difficulties in managing
distributors and representatives; difficulties in protecting the Company's
intellectual property; and potentially adverse tax consequences. See also
"Foreign Exchange Rate" below.
Management of the Growth of the Company
The implementation of the Company's business strategy could result in a period
of rapid growth. This growth could place a strain on the Company's managerial,
operational and financial resources and information systems. Future operating
results will depend on the ability of senior management to manage rapidly
changing business conditions, and to implement and improve the Company's
technical, administrative, financial control and reporting systems. No assurance
can be given that the Company will succeed in these efforts. The failure to
effectively manage and improve these systems could increase the Company's costs
and adversely affect its ability to sell and deliver its products and services.
Competition
The Company faces competition in each of its markets and has competitors, many
of which are larger and have greater financial resources than the Company. There
can be no assurance that the Company will be able to continue to compete
successfully in its markets. Because the Company competes, in part, on the
technical advantages and cost of its products, significant technical advances by
competitors or the achievement by such competitors of improved operating
effectiveness that enable them to reduce prices could reduce the Company's
competitive advantage in these products and thereby adversely affect the
Company's business and financial results.
7
New Products and Technological Change
The market for the Company's products is characterized by rapidly changing
technology, evolving industry standards and frequent new product introductions,
which may be comparable or superior to the Company's products. The Company's
success will depend upon market acceptance of its existing products and its
ability to enhance its existing products and to introduce new products and
features to meet changing customer requirements. There can be no assurance that
the Company will be successful in identifying, manufacturing and marketing new
products or enhancing its existing products on a timely and cost-effective basis
or that such new products will achieve market acceptance. In addition, there can
be no assurance that products or technologies developed by others will not
render the Company's products or technologies non-competitive or obsolete.
New Market Development
There can be no assurance that the Company will be able to identify, develop and
export to countries or geographic areas in which it is not presently selling.
Intellectual Property
The Company has not obtained patent protection nor registered trademarks or
copyrights for all of its proprietary technology or products. As the Company has
not protected all of its intellectual property, its business may be adversely
affected by competitors copying or otherwise exploiting features of the
Company's technology, products, information or services.
Employment Contracts/Reliance Upon Officers
The Corporation has not entered into an employment contract with all of its
executive officers, upon whose personal efforts and abilities the Corporation is
largely dependent. The loss or unavailability to the Corporation of these
individuals may have a materially adverse effect upon the Corporation's
business.
Legal Proceedings Against Foreign Persons
The Corporation's jurisdiction of incorporation falls under the laws of the
Province of Ontario, Canada, and all of the Corporation's officers and directors
are residents of Canada. Consequently, it may be difficult for United States
investors to effect service of process within the United States upon the
Corporation or its officers and directors, or to realize in the United States
upon judgements of United States courts predicated upon civil liabilities under
U.S. securities laws. Furthermore, it may be difficult for investors to enforce
judgments of the U.S. against the Company or any of the Company's non-U.S.
resident executive officers or directors. There is substantial doubt whether an
original lawsuit could be brought successfully in Canada against any of such
persons or the Corporation predicated solely upon civil liabilities arising
under U.S. securities laws.
8
Dependence on Key Personnel and Skilled Employees
The success of the Company is dependent, in large part, on certain key personnel
and on the ability to motivate, retain and attract highly skilled persons. The
employment market for skilled technology employees is extremely tight. There can
be no assurance that the Company will be able to attract and retain employees
with the necessary technical and technological skills given the highly
competitive state of the employment market for these individuals. The loss of
such services or the failure by the Company to continue to attract and retain
other key personnel may have a material adverse effect on the Company, including
its ability to develop new products, its ability to grow earnings and its
ability to accelerate revenue growth.
Risks of International Business
The Company currently has production facilities in Asia and North America. As
well, the Company distributes, markets and sells its products in numerous
foreign countries. Accordingly, the Company is subject to the risks associated
with producing and selling in international markets. These risks include the
imposition of tariff and non-tariff barriers to trade requirements for export
licenses local business regulation including the imposition of taxes.
Relationship with Production Employees
Although the employees of the Company are not unionized, there can be no
assurance that this will not occur. Management of the Company is of the opinion
that the unionization of its operations would have a detrimental effect on the
Company's ability to remain competitive.
Uncertain Operating Results
The Company's operating results have varied and may continue to vary
significantly depending on such factors as the timing of new product
announcements, increases in the cost of raw materials and changes in pricing
policies of the Company and its competitors. The market price of the Shares may
be highly volatile in response to such fluctuations.
Foreign Exchange Rate
Material appreciation of the Canadian dollar against the US dollar would reduce
the profitability of the Company's U.S. sales. The Company is also exposed to
exchange rate fluctuations in the U.S. and Canadian dollar against the Korean
Won.
Political Climate in South Korea and China
Political instability in South Korea or China may negatively affect the
Company's ability to manufacture its products on a timely basis, resulting in
product shortages. Management is unaware of any present evidence of political
instability of this magnitude in South Korea or China.
9
Item 4. Information on the Company
A. History and development of the company.
Eiger Technology, Inc. (the "Company") was incorporated under the name "Alexa
Ventures Inc." under the Company Act (British Columbia) on September 8, 1986.
The memorandum of the Company was amended on November 26, 1999 to change the
name of the Company from Alexa Ventures Inc. to "Eiger Technology, Inc." In
November 2000 the Company changed its jurisdiction of incorporation from British
Columbia to Ontario.
The Company's registered head office and executive office is located at 330 Bay
Street, Suite 602, Toronto, Ontario M5H 2S8. The telephone number of the
registered office is (416) 216-8659.
The Company entered the energy efficient lighting business in 1991. The
Company's two operating subsidiaries in this non-core business have historically
been K-Tronik and ADH Custom Metal Fabricators Inc. ("ADH"). ADH operated from
the Company's 55,000 square foot manufacturing and engineering facility located
in Stratford, Ontario, where it manufactured and distributed transformer
housings, switch housings and electronic data racks, as well as fluorescent
light fixtures and reflectors. ADH was wound-up in August 2003 as detailed in
Item 4B below.
On April 1, 1998, the Company purchased 53% of the common stock of K-Tronik for
$275,000, plus options entitling the holders to acquire up to 250,000 common
shares of the Company. During fiscal 1998, the Company consolidated two of its
South Korean subsidiaries, Energy Products, Inc. (its South Korean energy saving
products sales arm) and (a manufacturer of electronic ballasts) and, which were
eventually combined under the name "K-Tronik Asia, Inc." The Company currently
is a 64% shareholder of K-Tronik. On September 15, 2000, the Company sold its
60% interest in Lexatec VR Systems, Inc. to facilitate focussing on Eiger's core
business at the time.
The Company entered the computer peripheral business following a series of
transactions in September 1999 that has since resulted in the Company owning a
58% interest in Eiger Net of South Korea. This was affected through payment of a
US $1,000,000 cash consideration and 500,000 common shares of the Company issued
for a combined aggregate value of US$1,500,000. Additionally, 600,000 common
shares of the Company were issued on February 29, 2000 pursuant to this
agreement. Eiger Net has since moved its manufacturing facility from South Korea
to China.
The Company entered into the VoIP telecom services business when, through
Onlinetel Corp., it acquired 100% of the shares of Onlinetel, Inc. through a
Share Exchange agreement under the provisions of Chapter 92a of the NGCL (Nevada
General Corporate Law). 99.97% of Onlinetel's shares have been exchanged
pursuant to the Share Exchange Agreement. Eiger has issued 1,800,000 shares on a
pro rata basis for 100% of the shares of Onlinetel, Inc. As consideration for
the acquisition of Onlinetel, Inc. Eiger will issue a maximum of 9,000,000
common shares which shall be comprised of 1,800,000 shares issued to the former
shareholders of Onlinetel and up to an additional 7,200,000 shares pursuant to
an earn out provision totaling 1,800,000 shares per year, over a period of four
years, with possible extension provisions for an additional period of four
years, based on Onlinetel's ability to meet the following operating benchmarks
and Eiger's approval:
10
2002 2003 2004 2005
--------------------------------------------------------
Revenue $19,083,488 $37,347,766 $50,849,180 $59,867,184
Net Income $2,442,015 $6,212,532 $9,352,747 $13,848,741
Under the formula in the agreements, if any of the above targets is not met in
any of the above noted years, any gross sales or net income earned or achieved
in that year is added to the targets of subsequent years. The common shares of
the company to be issued in respect of those targets are to be considered
cumulative and can be achieved in any subsequent year in respect of the terms of
the agreement, if extensions are granted by Eiger.
On November 18, 2003, Eiger's subsidiary, Newlook announced that it signed a
definitive agreement to acquire 100% of all outstanding common shares of
Onlinetel Corp. On March 18, 2004, Newlook closed this transaction. The terms of
the transaction state that Newlook will purchase all common shares of Onlinetel
and settle $1.2 million of debt owing to Eiger from Onlinetel by issuing 20
million common shares to Eiger. Concurrently, Newlook closed a private placement
of one million units (each unit comprised of one common share and one share
purchase warrant exercisable for one year at an exercise price of $1.25 per
warrant) at a price of $1.00 per unit. The private placement will provide
Newlook with proceeds of $1,000,000. If the warrants are fully exercised,
Newlook will receive an additional $1,250,000.
Recent Financings
March 2003 Private Placement
On March 27, 2003, the Company closed a private placement of units at $0.45 with
a 1-year warrant to purchase an additional share for $0.55. The shares and
warrants comprising the private placement carried a hold period of four months
commencing from the date of their issuance, being July 26, 2003. Insiders of the
company purchased a total of 310,598 units at $0.46 per unit. The higher price
to insiders resulted in the issuance of 993,098 units for total proceeds of
$450,000.
Other Recent Developments
Eiger Creates Publicly-Listed VoIP Telecom Provider
On March 18, 2004, Eiger announced that its majority-owned subsidiary, Newlook
closed its acquisition of Onlinetel Corp., a VoIP telecom provider. Newlook
originally announced that it signed a definitive agreement to acquire 100% of
all outstanding common shares of Onlinetel, a Canadian corporation, on November
18, 2003. The terms of the transaction state that Newlook will purchase all
common shares of Onlinetel and settle $1.2 million of debt owing to Eiger from
Onlinetel by issuing 20 million common shares to Eiger. As the transaction has
closed, Eiger holds 24.8 million common shares of Newlook.
11
Concurrent with closing the acquisition of Onlinetel, Newlook closed its private
placement of one million units (each unit comprised of one common share and one
share purchase warrant exercisable for one year at an exercise price of $1.25
per warrant) at a price of $1.00 per unit. Under the terms of the warrants,
Newlook has the right to request the exercise of the warrants if the closing
trading price of Newlook's common shares equals or exceeds $2.00 for 10 or more
consecutive trading days. The private placement will provide Newlook with
proceeds of $1,000,000. If the warrants are fully exercised, Newlook will
receive an additional $1,250,000.
Eiger takes K-Tronik Public
On January 21, 2004, Eiger's majority-owned subsidiary, K-Tronik commenced
trading on the NASDAQ OTCBB under the symbol "KTRK". Eiger currently owns 14.4
million common shares or 64% of K-Tronik. K-Tronik's strategy moving forward is
to increase market share by vertically integrating manufacturing, distribution
and auditing capabilities. Acquisition targets such as ESCO'S (Energy Saving
Contractors that specialize in conducting energy efficiency audits of multiple
tenant commercial buildings and retrofitting them with high efficiency products
including electronic ballasts, emergency lighting and dimming capable products)
are aligned to this plan.
Additionally, K-Tronik anticipates to lever from its brand-name recognition and
market share built over the past six years. With manufacturing facilities in
China and a sales and distribution network in the U.S., K-Tronik plans to become
a conduit for potential Asian manufacturers desiring access to the U.S. market.
B. Business overview.
The Company has three principal subsidiaries, namely, Newlook Industries Corp.,
K-Tronik International Corp. and Eiger Net Inc.
Newlook's previous operating subsidiary, ADH, was a custom metal fabricator and
distributor. During the 2003 fiscal year, ADH experienced a continued slowdown
in outsourcing required by primary manufacturers in South-western Ontario. As a
consequence, on May 28, 2003, management announced it would be closing its
Stratford, Ontario manufacturing facility and discontinuing ADH operations. On
July 8, 2003, all of ADH's inventories, equipment and intellectual properties
were sold by public auction. Operations were discontinued at that time. ADH was
wound-up in August 2003.
NEWLOOK INDUSTRIES CORP.
Newlook closed its acquisition of Onlinetel on March 18, 2004, as detailed in
Item 4A above. Onlinetel is a next generation telecommunications software and
services company, which harnesses the power of soft-switch technology to deliver
state of the art Voice over Internet Protocol (VoIP) communication services to
individuals, businesses and carriers. Utilizing soft switch technology,
Onlinetel converts analog voice conversation to digital I.P. packets and routes
voice calls, phone-to-phone, over broadband networks from any wireless or
landline connection. VoIP and the integration of voice and data networks is a
competitive threat to providers of traditional telecom services because of the
substantial increase in communication cost efficiencies of both running voice
and data over a single integrated infrastructure and the ability to bypass per
minute usage rates.
12
Using its Intelliswitch application, Onlinetel pioneered and developed a new
media for advertisers, enabling individuals and businesses to benefit from free
long distance calling in exchange for listening to a brief paid advertisement,
and enabling sponsors to benefit from one-to-one advertisements to callers. The
first commercial application of this advertisement based calling network was
launched in the Greater Toronto Area (GTA) 905 area code. In 2001, Onlinetel
experienced dramatic growth in advertising revenue as its user base in the GTA
905 area code grew to over 200,000 households, or just under 20% of the market.
