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UNITED STATES FORM 20-F ANNUAL REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE
ACT Commission File No. 0-29320 EIGER TECHNOLOGY,
INC. Ontario, Canada 330 Bay Street, Suite 602 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 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 Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Indicate by check mark which financial statement item the registrant
has elected to follow. The Index to Exhibits is 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.
The following is a glossary of some terms that appear in the
discussion of the business of the Company as contained in this Annual
Information Form. electronic ballasts A component that starts a fluorescent
lamp. Local Area Network is a group of PCs, 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 PCs, shares printers, shared directories and files. A peripheral is a device, which can be attached to a PC
and is controlled by its processor. Examples include printers and modems.
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. 2 TABLE OF CONTENTS 3 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 Companys 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 14 of the attached audited statements. The following table
summarizes information pertaining to operations of the Company for the last five
years ended September 30, 2004. 4 CURRENCY EXCHANGE INFORMATION The Companys 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. On March 29, 2005 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. $0.8240. 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 29, 2005. 5 B. Capitalization and indebtedness. Not
Applicable. C. Reasons for the offer and use of proceeds. Not
Applicable. D. Risk factors. The Companys 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 Management of the Growth of the Company Competition 6 reduce the Companys competitive advantage in these products
and thereby adversely affect the Companys business and financial results. New Products and Technological Change New Market Development Going Concern Intellectual Property Employment Contracts/Reliance Upon Officers Legal Proceedings Against Foreign Persons 7 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 Companys 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. Dependence on Key Personnel and Skilled Employees Risks of International Business Relationship with Production Employees Uncertain Operating Results Foreign Exchange Rate Political Climate in South Korea and China 8 is unaware of any present evidence of political instability of
this magnitude in South Korea or China. Item 4. Information on the Company A.
History and development of the company. The Company entered the energy efficient lighting business in
1991. The Companys two main operating subsidiaries in this non-core business
have been K-Tronik and ADH Custom Metal Fabricators Inc. (ADH). ADH operated
from the Companys 55,000 square foot manufacturing and engineering facility
located in Stratford, Ontario. ADH 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. 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 Eigers core business at the time. On December 15, 2004,
K-Tronik entered into an agreement to sell all of its interest in K-Tronik N.A.
Inc. and the fixed assets of its subsidiary, K-Troniks Asia Ltd. It is expected
that K-Tronik International Corp. will no longer be engaged in the business of
manufacturing, distributing or selling electronic ballasts. 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. On July 31, 2004, the remaining operating
management shareholders of Eiger Net, Inc. in South Korea acquired Eigers
interest in Eiger Net, Inc. for a nominal sum as required by South Korean law.
As such, the purchasers will assume all of the outstanding liabilities of Eiger
Net, Inc. as at that date. 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 Onlinetels 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 9 former shareholders of Onlinetel and up to an additional
7,200,000 shares pursuant to an earn out provision totalling 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 Onlinetels ability to meet the
following operating benchmarks and Eigers approval: 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 March 18, 2004, Newlook completed an agreement to acquire
100% of the outstanding common shares of Onlinetel by issuing 12,727,273 common
shares of Newlook to Eiger. A further 7,272,727 common shares were issued to
Eiger in settlement of $1,200,000 of debt owing from Onlinetel to Eiger.
Immediately prior to the transaction, Eiger owned 100% of the shares of
Onlinetel, and over 80% of the shares of Newlook. Recent Financings 2004 Newlook Private Placement March 2003 Private Placement 10 Other Recent Developments Eiger takes Onlinetel Public Newlook closed its acquisition of all the issued and
outstanding shares of Onlinetel from Eiger on March 18, 2004. On November 18,
2003, Newlook entered into the agreement to acquire all of the issued and
outstanding shares of Onlinetel from Eiger. As consideration for the
acquisition, Newlook was to issue a total of 20,000,000 common shares to Eiger
at $0.165 per share for a deemed value for the transaction of $3,200,000. On
February 18, 2004, Newlook entered into an agreement to settle $1,200,000 of
debt which was owed by Onlinetel to Eiger by issuing 7,272,727 common shares to
Eiger. Concurrently with the signing of the debt settlement agreement, the
Onlinetel agreement was amended to reduce to 12,727,273 the number of shares
issued to Eiger as consideration for the Onlinetel shares. The February 18, 2004
amendment to the Onlinetel agreement and the debt settlement agreement did not
change the total number of shares to be issued to Eiger by the Company. This
number remained at 20,000,000. The 20,000,000 shares of Newlook issued to Eiger
under the terms of the Onlinetel agreement and the debt settlement agreement are
subject to a six year Tier II surplus security escrow agreement. Eiger takes K-Tronik Public On January 21, 2004, Eigers 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. B.