By early 2002, the national network was implemented across Canada, and currently
has 15 points of presence in major cities from Halifax, Nova Scotia to Victoria,
British Columbia with 6 more cities to be added in the near term. Since
implementing the national network, Onlinetel commenced building its revenue
streams and expanding its user base. Onlinetel was first to market with free
ad-based long distance over major cities in the province of Ontario. Onlinetel
was also first to launch a VoIP-based 10-10 pay per call dial around offering
servicing Ontario callers domestic and international calls. Onlinetel continues
to build on the technical and cost effective strength of VoIP technology, its
applications and its national network, by developing and growing multiple
revenue streams. As well, by leveraging its technology platform and scalable
network infrastructure, Onlinetel has identified several potentially lucrative
product offerings targeted to its growing user base.
Onlinetel delivers toll-quality communications at low long distance rates. With
reduced investment cost burdens, Onlinetel's soft-switch technology reliably
scales to service millions of callers. Onlinetel's continued expansion of its
own national network along with seamless and virtual connections worldwide with
leading carriers will extend Onlinetel's reach to the global community into the
future.
K-TRONIK INTERNATIONAL CORP.
K-Tronik is a North American manufacturer of energy efficient electronic
ballasts for fluorescent lighting. K-Tronik supplies ballasts worldwide to OEMs
such as Lightolier, Fontana, Edison, Visioneering, Peerless and others. With a
broad product line, low cost production and a low product defect rate (less than
0.04%), K-Tronik has developed a good reputation in the energy technology
industry.
K-Tronik's market is anticipated to continue to grow due in part to the United
States Department of Energy's mandate that all fluorescent lamp ballasts
produced after April 1, 2005 must be energy efficient electronic ballasts, as
opposed to less efficient electromagnetic ballasts. Currently, electronic
ballasts represent 40% of the annual US $1 billion North American ballast
market. The brand recognition and market share built by K-Tronik over the past
six years has also contributed to its sales growth.
13
Based on this growth, Eiger announced its intention in late 2001 to take
K-Tronik public by way of a reverse acquisition with LMC Capital Corp., a US
reporting issuer. On January 21, 2004, Ktronik commenced trading on the NASDAQ
OTCBB under the symbol "KTRK".
K-Tronik's strategy moving forward is to increase market share by vertically
integrating manufacturing, distribution and auditing capabilities. Acquisition
targets such as ESCOs (Energy Saving Contractors that specialize in conducting
energy efficiency audits of multiple tenant commercial buildings and
retrofitting them with high efficiency products including electronic ballasts,
emergency lighting and dimming capable products) are aligned to this plan.
Through this strategy, it is anticipated that sales will increase, gross margins
will be enhanced and synergistic operating efficiencies may be created.
Additionally, K-Tronik anticipates to lever from its brand-name recognition and
market share built over the past six years. With manufacturing facilities in
China and an extensive sales and distribution network in the U.S., K-Tronik is
poised to become a conduit for potential Asian manufacturers desiring access to
the U.S. market.
EIGER NET INC.
Eiger Net has been involved in the research and development, engineering and
manufacturing of multimedia and data communication cards such as 56Kbps modem
cards, Home PNA cards, LAN cards, MP3 modules and other Internet access devices
for OEM consumer electronics companies worldwide. Eiger Net is located in South
Korea.
In 2000, Eiger Net invested in new manufacturing capacity and obtained a QS 9000
certification in order to able to compete for large volume OEM consumer
electronics contracts. As a result of those initiatives, Eiger experienced
dramatic revenue growth and positive cash flow in 2000.
However, the global economic downturn that subsequently began resulted in
difficult years for Eiger Net in 2001 and 2002. The cost of new investments
coupled with much lower production volumes than anticipated substantially
increased unit production costs thereby eliminating operating margins. In 2003,
Eiger Net expanded its operations to include production of cellular phone
assemblies. Recently, Eiger Net has added 'Projection Keyboard' with the brand
name of 'EigerKey' to its product line-up. It is the world's first commercial
projection keyboard using Canesta's patented Electronic Perception Technology.
With continued growth of the Internet and the convergence of voice and data
networks, demand for multimedia and data communication cards that enable
consumer electronic devices to access those networks will grow. As such, Eiger
Net is positioned in growth areas of the computer components and peripherals
industry.
Description of Principal Products
Newlook's Onlinetel subsidiary serves the retail and business market segments of
the long distance industry across Canada. Currently, Onlinetel offers VoIP-based
10-10 pay per call, subscription and advertising based long distance, along with
calling cards and wholesale telephony services.
14
The K-Tronik subsidiary serves the retrofit and new building electronic
fluorescent light ballast market in the USA, Canada, South America and Korea.
K-Tronik energy efficient electronic ballasts are manufactured in China with
research and development facilities in both Asia and the U.S.
Eiger Net serves the major peripheral market segments of the computing industry,
being the communications, connectivity and storage segments, and has designed
its product line around providing solutions to customers in each of these market
segments. The Company manufactures computer peripheral products such as PCMCIA
card data/fax modems, desktop PC modems, data storage and networking devices and
data storage cards for use in digital cameras. Recently, Eiger Net has added
'Projection Keyboard' with the brand name of 'EigerKey' to its product line-up.
Sales and Revenue Analysis
Sales Fiscal 2003 Fiscal 2002 Fiscal 2001
- --------------------------------------------------------------------------------
Electronic Ballasts $9,152,000 $10,107,000 $10,107,000
Computer Peripherals $8,638,000 $ 5,882,000 $17,428,000
VoIP Communication Services $4,932,000 $ 1,918,000 $ 234,000
Fabricated Products $ 787,000 $ 1,418,000 $ 2,301,000
The electronic ballasts are distributed in the United States, while the computer
peripheral products are distributed internationally and the VoIP communication
services are offered to the Canadian market. The fabricated products business
has been discontinued.
The component parts for various circuit boards used in the computer peripheral
and lighting ballast products are sourced from various large electronic
suppliers and are available from many sources. The Company's main business is
not seasonal.
Marketing and Distribution Channels
The Company's Newlook subsidiary markets its telephony services through various
advertising and promotional medium, including its own advertising based calling
network and internal sales staff. By focusing on delivering Canadians a
high-quality, premium-value service offering some of the most competitive
national rates, the subscription base has expanded through customers' word of
mouth.
15
The K-Tronik subsidiary has an extensive distribution network that includes a
head office sales force coupled with regional sales representatives. This has
allowed K-Tronik to sell to a broad base of customers in the construction and
retrofit sector of the U.S.
Key to Eiger Net's distribution network is its ability to market its product
line effectively to major OEM's in Asia such as Samsung and LG.
C. Organizational structure.
The following is a list of each subsidiary of the Company and the jurisdiction
of incorporation and the direct or indirect percentage ownership by the Company
of each subsidiary:
Jurisdiction of Percentage of Voting Securities
Name of Subsidiary Organization Owned of Controlled
- ------------------------------------------------------------------------------------------------
Newlook Industries Corp. ("Newlook") British Columbia 92%
Eiger Net, Inc. ("Eiger Net") South Korea 58%
K-Tronik International Corp. ("K-Tronik") Nevada 64%
The following is an organizational chart showing the Company's material
subsidiaries:
----------------------
Eiger Technology, Inc.
----------------------
|
|
-----------------------------------------------------------
| | |
| 58% | 64% | 92%
| | |
- --------------------- ---------------------------- --------------------------
Eiger Net, Inc. K-Tronik International Corp. Newlook Industries Corp.
(a South Korea corp.) (a Nevada corp.) (a British Columbia corp.)
- --------------------- ---------------------------- --------------------------
D. Property, plants and equipment.
The Company owns an industrial facility that is 55,000 square feet of mixed
office, manufacturing and engineering space located in an industrial designated
area in Stratford, Ontario. This facility is situated on 31.8 acres of land of
which 26 acres is available for development or resale, although there are no
current plans for either. The facility was previously used in ADH Custom Metal
Fabrication's operations, which have been discontinued. As such, the facility is
currently for sale. The land and property are subject to a first mortgage of
$1,213,000, with a balance of $505,000 at September 30, 2003.
16
The Company recently moved its Eiger Net manufacturing facility to a modern
35,000 sq. ft. facility within Seoul, South Korea. This facility includes
equipment capable of manufacturing high quality, technologically complex printed
circuit board assemblies and electronic technical products. A second facility of
approximately the same size is also located in Seoul for the manufacturing of
electronic ballasts. Both facilities are leased.
Item 5. Operating and Financial Review and Prospects
The information provided in this section endeavors to summarize the company's
financial condition and results of operations for the periods specified,
including the causes for material changes to provide an understanding of the
company's business as a whole. The information also attempts to relate all
separate segments of the company. The discussion provided therein should be read
in conjunction with the Company's consolidated financial statements and related
notes.
A. Operating results.
Comparative Analysis Between Fiscal 2003 and 2002
Revenues for the fiscal year ending September 30, 2003 increased 18% to $22.7
million from $19.3 million during the prior year. Loss from operations (net of
unusual items) for the period was $4.0 million ($0.11 per share), compared to a
loss of $5.2 million ($0.15 per share) during the prior year. Unusual items
totaling $3.4 million ($.09 per share) are comprised of non-recurring items
relating to the write-down of certain capital assets, inventory and goodwill and
the discontinued operations of ADH Custom Metal Fabricators, Inc. ("ADH").
Revenue from ongoing operations were as follows:
($'000s) FYE-Sept. 2003 2002 Increase (Decrease)
Onlinetel 4,932 1,917 +157%
Eiger Net 8,638 5,882 +47%
K-Tronik 9,152 10,107 -9%
Newlook n.a.* 1,418 -44%
------ ------
Total 22,722 19,324 +18%
====== ======
* - discontinued operations
Onlinetel and Eiger Net drove Eiger's considerable revenue growth in fiscal
2003. Onlinetel experienced a significant increase in revenues as the company's
core operations shift increasingly towards the rapidly expanding residential
market. Eiger Net's dramatic revenue growth was primarily the result of
increased consumer demand for its products due to the improving global economy.
Newlook's revenues were categorized as discontinued operations as a result of
its May 2003 announcement that it would be ceasing its ADH business and closing
its manufacturing facility. ADH operations were wound-up in August 2003.
17
Operating expenses decreased 17% for fiscal 2003 to $8,166,000 from $9,809,000
for the same period last year. Selling, general and administrative expenses
("SG&A") decreased by 20% in the fiscal year to $6,750,000 from $8,451,000 in
the prior year. SG&A consists primarily of salaries and benefits, and the
operating costs associated with sales. Amortization of capital assets, goodwill
and other assets increased to $908,000 from $797,000 in the previous year mainly
due to the relatively larger capital asset base existing during fiscal 2003.
Interest on long-term debt, other interest and bank charges decreased to
$508,000 in fiscal 2003 from $561,000 in the prior year.
Comparative Analysis Between Fiscal 2002 and 2001
Despite continued weakness in the global economy in 2002, Eiger was successful
in reducing overall losses. In fiscal 2002, earnings per share improved to
($0.15) from ($0.23) in fiscal 2001 and cash flow from operations improved to
($0.7 million) from ($4.7 million) during the same period. Despite revenue
growth at Onlinetel, overall revenue decreased to $19.3 million in fiscal 2002
compared to $30.1 million in fiscal 2001, mainly due to a reduction in Eiger Net
Inc.'s sales of $11.5 million reflecting continued weakness in the global
economy. Revenue from ongoing operations were as follows:
($'000s) FYE-Sept. 2002 2001 Increase (Decrease)
Onlinetel 1,917 234 1,683
Eiger Net 5,882 17,428 (11,546)
K-Tronik 10,107 10,107 --
ADH 1,418 2,301 (883)
------- ------- -------
Total 19,324 30,070 (10,746)
======= ======= =======
Onlinetel revenue increased due to the launch of Voice over IP telephony
services, including flat rate long distance subscription plans, 10-10 casual
calling long distance services, and carrier termination and origination
services. K-Tronik sales were maintained through a broadening of product
offerings and continued increase in brand recognition. ADH sales decreased due
to the reduction in outsourcing needed by its primary customers in South-western
Ontario. Sales at Eiger Labs and Eiger Net decreased as a result of reduced
consumer demand due to a weak global economy.
Expenses decreased approximately 2% during the year ended September 30, 2002 to
$9,809,000 from $9,947,000 for the year ended September 30, 2001. SG&A increased
by approximately 8.7% (2002: $8,451,000; 2001: $ 7,769,000), primarily due to
recording a full year of SG&A from Onlinetel in 2002 vis-a-vis 2 months of
operations in the previous year. SG&A consisted principally of salaries and
benefits, and the operating costs associated with sales at Eiger Labs, Eiger Net
and K-Tronik.
While interest on long-term debt also decreased (September 30, 2002: $60,000;
September 30, 2001: $98,000), other interest and bank charges increased
(September 30, 2002: $501,000; September 30, 2001: $480,000). This was due to a
reduction in long-term debt at Eiger Group of Companies. Amortization of
goodwill and other assets decreased from $1,032,000 in fiscal 2001 to $235,000
in fiscal 2002.
18
B. Liquidity and capital resources.
Cash at September 30, 2003 was $618,000, down from $1,982,000 at September 30,
2002. The Company's accounts receivables declined to $3,598,000 from $5,004,000
while accounts payable/accrued liabilities increased to $4,569,000 from
$4,395,000 at September 30, 2002, respectively during the fiscal year.
C. Research and development, patents and licenses, etc.
Research and development expenses were nil (nil: 2002; $20,000: 2001) for the
year ended September 30, 2003 as a result of a continued cost cutting program in
place until the economy substantially improves.
The Company has employed trained professionals to perform its research and
development work, most of whom have work experience in the field of computer
technology and product development for established corporations such as Samsung
and Garnet Systems.
Management believes that the Company has a competitive advantage over many of
its competitors in terms of product development and market rollout as it has
conducted all of its own research and development, which management believes
many of its competitors do not. This has enabled management to monitor both the
timely development of products with a view to current technology and market
demand as well as controlling the cost-effectiveness of research and development
activities, thereby reducing overhead costs and the risk of timing delays that
could lead to introduction of obsolete products into the rapidly changing
marketplace in which the Company operates.
D. Trend information.
The Company is currently affected by several industry trends. One trend is that
of the expansion of Voice over Internet Protocol (VoIP) usage in North America.
VoIP is expected to a high growth market over the next few years. For example,
voice over packet (VoP)-based services will grow to nearly $197 billion by 2007
from a mere $13 billion in 2002, according to Insight Research. To achieve this
figure, Insight Research forecasts that VoP services will grow at a compounded
rate of more than 72 percent over 2002 to 2007, a figure that would make
packet-voice services one of the fastest-growing segments in telecommunications.
The impetus for this growth is the competitive threat that VoIP poses to
providers of traditional telecom services. Essentially, VoIP substantially
increases communication cost efficiencies by running voice and data over a
single integrated infrastructure and bypassing traditional per minute
telecommunication usage rates.
Through its majority-owned subsidiary, Newlook, Eiger is positioned to play a
principal role in the Canadian VoIP services market. Advertising based calling
networks have been launched nationally in order to significantly expand its user
base and introducing several potentially lucrative VoIP products to its growing
user base including lowest cost 10-10 based international calling and
residential and corporate flat rate subscription plans for unlimited calling
between major centers nationally.
19
The second less significant trend is that of cyclical oversupply in the PC
industry, which affects Eiger's core operating revenue. Currently, the majority
of Eiger's revenue is derived from the OEM manufacture of conventional modem and
modem related computer products such as 56K modems and modem/LAN cards. The
current cyclical trend of oversupply in the PC industry, coupled with reduced
consumer spending and overall economic activity has the effect of a reduction in
orders for components. This trend began in the first fiscal quarter of 2000 and,
although this oversupply of inventory has been worked down somewhat by major
computer companies, it is likely to persist for at least the near term,
resulting in a reduction of orders for Eiger's manufacturing facility in Korea.
E. Off-balance sheet arrangements.
The Company has no off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on the Company's financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that are material to
investors.
Item 6. Directors, Senior Management and Employees
A. Directors and senior management.
The following is a list of the current directors and senior officers of the
Company, their municipalities of residence, their current position with the
Company and their principal occupations:
Gerry A. Racicot Norwich ON President, C.E.O., and Director
Director since August 21, 1992.
Mr. Racicot has a long career in administration, management and self-employment.
The majority of these years were spent as an Investment Account Executive at a
major Canadian brokerage house (Burns Fry), import/export wholesale distribution
and retail business (Red Mountain Holdings Inc. - Stedmans). Mr. Racicot is
wholly involved in managing Eiger's business operations.
Jason R. Moretto Vaughan ON C.F.O. and Director
Director since January 5, 2004.
Mr. Moretto is a Chartered Financial Analyst and Certified General Accountant
whose previous experience includes equity research and practicing as an
accountant in both industry and public practice. He also holds a Bachelor of
Commerce degree from the University of Toronto. Mr. Moretto is wholly involved
in managing Eiger's business operations.
20
Sidney S. Harkema Orillia ON Director
Director since August 22, 1992.
Mr. Harkema founded and built one of Canada's largest privately owned transport
and express companies (Harkema Trucking Group). He served as President and
Chairman of the Board for 27 years. He has since sold the entire trucking
operation, cartage equipment and all 18 terminals located throughout the country
and has devoted his time to public service organizations (principally as
Chairman of the Huntley St. Group of Ministries). Mr. Harkema is not involved in
managing Eiger's daily business operations.
Robert Hoegler Richmond BC Director
Director since February 23, 1996.
Mr. Hoegler is an independent businessman who operates a public relations firm
in the junior industrial sector group of companies under his own name. He is
also a director of MCA Equities Ltd, a private management company. Mr. Hoegler
is not involved in managing Eiger's daily business operations.
Roland P. Austrup Port Sydney ON Director
Director since April 10, 2003.
Mr. Austrup is president and CEO of Integrated Managed Futures Corp., the
managed futures subsidiary of Integrated Asset Management (IAM), a Toronto-based
asset manager with $1.3 billion under management. Mr. Austrup has been an
important bridge between the investment community and Eiger Technology in the
past. Mr. Austrup is not involved in managing Eiger's daily business operations.
There are no arrangements or understandings between any of the officers or
directors of the Company as to their election or employment, nor are there any
family relationships.
B. Compensation.
For the year ended September 30, 2003 Gerry Racicot was compensated $228,000 for
his role as President of the Company. For the same period, Keith Attoe received
$228,000 for his role as C.F.O. of the Company.
A total of 21 persons served as members of the administrative, supervisory or
management bodies of the subsidiaries of the Company during fiscal 2003. The
aggregate remuneration paid to such persons was approximately $2.0 million.
The following is a list of stock options granted during the last full financial
year to members of the Company's executives.
Name Quantity Exercise price Expiry
- --------------------------------------------------------------------------------
Gerry Racicot 100,000 $.55 April 10, 2008
Keith Attoe 100,000 $.55 April 10, 2008
Sidney Harkema 25,000 $.55 April 10, 2008
Rob Hoegler 25,000 $.55 April 10, 2008
Roland Austrup 50,000 $.55 April 10, 2008
21
None of the above options were exercised during the Company's most recently
completed financial year.
There are no other arrangements under which, directors or members of the
Company's administrative, supervisory or management body, were compensated by
the Company during the most recently completed financial year for their
services.
No plan exists, and no amount has been set aside or accrued by the Company or
any of its subsidiaries, to provide pension, retirement or similar benefits for
directors or officers of the Company, or any of its subsidiaries.
C. Board practices.
The directors of the Company are elected annually and hold office until the next
annual general meeting of the Company's shareholders or until their successors
in office are duly elected or appointed. All of the Company's directors were
elected at the Company's most recent annual general meeting, which took place on
March 2, 2004. Under the Company Act (Ontario) the Company is required to hold
an annual general meeting no more than 15 months after its most recent annual
general meeting.
There are no service contracts with the Company or any of it subsidiaries for
the directors providing benefits upon termination of their service.
The Company does not have an executive committee. The audit committee is
comprised of Jason Moretto, Sidney Harkema, Robert Hoegler and Roland Austrup.
The committee operates within the guidelines of the Toronto Stock Exchange.
D. Employees.
The Company and its subsidiaries employ approximately 52 employees worldwide.
The following is a breakdown of persons employed by main category of activity
and geographic location for the last full financial year:
Administrative/ Sales/
Location Clerical Marketing Manufacturing
- --------------------------------------------------------------------------------
Canada 15 7 0
United States 3 6 4
South Korea 5 5 7
The significant reduction in the number of employees from 82 in the prior year
was primarily due to ADH's discontinuance of operations and at Eiger Net from
cost controls established as a result of reduced economic activity, eliminating
15 and 13 staff, respectively.
22
The Company and its subsidiaries have no involvement with labour unions. The
Company and its subsidiaries do not employ a significant number of temporary
employees.
E. Share ownership.
Number of Voting Shares
Beneficially Owned or
Name and Address Occupation Director Since Controlled Directly or Indirectly
- ----------------------------------------------------------------------------------------------------------
Gerry A. Racicot President, Chief August 21, 1992 1,596,755(1)
Norwich, ON Executive Officer and
Director
Jason R. Moretto Chief Financial Officer January 5, 2004 110,148(2)
Vaughan, ON and Director of the
Company;
Sidney S. Harkema Director of the Company; August 21, 1992 1,514,100(3)
Orillia, ON retired
Robert Hoegler Director of the Company; February 23, 1996 Nil(4)
Richmond, BC director of MCA Equities
Ltd., (a private
management company)
Roland P. Austrup Director of the Company; April 10, 2003 6,500(5)
Port Sydney, ON President/CEO of
Integrated Managed
Futures Corp.
- --------------------------------------------------------------------------------------------------------
(1) Mr. Racicot holds options to purchase 1,350,000 shares. Mr. Racicot also
holds warrants to purchase 128,125 shares at $0.55 by March 27, 2004.
(2) Mr. Moretto holds options to purchase 310,000 shares. Mr. Moretto also
holds warrants to purchase 54,348 shares at $0.55 by March 27, 2004.
(3) Mr. Harkema holds options to purchase 225,000 shares.
(4) Mr. Hoegler holds options to purchase 225,000 shares.
(5) Mr. Austrup holds options to purchase 275,000 shares.
- --------------------------------------------------------------------------------
Number of Shares
Beneficially Owned or
Controlled Directly or Percentage of Total
Name Indirectly Shares Issued(1)
- --------------------------------------------------------------------------------
Directors and Officers as a Group 3,227,503 8.4%
- --------------------------------------------------------------------------------
(1) Based on a total of 38,206,451 common shares issued and outstanding as at
March 18, 2004.
At the discretion of the Board, the stock option plan may be exercised in
consideration of services rendered and to be rendered by key personnel and
consultants to the Company, its subsidiaries and affiliates.
23
Item 7. Major Shareholders and Related Party Transactions
A. Major shareholders.
To the Company's knowledge no person holds five percent or more of the Company's
common shares. There has been no significant change in percentage ownership held
by any major shareholder.
All common shareholders have identical voting rights.
There is no trading market for the common shares in the United States. The
following table indicates the approximate number of record holders of common
shares with U.S. addresses and portion and percentage of common shares so held
in the U.S. The calculation is based on the total issued and outstanding as
stated in item 6.E.
Number of Number of Common % of Common shares
U.S. Holders shares held in U.S. held in U.S.
- --------------------------------------------------------------------------------
13 2,654,021 6.95%
The computation of the number and percentage of common shares held in the United
States is based upon the number of common shares held by record holders with
United States addresses and by trusts, estates or accounts with United States
addresses as disclosed to the Company following inquiry to all record holders
known to the trustees, executors, guardians, custodians or the fiduciaries
holding common shares for one or more trusts, estates, or accounts. United
States residents may beneficially own common shares held of record by non-United
States residents.
A substantial number of common shares are held in "Street Name" by trustees,
executors, guardians, custodians or other fiduciaries, including depositories,
brokerage firms and financial institutions. Management is unable to determine
the total number of individual shareholders that this represents.
To the Company's knowledge, the Company is not directly or indirectly owned or
controlled by another corporation(s) or by any foreign government.
The Management does not anticipate any change in the control of the Company.
B. Related party transactions.
No director, executive officer nor any of their associates or affiliates has or
has had an interest in material transactions of the Company.
24
All transactions within the corporate group are in the normal course of
business, are transacted at fair market value, are recorded at the carrying
value at the time and are eliminated upon consolidation.
C. Interests of experts and counsel.
Not Applicable
Item 8. Financial Information
A. Consolidated Statements and Other Financial Information.
The following financial statements have been audited by an independent auditor,
are accompanied by an audit report, and are attached and incorporated herein:
(a) balance sheet;
(b) income statement;
(c) statement showing changes in equity
(d) cash flow statement;
(e) related notes and schedules required by the comprehensive body of
accounting standards pursuant to which the financial statements are prepared;
and
(f) a note analyzing the changes in each caption of shareholders' equity
presented in the balance sheet.
Incorporated herewith are the comparative financial statements covering the
latest three financial years, audited in accordance with a comprehensive body of
auditing standards.
Export Sales
Total Sales Export Sales Export Sales as % of Total Sales
- --------------------------------------------------------------------------------
$ 22,722,000 $ 17,790,000 78.3%
Legal Proceedings
There are no material pending legal proceedings to which the Company is a party
or of which any of its subsidiaries or properties are subject. Management is not
aware of any material proceedings in which any director, any member of senior
management, or any of the Company's affiliates are a party adverse to, or have a
material interest adverse to the Company or its subsidiaries.
25
Dividend Policy
The Company has not paid dividends on the common shares in any of its last five
fiscal years. The directors of the Company will determine if and when dividends
should be declared and paid in the future based on the Company's financial
position at the relevant time. All of the common shares of the Company are
entitled to an equal share in any dividends declared and paid.
B. Significant Changes.
There have been no significant changes since the date of the annual financial
statements included in this document.
Item 9. The Offer and Listing.
A. Offer and listing details.
Information regarding the price history of the stock.
Calendar Period High (Cdn$) Low (Cdn$) Volume
Month Ended
February, 2004 1.34 0.91 2,789,900
January, 2004 1.40 0.88 2,843,400
December, 2003 1.29 0.78 4,633,900
November, 2003 0.84 0.46 4,316,800
October, 2003 0.49 0.42 1,244,700
Quarter Ended
September 30, 2003 0.58 0.43 4,132,700
June 30, 2003 0.69 0.44 3,301,200
March 31, 2003 0.85 0.42 3,250,400
December 31, 2002 0.84 0.50 3,862,507
September 30, 2002 1.55 0.50 4,012,933
June 30, 2002 2.24 0.85 15,040,108
March 31, 2002 1.15 0.38 7,259,916
December 31, 2001 0.63 0.37 6,288,712
Year Ended
September 30, 2001 3.24 0.35 16,397,600
September 30, 2000 10.30 0.90 37,181,900
September 30, 1999 1.73 0.22 10,682,000
Prior to October 11, 1996, all trades were cleared through the VSE and
subsequent to that date all trades were cleared on the TSE.
26
B. Plan of distribution.
Not Applicable.
C. Markets.
The common shares of the Company were listed for trading on the Toronto Stock
Exchange (the "TSE") on October 11, 1996 and previous to this, on the Vancouver
Stock Exchange (the "VSE") on April 3, 1991 under the symbol "AXA".
The common shares were listed on the NASD OTC Electronic Bulletin Board on
October 8, 1997 and trade under the symbol "ETIFF".
D. Selling shareholders.
Not Applicable.
F. Dilution.
Not Applicable.
F. Expenses of the issue.
Not Applicable.
Item 10. Additional Information.
A. Share capital.
Not Applicable.