Business overview. The Company has two principal subsidiaries, namely, Newlook
Industries Corp. and K-Tronik International Corp. NEWLOOK INDUSTRIES CORP. Newlook Industries Corp. (Newlook) has a 100% ownership stake
in Onlinetel Corp., a next-generation telecommunications software and services
company, which harnesses the power of proprietary 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 conversations to digital I.P.
packets and routes voice calls, phone-to-phone, over the Internet from any
wireless or landline connection. The integration of voice and data networks
eliminates the need for traditional telecom services and provides a substantial
increase in communication cost efficiencies. By leveraging its technology platform and scalable network
infrastructure, Onlinetel has taken advantage of disruptive pricing and delivers
multiple communication offerings to its customers. Onlinetel offers telephony
services for international calling, long distance calling subscriptions plans
and Internet access. Through its Intelliswitch application, Onlinetel has
pioneered and developed a new media for advertisers, enabling individuals and
businesses to benefit from free long distance while sponsors benefit from
one-to-one 11 advertisements to callers. Through the use of the proprietary
Ad-Tree software, sponsors are able to focus on a targeted consumer base. Onlinetel delivers toll-quality communications at some of the
most competitive long distance rates possible. With reduced investment cost
burdens, Onlinetels soft-switch technology reliably scales to service millions
of callers. Onlinetels continued expansion of its own national network along
with seamless and virtual connections worldwide with leading carriers extends
Onlinetels reach to the global community. Onlinetels operations have been
serving the Canadian market for over 14 years. K-TRONIK INTERNATIONAL CORP. On December 15, 2004, K-Tronik International Corp. entered into
an agreement to sell all of its interest in K-Tronik N.A. Inc. (KTNA) and the
fixed assets of its subsidiary, K-Troniks Asia Ltd. ("KTA"). The terms of the
Agreement call for KTA to use the purchase proceeds to retire the debts of KTA
to the purchaser. Upon final closing of the agreement, it is expected that the
purchaser will own all of the issued and outstanding shares of KTNA and the
assets of KTA. It is further expected that K-Tronik International Corp. will no
longer be engaged in the business of manufacturing, distributing or selling
electronic ballasts. Eiger sees this as a step in restructuring of debt in its
subsidiaries and upon completion of this transaction, K-Tronik will be reviewing
opportunities to enhance shareholder value through acquisition. Description of Principal Products Newlook serves the retail and business market segments of the
long distance industry across Canada through its subsidiary, Onlinetel.
Onlinetels foundation blocks are a national and scalable VoIP network
infrastructure, toll-quality service and offering some of the most competitive
long distance rates possible. Upon these foundation blocks, Onlinetel provides
multiple innovative products and services, producing four main revenue streams.
These revenue streams include: Call Zone/Call World Free, sponsor-subsidized, ad-based
provincial calling with no-ad international calling. Subscription Plans Traditional long distance and
Internet plans for the residential and small office/home office (SOHO)
market. Advertising - New media services for sponsors on the Call
Zone free calling network. 10-10-580 - Dial-around services for pay-per-call
domestic and international calling. During fiscal 2004, the K-Tronik subsidiary served the retrofit
and new building electronic fluorescent light ballast market in the USA, Canada,
South America and Korea. K-Tronik energy efficient electronic ballasts were
manufactured in China with research and development facilities in both Asia and
the U.S. 12 Sales and Revenue Analysis The electronic ballasts are distributed in the United States,
while the VoIP-based telecommunication services are offered to the Canadian
market. The computer peripherals and fabricated products businesses have been
discontinued. The Companys main businesses are not seasonal. Marketing and Distribution Channels The Companys 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 competitive
national rates, the subscription base has expanded through customers word of
mouth. 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. C.
Organizational structure. The following is a list of each material subsidiary of the
Company and the jurisdiction of incorporation and the direct or indirect
percentage ownership by the Company of each subsidiary: 13 The following is an organizational chart showing the Companys
material subsidiaries: D.