B. Memorandum and articles of association.
The Company is incorporated under the laws of the Province of Ontario, Canada
and has been assigned company number 942684, with its registered office situated
at 330 Bay St., Suite 602, Toronto, ON M5H 2S8, Canada. The telephone number at
that location is (416) 216-8659.
The purpose of the Company is to perform any and all corporate activities
permissible under Ontario law. A director may vote in respect of any contract or
arrangement in which such director has an interest notwithstanding. Such
director's interest and an interested director will not be liable to the Company
for any profit realized through and such contract or arrangement by reason of
such director holding the office of director. The remuneration of the directors
shall, from time to time be determined by the Company by ordinary resolution.
Directors of the Company are not required to own shares of the Company in order
to serve as directors.
27
The share capital of the Company is an unlimited number of authorized common
shares and 37,040,902 common shares outstanding as at the fiscal year end
September 30, 2003 and 38,206,451 as of March 18, 2004.
All common shares rank equally with other common shares, entitling the common
shareholder to one vote at the annual shareholder's meeting.
There are no provisions for a classified board of directors or for cumulative
voting for directors.
There are no limitations on the rights to own securities, including the rights
of non-resident or foreign shareholders to hold or exercise voting rights on the
securities.
There are no provisions in the Articles of Incorporation that would have the
effect of delaying, deferring or preventing a change in control of the Company
and that would operate only with respect to a merger, acquisition or corporate
restructuring involving the Company (or any of its subsidiaries).
There are no provisions in the Articles of Incorporation governing the ownership
threshold above which shareholder ownership must be disclosed. United States
federal law and Ontario provincial securities law, however, requires that all
directors, executive officers and holders of 10% or more of the stock of a
company that has a class of stock registered under the Securities Exchange Act
of 1934, as amended, disclose such ownership. In addition, holders of more than
5% of a registered equity security must disclose such ownership.
C. Material contracts.
The Company has not entered into any material contracts, other than in the
ordinary course of business, during the preceding two years.
D. Exchange controls.
Canada has no system of currency exchange controls. There are no exchange
restrictions on borrowing from foreign countries nor on the remittance of
dividends, interest, royalties and similar payments, management fees, loan
repayments, settlements of trade debts or the repatriation of capital.
The Investment Canada Act (the "ICA"), enacted on June 20, 1985, requires prior
notification to the Government of Canada on the "acquisition of control" of
Canadian businesses by a non-Canadian, as defined by the ICA. Certain
acquisitions of control, discussed below, are reviewed by the Government of
Canada. The term "acquisition of control" is defined as one or more non-Canadian
persons acquiring all or substantially all of the assets used in the Canadian
business, or the acquisition of the voting shares of a Canadian corporation
carrying on the Canadian business, or the acquisition of the voting interests of
an entity controlling or carrying on the Canadian business. The acquisition of
the majority of the outstanding shares is deemed to be an "acquisition of
control" of a corporation. The acquisition of less than a majority, but
one-third or more, of the voting shares of a corporation is presumed to be an
"acquisition of control" of a corporation unless it can be established that the
purchaser will not control the corporation.
28
Investments requiring notification and review are all direct acquisitions of
Canadian business with assets of Cdn. $5,000,000 or more (subject to the
comments below on WTO investors) and all indirect acquisitions of Canadian
businesses (subject to the comments below on WTO investors) with assets of more
than Cdn. $50,000,000 or with assets of between $5,000,000 and Cdn. $50,000,000
which represent more than 50% of the value of the total international
transactions. In addition, specific acquisitions or new business in designated
types of business activities related to Canada's cultural heritage or national
identity could be reviewed if the government of Canada considers that it is in
the public interest to do so.
The ICA was amended with the implementation of the agreement establishing the
World Trade Organization ("WTO") to provide for special review of thresholds for
"WTO investors", as defined in the ICA. "WTO investors" generally means:
(a) an individual, other than a Canadian, who is a member of a WTO member (such
as, for example, the United States), or who has the right of permanent residence
in relation to that WTO member.
(b) governments of WTO members; and
(c) entities that are not Canadian controlled, but which are WTO investor
controlled as determined by the rules specified in the ICA.
The special review thresholds for WTO investors do not apply, and general rules
described above do not apply, to the acquisition of control of certain types of
businesses specified in the ICA, including business that is a "cultural
business". If the WTO investor rules apply, an investment in the shares of the
Company by or from a WTO investor will be reviewable only if it is an investment
to acquire control of the Company and the value of the assets of the Company is
equal to or greater than a specified amount (the "WTO Review Threshold"). The
WTO Review Threshold is adjusted annually by using a formula relating to
increases in the nominal gross domestic product of Canada. The 1996 WTO Review
Threshold is Cdn. $168,000,000.
If any non-Canadian, whether or not a WTO investor, acquires control of the
Company by the acquisition of shares, but the transaction is not reviewable as
described above, the non-Canadian is required to notify the Canadian government
and to provide certain basic information relating to the investment. A
non-Canadian, or non-WTO investor, is required to provide a notice to the
government on the establishment of a new Canadian business. If the business of
the Company is then a prescribed type of business activity related to Canada's
cultural heritage or national identity, and if the Canadian government considers
it in the public interest to do so, then the Canadian government may give a
notice in writing within 21 days requiring the investment to be reviewed.
29
For non-Canadian (other than WTO investors), and indirect acquisition of
control, by the acquisition of voting interests of an entity that directly or
indirectly controls the Company, is reviewable if the value of the assets of the
Company is then Cdn. $50,000,000 or more. If the WTO investor rules apply, then
this requirement does not apply to a WTO investor, or to a person acquiring the
entity from a WTO investor. Special rules specified in the ICA apply if the
assets of the Company is more than 50% of the value of the assets of the entity
so acquired. By these special rules, if the non-Canadian (whether or not a WTO
investor) is acquiring control of an entity that directly or indirectly controls
the Company, and the value of the assets of the company and all other entities
carrying on business in Canada, calculated in the manner provided by the ICA and
the regulations under the ICA, of the assets of all entities, the control of
which is acquired, directly or indirectly, in the transaction of which the
acquisition of control of the Company forms a part, then the threshold for a
direct acquisition of control as discussed above will apply, that is, a WTO
Review Threshold of Cdn. $168,000,000 (n 1996) for a WTO investor or a threshold
of CDN. $5,000,000 for non-Canadian other than a WTO investor. If the value
exceeds that level the transaction must be reviewed in the same manner as a
direct acquisition of control by the purchase of shares by the Company.
If an investment is renewable, an application for review in the form prescribed
by the regulations is normally required to be filed with the Director appointed
under the ICA (the "Director") prior to the investment taking place and the
investment may not be consummated until the review has been completed. There
are, however, certain exceptions. Applications concerning indirect acquisitions
may be filed up to 30 days after the investment is consummated and applications
concerning reviewable investments in culture-sensitive sectors are required upon
receipt of a notice for review. In addition, the Minister (a person designated
as such under the ICA) may permit an investment to be consummated prior to
completion of the review, if he is satisfied that the delay would cause undue
hardship to the acquirer or jeopardize the operations of the Canadian business
that is being acquired. The Director will submit the application to the
Minister, together with any other information or written undertakings given by
the acquirer and any representation submitted to the Director by a province that
is likely to be of net benefit to Canada, taking into account the information
provided and having regard to certain factors of assessment where they are
relevant. Some of the factors to be considered are:
(a) the effect of the investment on the legal economic activity in Canada,
including the effect on employment, on resource processing, and on the
utilization of parts, components and services produced in Canada;
(b) the effect of the investment on exports from Canada;
30
(c) the degree and significance of participation by Canadians in the Canadian
business and in any industry in Canada of which it forms a part;
(d) the effect of the investment on productivity, industrial efficiency,
technological development, product innovation and product variety in Canada;
(e) the effect of the investment on competition within any industry or
industries in Canada;
(f) the compatibility of the investment with national, industrial, economic, and
cultural policies;
(g) the compatibility of the investment with national, industrial, economic, and
cultural policies taking into consideration industrial, economic, and cultural
objectives enunciated by the government of legislature of any province likely to
be significantly affected by the investment; and
(h) the contribution of the investment to Canada's ability to compete in world
markets.
To ensure prompt review, the ICA set certain time limits for the Director and
the Minister. Within 45 days after a completed application has been received,
the Minister must notify the acquirer that he is satisfied that the investment
is likely to be of net benefit to Canada, or that he is unable to complete his
review, in which case he shall have 30 additional days to complete his review
(unless the acquirer agrees to longer period), or he is not satisfied that the
investment is likely to be of net benefit to Canada.
Where the Minister has advised the acquirer that he is not satisfied that the
investment is likely to be of net benefit to Canada, the acquirer has the right
to make representations and submit undertakings within 30 days of the date of
notice (or any period that is agreed upon between the acquirer and the
Minister). On the expiration of the 30 day period (or the agreed-upon
extension), the Minister must quickly notify the acquirer that he is not
satisfied that the investment is likely to be of net benefit to Canada. In the
latter case, the acquirer my not proceed with the investment or, if the
investment has already been consummated, must divest itself of control of the
Canadian business.
The ICA provides civil remedies for non-compliance with any provision. There are
also criminal penalties for breach of confidentiality or providing false
information.
Except as provided in the ICA, there are no limitations under the laws of
Canada, the Province of British Columbia, or in any constituent documents of the
Company on the right of non-Canadians to hold or vote the common shares of the
Company.
31
E. Taxation.
Certain United States Federal Income Tax Consequences
The following is a general discussion of the material United States Federal
income tax law for U.S. holders that hold such common shares as a capital asset,
as defined under United States Federal income tax law and is limited to
discussion of U.S. Holders that own less than 10% of the common stock. This
discussion does not address all potentially relevant Federal income tax matters
and it does not address consequences peculiar to persons subject to special
provisions of Federal income tax law, such as those described below as excluded
from the definition of a U.S. Holder. In addition, this discussion does not
cover any state, local or foreign tax consequences.
The following discussion is based upon the sections of the Internal Revenue Code
of 1986, as amended to the date hereof (the "Code"), Treasury Regulations,
published Internal Revenue Service ("IRS") rulings, published administrative
positions of the IRS and court decisions that are currently applicable, any or
all of which could be materially and adversely changed, possibly on a
retroactive basis, at any time. In addition, this discussion does not consider
the potential effects, both adverse and beneficial, of any future legislation
which, if enacted, could be applied, possibly on a retroactive basis, at any
time. The following discussion is for general information only and it is not
intended to be, nor should it be construed to be, legal or tax advice to any
holder or prospective holder of common shares of the Company and no opinion or
representation with respect to the United States Federal income tax consequences
to any such holder or prospective holder is made. Accordingly, holders and
prospective holders of common shares of the Company should consult their own tax
advisors about the Federal, state, local, and foreign tax consequences of
purchasing, owning and disposing of common shares of the Company.
U.S. Holders
As used herein, a "U.S. Holder" is a holder of common shares of the Company who
or which is a citizen or individual resident (or is treated as a citizen or
individual resident) of the United States for federal income tax purposes, a
corporation or partnership created or organized (or treated as created or
organized for federal income tax purposes) in the United States, including only
the States and District of Columbia, or under the law of the United States or
any State or Territory or any political subdivision thereof, or a trust or
estate the income of which is includable in its gross income for federal income
tax purposes without regard to its source, if, (i) a court within the United
States is able to exercise primary supervision over the administration of the
trust and (ii) one or more United States trustees have the authority to control
all substantial decisions of the trust. For purposes of this discussion, a U.S.
Holder does not include persons subject to special provisions of Federal income
tax law, such as tax-exempt organizations, qualified retirement plans, financial
institutions, insurance companies, real estate investment trusts, regulated
investment companies, broker-dealers and Holders who acquired their stock
through the exercise of employee stock options or otherwise as compensation.
32
Distributions on common shares of the Company
U.S. Holders receiving dividend distributions (including constructive dividends)
with respect to common shares of the Company are required to include in gross
income for United States Federal income tax purposes the gross amount of such
distributions to the extent that the Company has current or accumulated earnings
and profits, without reduction for any Canadian income tax withheld from such
distributions. Such Canadian tax withheld may be credited, subject to certain
limitations, against the U.S. Holder's United States Federal income tax
liability or, alternatively, may be deducted in computing the U.S. Holder's
United States Federal taxable income by those who itemize deductions. (See more
detailed discussion at "Foreign Tax Credit" below). To the extent that
distributions exceed current or accumulated earnings and profits of the Company,
they will be treated first as a return of capital up to the U.S. Holder's
adjusted basis in the common shares and thereafter as gain from the sale or
exchange of the common shares. Preferential tax rates for long-term capital
gains are applicable to a U.S. Holder which is an individual, estate or trust.
There are currently no preferential tax rates for long-term capital gains for a
U.S. Holder which is a corporation.
Dividends paid on the common shares of the Company will not generally be
eligible for the dividends received deduction provided to corporations receiving
dividends from certain United States corporations. A U.S. Holder which is a
corporation may, under certain circumstances, be entitled to a 70% deduction of
the United States source portion of dividends received from the Company if such
U.S. Holder owns shares representing at least 10% of the voting power and value
of the Company. The availability of this deduction is subject to several complex
limitations, which are beyond the scope of this discussion.
Foreign Tax Credit
A U.S. Holder who pays (or has withheld from distributions) Canadian income tax
with respect to the ownership of common shares of the Company may be entitled,
at the option of the U.S. Holder, to either a deduction or a tax credit for such
foreign tax paid or withheld. Generally, it will be more advantageous to claim a
credit because a credit reduces United States Federal income taxes on a
dollar-for-dollar basis, while a deduction merely reduces the taxpayer's income
subject to tax. This election is made on a year-by-year basis and applies to all
foreign taxes paid by (or withheld from) the U.S. Holder during that year. There
are significant and complex limitations, which apply to the credit, among which
is the general limitation that the credit cannot exceed the proportionate shares
of the U.S. Holder's United States income tax liability that the U.S. Holder's
foreign source income bears to his or its world-wide taxable income. In the
determination of the application of this limitation, the various items of income
and deduction must be classified into foreign and domestic sources. Complex
rules govern this classification process. There are further limitations on the
foreign tax credit for certain types of income such as "passive income," "high
withholding tax interest," "financial services income," "shipping income" and
certain other classifications of income. The availability of the foreign tax
credit and the application of the limitations on the credit are fact specific
and holders and prospective holders of common shares of the Company should
consult their own tax advisors regarding their individual circumstances.
33
Disposition of common shares of the Company
A U.S. Holder will recognize gain or loss upon the sale of common shares of the
Company equal to the difference, if any, between the amount of cash plus the
fair market value of any property received, and the Holder's tax basis in the
common shares of the Company. This gain or loss will be capital gain or loss if
the common shares are a capital asset in the hands of the U.S. Holder. Any
capital gain will be a short-term or long-term capital gain or loss depending
upon the holding period of the U.S. Holder. Gains and losses are netted and
combined according to special rules in arriving at the overall capital gain or
loss for a particular tax year. Deductions for net capital losses are subject to
significant limitations. For U.S. Holders which are individuals, any unused
portion of such net capital loss may be carried over to be used in later tax
years until such net capital loss is thereby exhausted. For U.S. Holders which
are corporations (other than corporations subject to Subchapter S of the Code),
an unused net capital loss may be carried back three years from the loss year
and carried forward five years from the loss year to be offset against capital
gains until such net capital loss is thereby exhausted.
Canadian Federal Income Taxation
The following discussion summarizes the principal Canadian federal income tax
considerations generally applicable to a person who owns one or more common
shares of the Company (the "Shareholder"), and who at all material times for the
purposes of the Income Tax Act (Canada) (the "Canadian Act") deals at arm's
length with the Company, holds all common shares solely as capital property, is
a non-resident of Canada, and does not, and is not deemed to, use or hold any
Common share in or in the course of carrying on business in Canada. It is
assumed that the common shares will at all material times be listed on a stock
exchange that is prescribed for the purposes of the Canadian Act.
This summary is based on the current provisions of the Canadian Act, including
the regulations thereunder, and the Canada-United States Income Tax Convention
(1980) (the "Treaty") as amended. This summary takes into account all specific
proposals to amend the Canadian Act and the regulations thereunder publicly
announced by the government of Canada to the date hereof and the Company's
understanding of the current published administrative and assessing practices of
Canada Customs and Revenue Agency. It is assumed that all such amendments will
be enacted substantially as currently proposed, and that there will be no other
material change to any such law or practice, although no assurances can be given
in these respects. Except to the extent otherwise expressly set out herein, this
summary does not take into account any provincial, territorial or foreign income
tax law or treaty.
This summary is not, and is not to be construed as, tax advice to any particular
Shareholder. Each prospective and current Shareholder is urged to obtain
independent advice as to the Canadian income tax consequences of an investment
in common shares applicable to the Shareholder's particular circumstances.
34
A Shareholder generally will not be subject to tax pursuant to the Canadian Act
on any capital gain realized by the Shareholder on a disposition of a Common
share unless the Common share constitutes "taxable Canadian property" to the
Shareholder for purposes of the Canadian Act and the Shareholder is not eligible
for relief pursuant to an applicable bilateral tax treaty. A Common share that
is disposed of by a Shareholder will not constitute taxable Canadian property of
the Shareholder provided that the Common share is listed on a stock exchange
that is prescribed for the purposes of the Canadian Act (the Toronto Stock
Exchange is so prescribed), and that neither the Shareholder, nor one or more
persons with whom the Shareholder did not deal at arm's length, alone or
together at any time in the five years immediately preceding the disposition
owned, or owned any right to acquire, 25% or more of the issued shares of any
class of the capital stock of the Company. In addition, the Treaty generally
will exempt a Shareholder who is a resident of the United States for the
purposes of the Treaty, and who would otherwise be liable to pay Canadian income
tax in respect of any capital gain realized by the Shareholder on the
disposition of a Common share, from such liability provided that the value of
the Common share is not derived principally from real property (including
resource property) situated in Canada or that the Shareholder does not have, and
has not had within the 12-month period preceding the disposition, a "permanent
establishment" or "fixed base," as those terms are defined for the purposes of
the Treaty, available to the Shareholder in Canada. The Treaty may not be
available to a non-resident Shareholder that is a U.S. LLC, which is not subject
to tax in the U.S.
Any dividend on a Common share, including a stock dividend, paid or credited, or
deemed to be paid or credited, by the Company to a Shareholder will be subject
to Canadian withholding tax at the rate of 25% on the gross amount of the
dividend, or such lesser rate as may be available under an applicable income tax
treaty. Pursuant to the Treaty, the rate of withholding tax applicable to a
dividend paid on a Common share to a Shareholder who is a resident of the United
States for the purposes of the Treaty will be reduced to 5% if the beneficial
owner of the dividend is a company that owns at least 10% of the voting stock of
the Company, and in any other case will be reduced to 15%, of the gross amount
of the dividend. It is Canada Customs and Revenue Agency`s position that the
Treaty reductions are not available to a Shareholder that is a "limited
liability company" resident in the United States. The Company will be required
to withhold any such tax from the dividend, and remit the tax directly to Canada
Customs and Revenue Agency for the account of the Shareholder.
F. Dividends and paying agents.
Not Applicable.
G. Statement by experts.
Not Applicable.
35
H. Documents on display.
The documents concerning the Company which are referred to in the document are
located at its principal executive office in Toronto, at the address stated at
the beginning of this document.
I. Subsidiary Information.
Not Applicable.
Item 11. Quantitative and Qualitative Disclosures About Market Risk.
Not Applicable.
Item 12. Description of Securities other than Equity Securities.
Not Applicable.
PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies.
Not Applicable.
Item 14. Material Modifications to the Rights of Security Holders and Use of
Proceeds.
Not Applicable.
Item 15. Controls and Procedures.
Our Chief Executive Officer and Chief Financial Officer, after evaluating the
effectiveness of the Company's disclosure controls and procedures (as defined in
US Exchange Act Rule 13a-14(c)) within 90 days of the date of this Form 20-F,
have concluded that, as of such date, the Company's disclosure controls and
procedures were effective to ensure that material information relating to the
Company was made known to them by others within the Company particularly during
the period in which this Form 20-F was being prepared.
There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date
our Chief Executive Officer and our Chief Financial Officer completed their
evaluation, nor were there any significant deficiencies or material weaknesses
in the Company's internal controls requiring corrective actions.
36
Item 16. [Reserved]
Item 16A. Audit committee financial expert.
The Company's Board of Directors has determined that the Company has at least
one audit committee financial expert serving on its audit committee. The
Company's audit committee financial expert is Jason Moretto, who is not
considered independent for audit committee purposes, and who also serves as the
Company's Chief Financial Officer.
Item 16B. Code of Ethics.
The Company has adopted a code of ethics that applies to its Chief Executive
Officer and Chief Financial Officer. The code of ethics may be viewed on the
Company's website, www.eigertechnology.com.
37
PART III
Item 17. Financial Statements.
Not Applicable.
Item 18. Financial Statements.
The following financial statements are attached to and form part of this Annual
Report:
Audit Report
Audited Consolidated Financial Statements of the Company for the years ended
September 30, 2003, September 30, 2002 and September 30, 2001.
Item 19. Exhibits.
Exhibit Number
Page
----
1.1 Certificate of Incorporation dated September 8, 1986. *
1.2 Certificate of Name Change dated November 26, 1999. *
1.3 Articles (Bylaws) of the Corporation. *
1.4 Company Stock Option Plan *
4.a.1 Plan of Exchange dated as of August 3, 2001 between
Onlinetel and Eiger Technology, Inc. *
4.a.2 Share Purchase Agreement dated as of November 8, 2001
among ETIFF Holdings Inc., K-Tronik International Corp.,
and LMC Capital Corp. *
4.a.3 Share Purchase Agreement dated as of December 19, 2001
among Vision Unlimited Equipment Inc., ADH Custom Metal
Fabricators Inc., and Newlook Capital Corp. *
31 Section 302 Certifications
32 Section 906 Certifications
* Adopted by reference, as previously filed with the Commission.
38
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for
filing on Form 20-F and that it has duly caused and authorized the undersigned
to sign this Annual Report on its behalf.
Eiger Technology, Inc.
/s/ GERRY RACICOT
-----------------
Gerry Racicot
President and C.E.O.
March 25, 2004
39
EIGER TECHNOLOGY, INC.
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003, 2002 and 2001
EIGER TECHNOLOGY, INC.
INDEX
September 30, 2003, 2002 and 2001
Auditor's Report
Consolidated Financial Statements
Balance Sheets
Statements of Operations and Retained Earnings
Statements of Cash Flows
Notes to the Consolidated Financial Statements
[LETTERHEAD OF MONTEITH, MONTEITH & CO.]
AUDITOR'S REPORT
To the Shareholders of
Eiger Technology, Inc.:
We have audited the consolidated balance sheets of Eiger Technology, Inc.
as at September 30, 2003, 2002 and 2001 and the consolidated statements of
operations and retained earnings and cash flows for the years then ended. These
financial statements are the responsibility of the company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally
accepted in Canada and the United States of America. Those standards require
that we plan and perform an audit to obtain reasonable assurance 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.
In our opinion, the financial statements present fairly, in all material
respects, the financial position of Eiger Technology, Inc. as at September 30,
2003, 2002 and 2001 and the results of its operations and its cash flows for the
years then ended in accordance with accounting principles generally accepted in
Canada.
Monteith, Monteith & Co.
CHARTERED ACCOUNTANTS.
Stratford, Ontario,
December 30, 2003.
EIGER TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEETS
as at September 30
ASSETS
2003 2002 2001
---- ---- ----
$ $ $
Current:
Cash 618,000 1,982,000 1,847,000
Short-term Investments (Note 5) 409,000 1,653,000 4,146,000
Accounts Receivable (Note 6) 3,598,000 5,004,000 8,759,000
Inventory 3,049,000 4,493,000 6,545,000
Prepaid Expenses 681,000 378,000 769,000
------------ ------------ ------------
8,355,000 13,510,000 22,066,000
Long-term Investments (Note 5) 736,000 1,650,000 404,000
Capital (Note 7) 3,528,000 4,867,000 4,541,000
Goodwill 2,114,000 3,013,000 2,488,000
Future Income Tax Benefit 98,000 -- --
Other (Note 8) 947,000 718,000 1,222,000
------------ ------------ ------------
15,778,000 23,758,000 30,721,000
============ ============ ============
LIABILITIES and SHAREHOLDERS' EQUITY
Current:
Bank Indebtedness (Note 9) 3,766,000 4,028,000 3,515,000
Accounts Payable and Accrued Liabilities 4,569,000 4,395,000 5,616,000
Current Portion of Long-term Debt (Note 10) 420,000 145,000 120,000
------------ ------------ ------------
8,755,000 8,568,000 9,251,000
------------ ------------ ------------
Long-term Debt (Note 10) 1,036,000 940,000 1,014,000
------------ ------------ ------------
Non-controlling Interest (3,172,000) (1,873,000) (671,000)
------------ ------------ ------------
Shareholders' Equity:
Share Capital (Note 12) 42,685,000 42,235,000 42,001,000
Contributed Surplus 217,000 217,000 217,000
Retained Earnings (33,743,000) (26,329,000) (21,091,000)
------------ ------------ ------------
9,159,000 16,123,000 21,127,000
------------ ------------ ------------
15,778,000 23,758,000 30,721,000
============ ============ ============
On Behalf of the Board:
"Gerry Racicot" Director
-----------------------------
Gerry Racicot
"Keith Attoe" Director
-----------------------------
Keith Attoe
(See Accompanying Notes)
EIGER TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS of OPERATIONS and RETAINED EARNINGS
for the years ended September 30
2003 2002 2001
---- ---- ----
$ $ $
Sales 22,722,000 19,325,000 30,070,000
Cost of Sales 19,896,000 17,146,000 27,711,000
------------ ------------ ------------
Gross Margin 2,826,000 2,179,000 2,359,000
------------ ------------ ------------
Expenses:
Selling, General and Administration 6,500,000 8,451,000 7,769,000
Amortization of Capital Assets 658,000 562,000 568,000
Amortization of Goodwill and Other 171,000 235,000 1,032,000
Interest on Long-term Debt 66,000 60,000 98,000
Other Interest and Bank Charges 401,000 501,000 480,000
------------ ------------ ------------
7,796,000 9,809,000 9,947,000
------------ ------------ ------------
Income (Loss) before Provision for Income Taxes (4,970,000) (7,630,000) (7,588,000)
------------ ------------ ------------
Provision for Income Taxes:
Current -- -- (6,000)
Future (98,000) -- (56,000)
------------ ------------ ------------
(98,000) -- (62,000)
------------ ------------ ------------
Income (Loss) before Unusual Items (4,872,000) (7,630,000) (7,526,000)
Discontinued Operations (Note 13) (321,000) -- --
Gain on Disposal of Discontinued Operations -- -- --
Non-recurring Items (Note 14) (3,106,000) -- (16,366,000)
------------ ------------ ------------
Income (Loss) before Non-controlling Interest (8,299,000) (7,630,000) (23,892,000)
Non-controlling Interest (885,000) (2,392,000) (3,565,000)
------------ ------------ ------------
Net Income (Loss) for the Year (7,414,000) (5,238,000) (20,327,000)
Retained Earnings - Beginning of Year (26,329,000) (21,091,000) (764,000)
------------ ------------ ------------
Retained Earnings - End of Year (33,743,000) (26,329,000) (21,091,000)
============ ============ ============
Earnings per Share:
Before Non-recurring Items
Basic (0.11) (0.15) (0.23)
------------ ------------ ------------
Diluted (0.11) (0.15) (0.23)
------------ ------------ ------------
Net Income (Loss)
Basic (0.20) (0.15) (0.61)
------------ ------------ ------------
Diluted (0.20) (0.15) (0.61)
------------ ------------ ------------
(See Accompanying Notes)
EIGER TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS of CASH FLOWS
for the years ended September 30
2003 2002 2001
---- ---- ----
$ $ $
Cash Flows from Operating Activities:
Net Income (Loss) for the Year (7,414,000) (5,238,000) (20,327,000)
Items not Involving Cash:
Non-recurring Items (Note 14) 3,106,000 -- 16,366,000
Non-controlling Interest (Incl. Discontinued Operations) (968,000)
Amortization (Incl. Discontinued Operations) 908,000 797,000 1,600,000
Future Income Taxes (98,000) -- (56,000)
------------ ------------ ------------
(4,466,000) (4,441,000) (2,417,000)
------------ ------------ ------------
Changes in Non-cash Working Capital Balances:
Accounts Receivable 1,406,000 3,755,000 3,280,000
Inventory 1,444,000 2,052,000 3,203,000
Prepaid Expenses (303,000) 391,000 (83,000)
Accounts Payable and Accrued Liabilities 174,000 (1,221,000) (5,568,000)
Income Taxes Payable -- -- (39,000)
Non-controlling Interest -- (1,202,000) (3,094,000)
------------ ------------ ------------
(1,745,000) (666,000) (4,718,000)
------------ ------------ ------------
Cash Flows from Investing Activities:
Purchase of Capital Assets (224,000) (888,000) (478,000)
Long-term Investments (847,000) (1,246,000) (3,571,000)
Purchase of Goodwill and Other Assets (135,000) (256,000) (2,531,000)
------------ ------------ ------------
(1,206,000) (2,390,000) (6,580,000)
------------ ------------ ------------
Cash Flows from Financing Activities:
Increase (Decrease) in Long-term Debt 371,000 (49,000) (474,000)
Increase (Decrease) in Bank Indebtedness (262,000) 513,000 845,000
Issuance of Share Capital (Net of Costs) 234,000 234,000 3,106,000
------------ ------------ ------------
343,000 698,000 3,477,000
------------ ------------ ------------
Net Cash Flows for the Year (2,608,000) (2,358,000) (7,821,000)
Cash and Cash Equivalents - Beginning of the Year 3,635,000 5,993,000 13,814,000
------------ ------------ ------------
Cash and Cash Equivalents - End of the Year 1,027,000 3,635,000 5,993,000
============ ============ ============
Cash and Cash Equivalents Represented by:
Cash 618,000 1,982,000 1,847,000
Short-term Investments 409,000 1,653,000 4,146,000
------------ ------------ ------------
1,027,000 3,635,000 5,993,000
============ ============ ============
(See Accompanying Notes)
EIGER TECHNOLOGY, INC.