Property, plants and equipment. The Company sold its manufacturing facility and land in
Stratford, Ontario that previously housed the operations of ADH Custom Metal
Fabricators Inc. on November 30, 2004. Item 5. Operating and Financial Review and Prospects The information provided in this section endeavors to summarize
the companys financial condition and results of operations for the periods
specified, including the causes for material changes to provide an understanding
of the companys 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 Companys consolidated financial statements and
related notes. A.
Operating results. Comparative Analysis Between Fiscal 2004 and 2003 For the fiscal year ended September 30, 2004, net loss before
non-recurring items of $3,396,000 ($0.09 per share) increased 55% from
$2,186,000 ($0.06 per share) during the prior year. Reported net loss (including
discontinued operations and non-recurring items) of $6,438,000 ($0.17 per share)
decreased 15% from $7,551,000 ($0.21 per share) during the previous year.
Revenues for the period were $12,825,000, compared to $14,084,000 in the
preceding year. Revenues from ongoing operations were as follows: 14 Consolidated operating expenses from continuing operations of
$6,281,000 for the year ended September 30, 2004 increased 8% from $5,802,000 in
fiscal 2003 due largely from an increase in selling, general and administrative
expenses (SG&A), which consists primarily of salaries and benefits, and
the operating costs associated with sales. Consolidated SG&A of $5,375,000
for the year ended September 30, 2004 decreased 12% from $4,817,000 in fiscal
2003. During the year, Company management determined that there was
an impairment of the goodwill and as a result, goodwill of $336,172 was charged
to income for the year. Additionally, a $98,000 future income tax asset taken in
fiscal 2003 was reversed during the year as management determined that it not
likely at this point to be realized through the reduction of future income tax
payments. In an effort to focus on the long-term profitability of its
core publicly-traded subsidiaries, the Company reached an agreement, effective
July 31, 2004, to sell its interest in Eiger Net, Inc. to the non-controlling
shareholders for a nominal amount. The purchasers will assume all of the
outstanding liabilities of Eiger Net as at that date. Therefore, Eiger Net
results for the fiscal year are presented as discontinued operations on the
Statement of Operations and Retained Earnings. This loss from discontinued
operations is comprised of $1,306,000 from operational losses and $1,400,000
from disposal of assets. In comparison, the loss from discontinued operations
for fiscal 2003 is comprised of $3,003,000 from operational losses and
$2,632,000 from disposal of assets. Subsidiary Newlooks total revenues for fiscal 2004 were
$5,480,662 versus $4,931,993 in the previous year. Operating loss before
non-recurring items (relating to a write-down of goodwill and loss on disposal
of assets due to the discontinuance of operations of ADH Custom Metal
Fabricators Inc.) for the fiscal year was $2,198,435, compared to $263,101 in
fiscal 2003. Net loss (including non-recurring items) for the fiscal year was
$2,920,170 versus $2,095,512 in the previous year. During the fiscal year, Newlook experienced an 11% increase in
overall revenues. The mix in revenues changed substantially during the fiscal
year relative to the prior year as new revenue streams were added, which
currently are the focus of future growth and development. These include Call
Zone, a sponsor-subsidized, ad-based provincial calling service launched in
October 2003 as well as the Call World international calling service launched in
March 2004 that was made available to all Call Zone subscribers. Call World
currently offers special rates such as to Canada and the U.S. of 2.9 cents per
minute among others. 15 Newlooks gross profit margin declined from 23% in fiscal 2003
to 13% in the year due mainly to a change in the composition of sales. A
significant portion of revenues in fiscal 2003 were the result of higher margin
advertising revenue from a promotion with a major advertiser. For fiscal 2004,
Newlook launched its own proprietary ad-based calling network. As such, the
focus over fiscal 2004 had been to build up a proprietary subscriber base at the
expense of generating a large proportion of revenues from advertising. To
attract sponsors to advertise on the Call Zone network, a large enough pool of
advertising capacity has to be created to be able to offer the exposure certain
sponsors require to meet their basic advertising demands. It is anticipated that
the initiatives developed in fiscal 2004 to build, develop and expand the
proprietary ad-based network will provide Newlook significant opportunities to
sell sponsor time on the network in fiscal 2005 and into the future. As
advertising becomes a greater component of overall revenues in the future, it is
anticipated that gross margins will increase accordingly. Newlooks selling, general and advertising expenses increased
in fiscal 2004 to $2,323,251 from $1,041,964 in the prior year due mainly to an
increase in advertising, promotion, human resources and increased costs related
to the development and deployment of the expanded VoIP system. A major
advertising and promotional campaign was embarked in the fiscal year to coincide
with the expansion of the Call Zone in Ontario and Quebec. The initiative was
not met with any success. Human resource costs increased as a result of an
initiative to increase the level of telecom management expertise within Newlook.