NOTES to the CONSOLIDATED FINANCIAL STATEMENTS
1. Nature of Business:
Eiger Technology, Inc. ("the Company") is incorporated under the laws of
Ontario. Through its various subsidiaries, the Company offers Voice over
Internet Protocol services to the Canadian long-distance market and
manufactures and distributes electronic/computer peripherals and
electronic ballasts to OEM and consumer markets worldwide.
2. Significant Accounting Policies:
(a) Basis of Preparation:
These financial statements have been prepared in accordance with
accounting principles generally accepted in Canada ("Cdn. GAAP"). A
reconciliation to U.S. generally accepted accounting principles
("U.S. GAAP") is provided in Note 15. Because a precise
determination of assets and liabilities depends on future events,
the preparation of periodic financial statements necessitates the
use of estimates and approximations. Actual amounts may differ from
these estimates.
(b) Principles of Consolidation:
The accompanying consolidated financial statements include the
accounts of Eiger Technology, Inc. and all of its subsidiary
companies as listed in Note 4. All significant intercompany
transactions and balances have been eliminated upon consolidation.
(c) Cash and Cash Equivalents:
Cash and cash equivalents consist of cash on account and short-term
investments with remaining maturities of three months or less at
acquisition.
(d) Inventory:
Inventory is valued at the lower of cost and net realizable value.
Cost is determined on a first-in, first-out basis and includes the
costs of materials and direct labour plus the applicable share of
manufacturing overhead.
(e) Investments:
All non-consolidated investments are accounted for at cost.
Short-term investments are written down to market value when less
than cost. Long-term investments are written down to market value
when a decline in market value below the carrying value is
considered to be other than temporary.
EIGER TECHNOLOGY, INC.
NOTES to the CONSOLIDATED FINANCIAL STATEMENTS
2. Significant Accounting Policies - continued:
(f) Capital Assets:
Capital assets are recorded at cost. Amortization is calculated on
the declining-balance basis at the following annual rates:
Building - 4-5%
Machinery and Equipment - 5-10%
Automotive Equipment - 20-30%
Computer Equipment - 20-30%
Leasehold Improvements - 10% straight line basis
(g) Goodwill:
Goodwill represents the excess of the purchase price of the
Company's interest in subsidiary companies over the fair value of
the underlying net identifiable assets at the time of acquisition.
Goodwill is amortized over 10 years on a straight-line basis (40
years for acquisitions prior to 1997). Goodwill arising on
acquisitions after June 30, 2001 is not amortized. Management
evaluates the expected future net cash flows of the companies at
each reporting date and adjusts goodwill for any impairment.
(h) Other Assets:
Product development costs meeting generally accepted criteria for
deferral are written down to expected realizable value, and are
amortized once production commences over periods ranging from three
to ten years, depending on the anticipated economic life of the
particular product. Deferred organization, finance, and regulatory
approval costs are amortized over 2 to 5 years. Long-term lease
deposits are recorded at cost.
(i) Income Taxes:
Income taxes are provided using the liability method of tax
allocation. Under this method, future tax assets and liabilities are
determined based on differences between financial reporting and
income tax bases of assets and liabilities, and are measured using
the substantially enacted tax rates and laws that will be in effect
when the differences are expected to reverse.
(j) Issuance of Share Capital:
The costs of issuing share capital are netted against share capital.
EIGER TECHNOLOGY, INC.
NOTES to the CONSOLIDATED FINANCIAL STATEMENTS
2. Significant Accounting Policies - continued:
(k) Revenue Recognition:
Sales are recorded upon shipment to customers. Fees are recognized
as services are rendered.
(l) Foreign Currency Translation:
Due to the extensive degree of financing provided to its foreign
subsidiaries by the Company, these subsidiaries are considered to be
integrated operations. Accordingly, the temporal method of foreign
currency translation is used. Under this method, monetary assets and
liabilities of foreign subsidiaries are translated into Canadian
dollars using the exchange rate in effect at the balance sheet date,
non-monetary items are translated at historical exchange rates
(except for items carried at market, which are translated at the
balance sheet date exchange rate), and revenues and expenses are
translated using average exchange rates to approximate the rates
actually in effect at the time of the transactions. Resulting
foreign exchange translation gains or losses are included in the
determination of net income for the year, except for such gains or
losses relating the translation or settlement of foreign currency
denominated long-term monetary items which are deferred and
amortized over the remaining life of the monetary item. There were
no material exchange gains or losses on long-term foreign currency
denominated monetary items during either of the reporting periods.
(m) Stock-based Compensation:
Effective October 1, 2002, the Company adopted the recommendations
of CICA Section 3870, "Stock-based Compensation and Other
Stock-based Payments", which established standards for the
recognition, measurement and disclosure of stock-based compensation
and other stock-based payments made in exchange for goods and
services. Under the new provisions, stock-based compensation should
be recognized on a fair value basis for stock-based payments to
non-employees, and for employee awards that are direct awards of
stock, or call for settlement in cash or other assets. The new
section permits the Company to continue its existing policy of not
recognizing any compensation expense upon the granting of stock
options to its employees. Consideration paid by employees on the
exercise of stock options is recorded as share capital. The new
section does, however, require additional disclosures for options
granted to employees, including the disclosure of pro-forma earnings
and pro-forma earnings per share calculated as if the fair value
method of accounting had been used. This information is provided in
Note 3.
EIGER TECHNOLOGY, INC.
NOTES to the CONSOLIDATED FINANCIAL STATEMENTS
2. Significant Accounting Policies - continued:
(n) Earnings per Share:
Basic earnings per share is calculated based on the weighted average
number of shares outstanding during the year. Diluted earnings per
share is calculated using the treasury stock method based on the
weighted average number of shares that would have been outstading
during the year had all the dilutive options been exercisted at the
beginning of the year, or date of issuance if later, and assuming
that option proceeds would be used to purchase common shares at the
average market price during the year.
3. Stock-based Compensation:
Effective October 1, 2002, the Company adopted the recommendations of CICA
Section 3870, "Stock-based Compensation and Other Stock-based Payments",
which requires the disclosure of pro-forma net income as if the Company
had accounted for its stock options issued to employees subsequent to
September 30, 2002 under the fair value method. Pro-forma results,
including stock-based compensation, for the year ended September 30, 2003
and the years ended September 30, 2002 and 2001 for comparison, are as
follows:
2003 2002 2001
---- ---- ----
$ $ $
Net Loss - as Reported (7,414,000) (5,238,000) (20,327,000)
Stock-based Compensation Expense (195,000) (285,000) (1,766,000)
----------- ----------- -----------
Net Loss - Pro-forma (7,609,000) (5,523,000) (22,093,000)
=========== =========== ===========
Earnings per Share - as Reported (0.20) (0.15) (0.61)
=========== =========== ===========
Earnings per Share - as Pro-forma (0.21) (0.15) (0.64)
=========== =========== ===========
The fair value of each option grant is estimated as of the grant date
using the Black-Scholes option-pricing model. For the twelve months ended
September 30, 2003, the Company used the following weighted average
assumptions: risk-free interest rate of 4.50%; expected volatility of 6%;
expected life of 5 years: expected divided yield of 0%.
Details of outstanding stock options are disclosed in Note 12.
EIGER TECHNOLOGY, INC.
NOTES to the CONSOLIDATED FINANCIAL STATEMENTS
4. Subsidiaries and Related Party Transactions:
Eiger Technology, Inc. is related to the following corporations:
Name of Corporation Nature of Relationship
------------------- ----------------------
Newlook Industries Corp. 83.2% Subsidiary
Vision Unlimited Equipment Inc.* 100% Subsidiary of Newlook
Industries Corp.
A.D.H. Custom Metal Fabricators Inc. 100% Subsidiary of Vision
Unlimited Equipment Inc.
Alexa Properties Inc. 100% Subsidiary
ETIFF Holdings, Inc.* 100% Subsidiary
K-Tronik International Corp.* 64% Subsidiary of ETIFF
Holdings, Inc.
K-Tronik North America Corp. 100% Subsidiary of K-Tronik
International Corp.
K-Tronik Asia Corp. 100% Subsidiary of K-Tronik
North America Corp.
Alexa Korea Holdings, Inc.* 100% Subsidiary
EigerNet, Inc. 58.4% Subsidiary of Alexa Korea
Holdings, Inc.
Alexa (U.S.A.), Inc.* 100% Subsidiary
Eiger Labs Group, Inc. 64% Subsidiary of Alexa
(U.S.A.), Inc.
Onlinetel Corp. 100% Subsidiary
Onlinetel Inc. 100% Susidiary of
Onlinetel Corp.
* Inactive - holding company only
All transactions within the corporate group are in the normal course of
business, are transacted at fair market value, are recorded at the carrying
value at the time, and are eliminated upon consolidation. Intercompany balances
at the financial statement date are also eliminated upon consolidation.
Service fees paid to corporations owned by management personnel during fiscal
2003 totalled $481,000 (2002: $456,000; 2001: $412,000).
EIGER TECHNOLOGY, INC.
NOTES to the CONSOLIDATED FINANCIAL STATEMENTS
5. Investments:
(a) Short-term Investments:
Short-term investments are comprised of Canadian money market funds and
short-term commercial paper plus accrued interest, having a market value
equivalent to their cost amount.
(b) Long-term Investments:
2003 2002 2001
---- ---- ----
$ $ $
Advances to Lexatec VR Systems Inc. 96,000 123,000 324,000
Subsidiary long-term portfolio investments 640,000 1,527,000 80,000
Other -- -- --
--------- --------- ---------
736,000 1,650,000 404,000
========= ========= =========
The advances noted above are non-interest bearing, and have no specific
terms of repayment.
6. Accounts Receivable:
Accounts receivable are reported net of an allowance for doubtful accounts
of $2,662,000 (2002: $2,373,000; 2001: 196,000).
7. Capital Assets:
2003 2002 2001
----------------------------------------- -------------------------
Accumulated Net Book Net Book Net Book
Cost Amortization Value Value Value
----------------------------------------------------------------------
$ $ $ $ $
Land 218,000 -- 218,000 217,000 159,000
Buildings 1,102,000 183,000 919,000 910,000 920,000
Machinery and Equipment 3,340,000 2,392,000 948,000 1,930,000 1,516,000
Furniture and Fixtures 663,000 474,000 189,000 255,000 428,000
Automotive Equipment 183,000 107,000 76,000 95,000 118,000
Leasehold Improvements -- -- -- 112,000 116,000
Telecommunications 1,338,000 386,000 952,000 1,018,000 799,000
Computer Equipment 464,000 238,000 226,000 330,000 485,000
---------- ---------- ---------- ---------- ----------
7,308,000 3,780,000 3,528,000 4,867,000 4,541,000
========== ========== ========== ========== ==========
EIGER TECHNOLOGY, INC.
NOTES to the CONSOLIDATED FINANCIAL STATEMENTS
8. Other:
2003 2002 2001
---- ---- ----
$ $ $
Product Development Costs 172,000 -- 298,000
Non-interest Bearing Long-term Deposits 544,000 409,000 682,000
Regulatory Approval 143,000 153,000 174,000
Other 88,000 156,000 68,000
---------- ---------- ----------
947,000 718,000 1,222,000
========== ========== ==========
9. Bank Indebtedness :
Foreign and domestic subsidiary lines of credit balances bear interest at
rates ranging from 5 - 7.3%, are secured by short-term investments,
inventory and equipment, and are repayable upon demand.