Additionally, certain call centre functions were expanded and outsourced such as
the hours of operation and French-speaking capabilities. Today, the level of
management has been scaled back and all call centre functions are in-house once
again. Newlooks financial expenses increased to $268,292 during the
fiscal year from $63,713 in the prior year chiefly due to the interest paid as
part of the equipment lease obligations Newlook made in order to expand its VoIP
network and establish Call Zone in Ontario, Quebec and Alberta. The lease terms
established were aggressive, in that they are to be paid over a 24 month period.
As these terms expire between May 31, 2005 to April 30, 2006, financial expenses
as the resultant cash flow is anticipated to increase dramatically. Subsidiary K-Tronik reported net sales of US$5,531,014 for
fiscal 2004, a decrease of US$1,005,964 or 15% from the US$6,536,978 in sales
reported for fiscal 2003. The sales decrease was mainly attributed to an
unexpected shortage of inventory during the third and fourth quarters of fiscal
2004 related to a shortage of copper and steel, which are key components in the
manufacture of ballasts. Additionally, K-Troniks manufacturer received several
shipments of ballast components which were defective which had to be replaced
and caused a delay in the shipment of inventory to K-Tronik. K-Troniks gross profit decreased to US$1,013,382 in fiscal
2004, a decrease of US$598,217 or 37% compared to US$1,611,599 in fiscal 2003 as
a result of the above factors that resulted in a decrease of sales. The decrease
was further impacted by the write-off US$320,989 of inventory at K-Troniks
Asian subsidiary. These factors led to a decrease in the gross profit margin
from 25% in fiscal 2003 to 18% in fiscal 2004. 16 K-Troniks SG&A expenses decreased to US$2,169,607 in
fiscal 2004, versus the prior year total of US$2,322,747. The decrease of
US$153,140 or 7% is primarily attributable to a reduction in costs at KTA of
approximately US$206,000 at KTA, a reduction in professional fees of US$136,000,
bad debt expenses of US$57,000 and wages and payroll related costs of US$27,000.
These decreases were offset by an increase in investor relation costs of
US$353,000. K-Troniks loss from operations increased to US$1,156,225 in fiscal
2004 from a US$711,148 loss in fiscal 2003. The increase in the loss from
operations is directly related to those items discussed above. K-Troniks
interest and other expenses decreased to US$105,206 for fiscal 2004 from
US$156,648 for fiscal 2003. This decrease was primarily due to an overall
reduction in the average amount borrowed and a lower interest rate associated
with K-Troniks new credit facility. Interest expense decreased to US$108,535 in
fiscal 2004 compared to US$161,602 in fiscal 2003 primarily due to the lower
interest rate during fiscal 2004 and decreased debt levels. For the reasons
stated above K-Tronik incurred a net loss of US$1,261,431 for fiscal 2004 as
compared to a loss of $867,796 for the prior year. On December 15, 2004, K-Tronik International Corp. entered into
an agreement to sell all of its interest in K-Tronik N.A. Inc. (KTNA) and the
fixed assets of its subsidiary, K-Troniks Asia Ltd. ("KTA"). The terms of the
Agreement call for KTA to use the purchase proceeds to retire the debts of KTA
to the purchaser. Upon final closing of the agreement, it is expected that the
purchaser will own all of the issued and outstanding shares of KTNA and the
assets of KTA and that K-Tronik International Corp. will no longer be engaged in
the business of manufacturing, distributing or selling electronic ballasts.rough
acquisition. Comparative Analysis Between Fiscal 2003 and 2002 Revenues for the fiscal year ending September 30, 2003
increased 17% to $14.1 million from $12.0 million during the prior year. Loss
from continuing operations for the period was $2.2 million ($0.06 per share),
compared to a loss of $4.1 million ($0.11 per share) during the prior year.