10. Long-term Debt:
2003 2002 2001
---- ---- ----
$ $ $
Royal Bank of Canada term loan repayable in
monthly instalments of $10,000 plus interest
calculated at Royal Bank prime plus 1/4% 505,000 625,000 745,000
Capital lease obligations - repayable over two
years; interest rates averaging 22.0% 542,000 -- --
KiUp Bank (Korea) term loan, interest only
through fiscal 2005, then repayable at $71,000
per year through fiscal 2010; interest at 4.9% 354,000 375,000 --
Other 55,000 85,000 389,000
---------- ---------- ----------
1,456,000 1,085,000 1,134,000
Less: Current Portion (420,000) (145,000) (120,000)
---------- ---------- ----------
1,036,000 940,000 1,014,000
========== ========== ==========
Principal payments required on long-term debt for the next five years are
as follows: 2004: $420,000; 2005: $362,000; 2006: $191,000; 2007:
$191,000; 2008: $96,000.
EIGER TECHNOLOGY, INC.
NOTES to the CONSOLIDATED FINANCIAL STATEMENTS
11. Financial Instruments:
(a) Fair Value:
Cash and cash equivalents, short-term investments, accounts receivable and
payable, and bank indebtedness are carried at cost which approximates fair
value due to their short time to maturity. Management believes the
carrying value of long-term investments to be equivalent to their fair
market value. The fair values of the Company's long-term debt obligations,
based on current rates for debt with similar terms and maturities, are
approximately the same as their carrying values.
(b) Interest Rate Risk:
The Company is not exposed to significant interest rate risk due to the
short-term maturity of its current monetary assets and liabilities. The
Company's interest rate risk pertaining to its long- term debt obligations
is not considered to be significant due to the relatively low amounts
involved.
(c) Credit Risk:
The Company's financial assets that are exposed to credit risk consist
primarily of short-term investments, accounts receivable, and long-term
investments.
Short-term investments consist solely of money market funds and short-term
commercial paper issued by investment-rated Canadian financial
institutions, and are invested for terms not exceeding 90 days.
The Company, in the normal course of business, is exposed to credit risk
from its customers. Management believes that sufficient allowance has been
made for bad debts in these financial statements based on a review of
accounts on an individual basis. The concentration of credit risk in trade
accounts receivable is not considered to be significant due to the
Company's large client base.
The Company is also exposed to credit risk with respect to its long-term
advances to Lexatec VR Systems Inc. and certain subsidiary investments.
Advances to Lexatec VR Systems Inc. are partially secured by a pledge of
reciprocal shareholdings.
EIGER TECHNOLOGY, INC.
NOTES to the CONSOLIDATED FINANCIAL STATEMENTS
12. Share Capital:
Authorized: 100,000,000 Common Shares
Issued:
2003 2002 2001
-------------------------- -------------------------- --------------------------
No. of $ No. of $ No. of $
Shares Shares Shares
------ ------ ------
Beginning of Year: 36,615,853 42,799,000 36,215,853 42,543,000 33,945,858 39,437,000
Issued - private placement 993,098 450,000 -- -- 70,000 1,839,000
- exercise of options -- -- 310,000 209,000 400,000 350,000
- acquisitions -- -- -- -- 1,799,995 936,000
- other -- -- 90,000 47,000 -- --
- costs of issue -- -- -- -- -- (19,000)
-------------------------- -------------------------- --------------------------
End of Year: 37,608,951 43,249,000 36,615,853 42,799,000 36,215,853 42,543,000
Reciprocal Shareholdings (568,049) (564,000) (568,049) (564,000) (526,929) (542,000)
-------------------------- -------------------------- --------------------------
Net per Balance Sheets 37,040,902 42,685,000 36,047,804 42,235,000 35,688,924 42,001,000
========================== ========================== ==========================
The Company awards unconditional stock options to employees, officers,
directors and others at the recommendation of the CEO as approved by the
shareholders. Options are granted at the fair market value of the shares
on the day granted, and vest immediately. The following is a continuity
schedule of outstanding options for the reporting periods, where WAEP
refers to "weighted average exercise price":
2003 2002 2001
-------------------- -------------------- --------------------
WAEP WAEP WAEP
No. of ---- No. of ---- No. of. ----
Options $ Options $ Options $
------- ------- -------
Beginning of Year: 3,911,000 1.96 3,446,000 2.29 1,713,000 3.37
Granted 460,000 0.56 1,075,000 0.55 2,133,000 1.16
Exercised -- -- (310,000) 0.67 (400,000) 0.88
Expired (125,000) 1.07 (300,000) 2.02 -- 0.90
---------- ---------- ----------
End of Year: 4,246,000 1.83 3,911,000 1.96 3,446,000 2.29
========== ========== ==========
EIGER TECHNOLOGY, INC.
NOTES to the CONSOLIDATED FINANCIAL STATEMENTS
12. Share Capital - continued:
No stock options were exercised during fiscal 2003. The weighted average
contractual life remaining for options outstanding at year end was 896
days.
During the year, proceeds from exercised stock options of $Nil was
credited to share capital (2002: $209,000; 2001: $350,000). No amounts
were recognized as compensation expense with respect to stock options
granted or exercised in any of the reporting periods.
Stock options have been granted to the CEO of K-Tronik Int'l Corp.
contingent upon meeting sales quotas for that company as tabled below:
Number of
Monthly Sales for Six Options
Consecutive Months Exercisable Total Excercise
Units of Ballasts Per Plateau Cumulative Price
----------------------------------------- ----------- ---------- ---------
50,000 per month for 6 consecutive months 70,000 70,000 .60
60,000 per month for 6 consecutive months 70,000 140,000 .60
70,000 per month for 6 consecutive months 70,000 210,000 .60
80,000 per month for 6 consecutive months 70,000 280,000 .60
90,000 per month for 6 consecutive months 70,000 350,000 .60
No shares were issued in fiscal 2003, fiscal 2002 or fiscal 2001 as a
result of this agreement.
Management has agreed to issue shares of the Company to four members of
the management team of EigerNet, Inc. and Eiger Labs Group Inc. as
performance earn out consideration contingent upon achieving the criteria
tabled below for the combined results of those two companies:
Common
Year Gross Sales Net Income Shares
---- ----------- ----------------- ---------
1999 $27 million U.S. $1.0 million U.S. 600,000
2000 $70 million U.S. $2.5 million U.S. 750,000
2001 $80 million U.S. $3.5 million U.S. 750,000
2002 $90 million U.S. $4.0 million U.S. 900,000
2003 $110 million U.S. $4.5 million U.S. 1,000,000
600,000 shares were issued in fiscal 2000 as a result of this agreement
based on the operating results for 1999. No shares have been issued since
that time, and none will be issued in fiscal 2004 pursuant to this
agreement as the sales and income criteria have not been met.
EIGER TECHNOLOGY, INC.
NOTES to the CONSOLIDATED FINANCIAL STATEMENTS
12. Share Capital - continued:
In connection with the Company's acquisition of Onlinetel, Inc. in fiscal
2001, the share exchange agreement allows that additional shares of Eiger
Technology, Inc. may be issued to the former shareholders of Onlinetel,
Inc. if certain earn out provisions are met as follows:
Fiscal Gross Net Common
Year Revenue Income Shares
------ ------- ------ ------
$ $ $
2002 19,083,000 2,442,000 1,800,000
2003 37,348,000 6,213,000 1,800,000
2004 50,849,000 9,353,000 1,800,000
2005 59,867,000 13,849,000 1,800,000
Unmet earn out targets may be carried forward and met on a cumulative
basis. The targets for fiscal 2002 and 2003 were not met and are not being
carried forward.
13. Discontinued Operation:
As of May 28, 2003, management decided to discontinue the operations of
Newlook Industries Corp., and on July 8, 2003, the assets of its operating
subsidiaries, ADH Custom Metal Fabricators Inc. and Vision Unlimited
Equipment Inc. were sold by public auction. The operating results of this
business segment are disclosed in Note 18. Segment assets remaining at
September 30, 2003 were comprised mainly of land and building owned by
Alexa Properties Inc., having a value of $55,000.
14. Non-recurring Items:
2003 2002 2001
---- ---- ----
$ $ $
Impairment in value of consolidated goodwill 805,000 -- 6,500,000
Impairment in value of long-term loans receivable -- -- 7,003,000
Impairment in value of inventory -- -- 566,000
Impairment in value of capital assets -- -- 184,000
Impairment in value of long-term investments in
shares of other corporations 1,021,000 -- 982,000
Impairment in value of deferred product
development costs -- -- 1,131,000
Loss on disposal of assets of discontinued operation
(Net of non-controlling interest of $331,000) 1,280,000 -- --
----------- ----------- -----------
3,106,000 -- 16,366,000
=========== =========== ===========
EIGER TECHNOLOGY, INC.
NOTES to the CONSOLIDATED FINANCIAL STATEMENTS
15. Reconciliation to U.S. GAAP:
These financial statements have been prepared in accordance with
accounting principles generally accepted in Canada ("Cdn. GAAP").
Significant differences under U.S. GAAP are discussed below.
For fiscal years beginning after December 15, 1998, U.S. GAAP requires
that all organization costs (including those previously deferred) be
expensed currently. Also, all product development costs are to be expensed
as incurred.
U.S. GAAP requires the measurement and reporting of "comprehensive
income". Compre- hensive income includes net income and all other changes
to Shareholders' Equity other than amounts received from or paid to
shareholders. The only reportable comprehensive income item for the
Company relates to foreign currency translation adjustments as described
below.
U.S. GAAP requires the use of the current rate method of foreign currency
translation, with any resulting foreign exchange translation adjustments
forming part of comprehensive income for the year and accumulating as a
separate component of shareholders' equity.
U.S. GAAP permits, pursuant to APB Opinion 25, the use of the intrinsic
method of accounting for stock-based compensation, while SFAF No. 123, as
modified by SFAS No. 148, requires pro-forma reconciliations to the fair
value method.
Reconciliations to U.S. GAAP are as follows:
2003 2002 2001
---- ---- ----
$ $ $
Net Income (Loss):
- per Cdn. GAAP (7,414,000) (5,238,000) (20,327,000)
- expense deferred product development costs net
of portion relating to non-controlling interest (172,000) 298,000 856,000
- expense deferred organization costs net of
portion relating to non-controlling interest -- -- 219,000
- foreign currency translation adjustment (283,000) 341,000 191,000
- future income tax savings related to above -- (100,000) (347,000)
------------ ------------ ------------
- per U.S. GAAP (7,869,000) (4,699,000) (19,408,000)
------------ ------------ ------------
Comprehensive item - foreign exchange
adjustment 283,000 (341,000) (191,000)
------------ ------------ ------------
Comprehensive Income (7,586,000) (5,040,000) (19,599,000)
============ ============ ============
EIGER TECHNOLOGY, INC.
NOTES to the CONSOLIDATED FINANCIAL STATEMENTS
15. Reconciliation to U.S. GAAP - continued:
2003 2002 2001
---- ---- ----
$ $ $
Retained Earnings:
- per Cdn. GAAP (33,743,000) (26,329,000) (21,091,000)
- expense deferred product
development costs (172,000) -- (298,000)
- foreign currency translation adjustments 384,000 667,000 326,000
- future income tax savings related to
above -- -- 100,000
------------ ------------ ------------
- per U.S. GAAP (33,531,000) (25,662,000) (20,963,000)
============ ============ ============
Accumulated Other Comprehensive Items:
- per Cdn. GAAP -- -- --
- foreign currency translation adjustments (384,000) (667,000) (326,000)
------------ ------------ ------------
- per U.S. GAAP (384,000) (667,000) (326,000)
============ ============ ============
Total Assets:
- per Cdn GAAP 15,778,000 23,758,000 30,721,000
- expense deferred product
development costs (172,000) -- (298,000)
- increase in future income tax assets -- -- 100,000
------------ ------------ ------------
- per U.S. GAAP 15,606,000 23,758,000 30,523,000
============ ============ ============
Earnings per Share:
Basic (.21) (.14) (.59)
------------ ------------ ------------
Fully Diluted (.21) (.14) (.59)
------------ ------------ ------------
Pro-forma Disclosure (SFAS No. 123):
Had SFAS No. 123 been followed, net income would have decreased by
$195,000 in fiscal 2003 (2002: $285,000; 2001: $1,766,000), and basic and
fully diluted earnings per share would have been (.21) and (.21)
respectively (2002: (.15) and (.15)); (2001: (.64) and (.64)).
EIGER TECHNOLOGY, INC.
NOTES to the CONSOLIDATED FINANCIAL STATEMENTS
16. Cash Payments of Interest and Income Taxes:
2003 2002 2001
---- ---- ----
$ $ $
Interest 508,000 538,000 555,000
======== ======== ========
Income Taxes -- -- 15,000
======== ======== ========
17. Commitments:
As at September 30, 2003, the Company had commitments under the terms of
various operating leases requiring annual rental payments as follows:
2004: $347,000; 2005: $160,000; 2006: $160,000; 2007: $160,000; 2008:
$Nil.
18. Segmented Information:
Management has identified four reportable segments: "Newlook", "K-Tronik",
"Onlinetel" and "Eiger". Segementation is determined on the basis of the
types of goods and services provided and geographic location.
"Newlook", which was discontinued during the year, consisted of Vision
Unlimited Equipment Inc., A.D.H. Custom Metal Fabricators Inc. and Alexa
Properties Inc. Prior to its assets being sold, A.D.H. Custom Metal
Fabricators Inc. was a manufacturer of fluorescent light fixtures, data
racks and other metal cabinetry. Vision Unlimited Equipment Inc. was
inactive. Alexa Properties Inc. owns the land and manufacturing facility
in Stratford, Ontario.
"K-Tronik" includes K-Tronik North America Corp., a distributor of
electronic ballasts based in Hackensack, New Jersey, and K-Tronik Asia
Corp., a manufacturer of electronic ballasts operating in South Korea.
"Onlinetel" consists of Onlinetel Corp. and Onlinetel Inc. which provide
Voice over Internet Protocol services to the Canadian long distance
market.
"Eiger" includes Eiger Labs Group, Inc. and EierNet, Inc. Both of these
companies are involved in the production and distribution of electronic
communications products. EigerNet, Inc. is located in South Korea, while
Eiger Labs Group, Inc. operates out of California.
Segmented financial information is presented on the following three pages.
EIGER TECHNOLOGY, INC.
SEGMENTED INFORMATION
September 30, 2003
Totals per
All Reconciling Financial
Newlook K-Tronik Onlinetel Eiger Others Items Statements
---------- ---------- --------- ---------- ---------- ----------- ----------
$ $ $ $ $ $ $
Sales:
External:
- Domestic 787,000 -- 4,932,000 -- -- (787,000) 4,932,000
- Foreign -- 9,152,000 -- 8,638,000 -- -- 17,790,000
Intersegment -- -- -- -- -- -- --
---------- ---------- --------- ---------- ---------- ---------- ----------
787,000 9,152,000 4,932,000 8,638,000 -- (787,000) 22,722,000
Cost of Sales 821,000 6,896,000 4,114,000 8,886,000 -- (821,000) 19,896,000
---------- ---------- --------- ---------- ---------- ---------- ----------
Gross Margin (34,000) 2,256,000 818,000 (248,000) -- 34,000 2,826,000
---------- ---------- --------- ---------- ---------- ---------- ----------
Expenses:
Operations and Administration 251,000 2,905,000 702,000 1,681,000 1,212,000 (251,000) 6,500,000
Amortization of Capital and Other Assets 79,000 364,000 287,000 147,000 31,000 (79,000) 829,000
Interest on Long-term Debt 36,000 -- 35,000 31,000 -- (36,000) 66,000
Other Interest and Bank Charges 4,000 226,000 40,000 133,000 2,000 (4,000) 401,000
---------- ---------- --------- ---------- ---------- ---------- ----------
370,000 3,495,000 1,064,000 1,992,000 1,245,000 (370,000) 7,796,000
---------- ---------- --------- ---------- ---------- ---------- ----------
Income (Loss) before Provision for Income
Taxes and Non-controlling Interest (404,000) (1,239,000) (246,000) (2,240,000) (1,245,000) 404,000 (4,970,000)
Provision for Income Taxes - Future -- -- (98,000) -- -- -- (98,000)
Non-controlling Interest (111,000) (444,000) -- (413,000) -- 83,000 (885,000)
---------- ---------- --------- ---------- ---------- ---------- ----------
Income (Loss) before Unusual Items (293,000) (795,000) (148,000) (1,827,000) (1,245,000) 321,000 (3,987,000)
Unusual Items:
Discontinued Operations -- -- -- -- -- (321,000) (321,000)
Non-recurring Items (1,953,000) -- -- (1,153,000) -- -- (3,106,000)
---------- ---------- --------- ---------- ---------- ---------- ----------
Net Income (Loss) for the Year (2,246,000) (795,000) (148,000) (2,980,000) (1,245,000) -- (7,414,000)
========== ========== ========= ========== ========== ========== ==========
Cash Flows:
From Operating Activities (204,000) 151,000 (806,000) (301,000) (980,000) 395,000 (1,745,000)
From Investing Activities -- (304,000) (159,000) (1,058,000) (518,000) 833,000 (1,206,000)
From Financing Activities 135,000 (85,000) 889,000 182,000 450,000 (1,228,000) 343,000
---------- ---------- --------- ---------- ---------- ---------- ----------
(69,000) (238,000) (76,000) (1,177,000) (1,048,000) -- (2,608,000)
Cash and Cash Equivalents:
Beginning of the Year 232,000 442,000 77,000 1,679,000 1,205,000 -- 3,635,000
---------- ---------- --------- ---------- ---------- ---------- ----------
End of the Year 163,000 204,000 1,000 502,000 157,000 -- 1,027,000
========== ========== ========= ========== ========== ========== ==========
Expenditures on Capital Assets
and Goodwill during the Year -- 304,000 159,000 1,812,000 2,000 -- 2,277,000
========== ========== ========= ========== ========== ========== ===========
Balance of Capital Assets and
Goodwill - End of the Year
- Domestic 552,000 -- 2,451,000 97,000 -- 3,100,000
- Foreign -- 1,331,000 -- 1,211,000 -- -- 2,542,000
---------- ---------- --------- ---------- ---------- ---------- -----------
552,000 1,331,000 2,451,000 1,211,000 97,000 -- 5,642,000
========== ========== ========= ========== ========== ========== ===========
Amount of Investment in Investees
Subject to Significant Influence -- -- -- -- -- -- --
========== ========== ========= ========== ========== ========== ===========
Total Assets 733,000 6,121,000 3,491,000 4,990,000 443,000 15,778,000
========== ========== ========= ========== ========== ========== ===========
EIGER TECHNOLOGY, INC.
SEGMENTED INFORMATION
September 30, 2002
Totals per
All Reconciling Financial
Newlook K-Tronik Onlinetel Eiger Others Items Statements
---------- ---------- --------- ---------- ---------- ----------- ----------
$ $ $ $ $ $ $
Sales:
External:
- Domestic 1,310,000 -- 1,870,000 -- -- 3,180,000
- Foreign 108,000 10,107,000 48,000 5,882,000 -- -- 16,145,000
Intersegment -- -- -- -- -- -- --
--------- ---------- ---------- ---------- ---------- ----------- ----------
1,418,000 10,107,000 1,918,000 5,882,000 -- -- 19,325,000
Cost of Sales 1,342,000 8,023,000 1,616,000 6,358,000 -- (193,000) 17,146,000
--------- ---------- ---------- ---------- ---------- ----------- ----------
Gross Margin 76,000 2,084,000 302,000 (476,000) -- 193,000 2,179,000
--------- ---------- ---------- ---------- ---------- ----------- ----------
Expenses:
Operations and Administration 314,000 2,890,000 1,573,000 2,242,000 1,239,000 193,000 8,451,000
Amortization of Capital and Other Assets 164,000 147,000 252,000 202,000 32,000 -- 797,000
Interest on Long-term Debt 39,000 -- -- 21,000 -- -- 60,000
Other Interest and Bank Charges 5,000 351,000 12,000 127,000 6,000 -- 501,000
--------- ---------- ---------- ---------- ---------- ----------- ----------
522,000 3,388,000 1,837,000 2,592,000 1,277,000 193,000 9,809,000
--------- ---------- ---------- ---------- ---------- ----------- ----------
Income (Loss) before Provision for Income
Taxes and Non-controlling Interest (446,000) (1,304,000) (1,535,000) (3,068,000) (1,277,000) -- (7,630,000)
Provision for Income Taxes -- -- -- -- -- -- --
Non-controlling Interest (34,000) (443,000) -- (1,915,000) -- -- (2,392,000)
--------- ---------- ---------- ---------- ---------- ----------- ----------
Income (Loss) before Unusual Items (412,000) (861,000) (1,535,000) (1,153,000) (1,277,000) -- (5,238,000)
Unusual Items:
Discontinued Operations -- -- -- -- -- -- --
Non-recurring Items -- -- -- -- -- -- --
--------- ---------- ---------- ---------- ---------- ----------- ----------
Net Income (Loss) for the Year (412,000) (861,000) (1,535,000) (1,153,000) (1,277,000) -- (5,238,000)
========= ========== ========== ========== ========== =========== ==========
Cash Flows:
From Operating Activities (331,000) (147,000) (660,000) (698,000) (1,271,000) 2,441,000 (666,000)
From Investing Activities 144,000 -- (1,380,000) 593,000 (1,622,000) (125,000) (2,390,000)
From Financing Activities 107,000 442,000 1,909,000 323,000 233,000 (2,316,000) 698,000
--------- ---------- ---------- ---------- ---------- ----------- ----------
(80,000) 295,000 (131,000) 218,000 (2,660,000) -- (2,358,000)
Cash and Cash Equivalents:
Beginning of the Year 312,000 147,000 208,000 1,461,000 3,865,000 -- 5,993,000
--------- ---------- ---------- ---------- ---------- ----------- ----------
End of the Year 232,000 442,000 77,000 1,679,000 1,205,000 -- 3,635,000
========= ========== ========== ========== ========== =========== ==========
Expenditures on Capital Assets
and Goodwill during the Year 614,000 -- 794,000 235,000 5,000 -- 1,648,000
========= ========== ========== ========== ========== =========== ==========
Balance of Capital Assets and
Goodwill - End of the Year
- Domestic 2,323,000 -- 2,579,000 -- 107,000 -- 5,009,000
- Foreign -- 1,338,000 -- 1,533,000 -- -- 2,871,000
--------- ---------- ---------- ---------- ---------- ----------- ----------
2,323,000 1,338,000 2,579,000 1,533,000 107,000 -- 7,880,000
========= ========== ========== ========== ========== =========== ==========
Amount of Investment in Investees
Subject to Significant Influence -- -- -- -- -- -- --
========= ========== ========== ========== ========== =========== ==========
Total Assets 3,573,000 7,012,000 3,870,000 8,579,000 34,261,000 (33,537,000) 23,758,000
========= ========== ========== ========== ========== =========== ==========
EIGER TECHNOLOGY, INC.
SEGMENTED INFORMATION
September 30, 2001
Totals per
All Reconciling Financial
Newlook K-Tronik Onlinetel Eiger Others Items Statements
--------- ---------- --------- ----------- ----------- ----------- -----------
$ $ $ $ $ $ $
Sales:
External:
- Domestic 2,301,000 -- 234,000 -- -- -- 2,535,000
- Foreign -- 10,107,000 -- 17,428,000 -- -- 27,535,000
Intersegment -- -- -- -- -- -- --
--------- ---------- --------- ----------- ----------- ----------- -----------
2,301,000 10,107,000 234,000 17,428,000 -- -- 30,070,000
Cost of Sales 2,004,000 7,934,000 -- 17,958,000 -- (185,000) 27,711,000
--------- ---------- --------- ----------- ----------- ----------- -----------
Gross Margin 297,000 2,173,000 234,000 (530,000) -- 185,000 2,359,000
--------- ---------- --------- ----------- ----------- ----------- -----------
Expenses:
Operations and Administration 509,000 3,014,000 335,000 3,394,000 777,000 (260,000) 7,769,000
Amortization of Capital and Other Assets 210,000 655,000 28,000 676,000 31,000 -- 1,600,000
Interest on Long-term Debt 65,000 -- -- 33,000 -- -- 98,000
Other Interest and Bank Charges 56,000 360,000 -- 61,000 3,000 -- 480,000
--------- ---------- --------- ----------- ----------- ----------- -----------
840,000 4,029,000 363,000 4,164,000 811,000 (260,000) 9,947,000
--------- ---------- --------- ----------- ----------- ----------- -----------
Income (Loss) before Provision for Income
Taxes and Non-controlling Interest (543,000) (1,856,000) (129,000) (4,694,000) (811,000) 445,000 (7,588,000)
Provision for Income Taxes - Future 72,000 (15,000) -- 20,000 -- (15,000) 62,000
Non-controlling Interest 2,000 1,245,000 -- 2,318,000 -- -- 3,565,000
--------- ---------- --------- ----------- ----------- ----------- -----------
Income (Loss) before Unusual Items (469,000) (626,000) (129,000) (2,356,000) (811,000) 430,000 (3,961,000)
Unusual Items:
Discontinued Operations -- -- -- -- -- -- 0
Non-recurring Items (136,000) (1,048,000) -- (8,691,000) (6,491,000) -- (16,366,000)
--------- ---------- --------- ----------- ----------- ----------- -----------
Net Income (Loss) for the Year (605,000) (1,674,000) (129,000) (11,047,000) (7,302,000) -- (20,327,000)
========= ========== ========= =========== =========== =========== ===========
Cash Flows:
From Operating Activities (224,000) (1,892,000) (303,000) (1,399,000) (900,000) -- (4,718,000)
From Investing Activities (32,000) (112,000) (158,000) (2,282,000) (10,801,000) 6,805,000 (6,580,000)
From Financing Activities 568,000 1,705,000 669,000 4,205,000 3,135,000 (6,805,000) 3,477,000
--------- ---------- --------- ----------- ----------- ----------- -----------
312,000 (299,000) 208,000 524,000 (8,566,000) -- (7,821,000)
Cash and Cash Equivalents:
Beginning of the Year -- 446,000 -- 937,000 12,431,000 -- 13,814,000
--------- ---------- --------- ----------- ----------- ----------- -----------
End of the Year 312,000 147,000 208,000 1,461,000 3,865,000 -- 5,993,000
========= ========== ========= =========== =========== =========== ===========
Expenditures on Capital Assets
and Goodwill during the Year 32,000 207,000 1,472,000 43,000 38,000 -- 1,792,000
========= ========== ========= =========== =========== =========== ===========
Balance of Capital Assets and
Goodwill - End of the Year
- Domestic 1,803,000 -- 2,037,000 -- 116,000 -- 3,956,000
- Foreign -- 1,596,000 -- 1,477,000 -- -- 3,073,000
--------- ---------- --------- ----------- ----------- ----------- -----------
1,803,000 1,596,000 2,037,000 1,477,000 116,000 -- 7,029,000
========= ========== ========= =========== =========== =========== ===========
Amount of Investment in Investees
Subject to Significant Influence -- -- -- -- -- -- --
========= ========== ========= =========== =========== =========== ===========
Total Assets 4,428,000 8,440,000 2,423,000 14,351,000 35,402,000 (34,323,000) 30,721,000
========= ========== ========= =========== =========== =========== ===========