Discontinued operations totaling $5.4 million ($.15 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) and Eiger Net. Revenue from ongoing operations was as
follows: 17 Onlinetel drove Eigers considerable revenue growth in fiscal
2003. Onlinetel experienced a significant increase in revenues as the companys
core operations shift increasingly towards the rapidly expanding residential
market. Newlooks 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. Operating expenses decreased 16% for fiscal 2003 to $5,802,000
from $6,945,000 for the prior period. SG&A decreased by 21% in the fiscal
year to $4,817,000 from $6,085,000 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
$682,000 from $451,000 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 $303,000 in fiscal 2003 from
$409,000 in the prior year. B.
Liquidity and capital resources. Eiger consolidated cash and marketable securities at September
30, 2004 was $245,000 compared to $325,000 at September 30, 2003. Over the
fiscal year, cash and marketable securities were impacted by a media campaign
launched at Newlook and the purchase of capital assets relating to the expansion
of Onlinetels telecom network in Ontario, Quebec and Alberta. The Companys
accounts receivable decreased to $2,221,000 from $2,791,000 and accounts payable
and accrued liabilities increased to $5,103,000 from $3,828,000 over the year
ended September 30, 2003. Total debt (bank indebtedness and long-term debt) at
fiscal year end was $2,694,000 compared to $3,216,000 at September 30, 2003. The Company received $612,000 in fiscal 2004 in proceeds from
the issuance of common shares. This was mainly represented by $556,000 in
proceeds from warrants exercised relating to the private placement of 993,098
units issued in fiscal 2003. Additionally, $56,000 came from the exercise of
Company stock options. Concurrent with subsidiary Newlooks acquisition of Onlinetel,
a private placement of 1,000,000 units of Newlook securities at a price of $1.00
per unit closed on March 18, 2004. Each unit is comprised of one share and one
warrant. Each warrant is convertible to one common share for a period of one
year at an exercise price of $1.25 per share. Newlook has the right to request
the exercise of the warrants if its common shares equal or exceed $2.00 for 10
or more consecutive trading days. The private placement was fully subscribed,
for which Newlook received proceeds of $1,000,000. At September 30, 2004, Newlooks cash position of $54,720 had
not changed significantly from $73,975 at the prior year-end. Equipment rose to
$1,466,158 at year-end due to purchase of capital assets relating to the
expansion of Onlinetels VoIP telecom network in Ontario, Quebec and Alberta.
Accounts receivable of $740,454 18 dropped from $921,801 over the year as a lower emphasis was put
on the wholesale business, which is more collections intensive than the other
revenue streams. Newlooks accounts payable and accrued charges of $1,852,328 at
September 30, 2004 was significantly higher than $881,250 in the prior year
mainly due to increased costs involved with the outlay and expansion of the
system-build before resultant revenues materialized. Current accounts payable is
significantly lower. Long-term debt increased to $461,784 at year end from
$360,536 at the previous year as a result of increased equipment leasing due to
the network expansion. Deferred revenue of $332,715 appears in fiscal 2004 as
Newlook receives subscription fees for the Call Zone calling plan launched
during the year. As the subscription is for a one-year term of service, the fee
is amortized on a monthly basis over the one-year period and the revenue is
deferred until earned. Advances from parent company dropped significantly over
the year to $2,052,084 from $2,938,627 due primarily to the $1,200,000 debt
forgiveness by the Company as part of the Onlinetel acquisition. At September 30, 2004, K-Tronik had working capital deficit of
US$1,322,141, and cash and cash equivalents of US$180,701 as compared to working
capital deficit of US$439,971 and cash and cash equivalents of US$145,952 at
September 30, 2003. The decrease in working capital was primarily attributed to
the net loss in fiscal 2004. C.
Research and development, patents and licenses, etc. Research and development expenses were nil (nil: 2003; nil:
2002) for the year ended September 30, 2004 as the Company is no longer active
in the computer peripherals business. 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, IDC Canada forecasts that the VoIP market in Canada will
have an annual growth rate of 85% and will reach over $442 million in 2006. According to IDC Canada, total retail VoIP minutes in Canada
were estimated at 153 million minutes in 2001 and are expected to grow to 5.5
billion minutes by 2006, for a CAGR of 105%. 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 19 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. 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. F.
Tabular disclosure of contractual obligations. The following table sets forth the Companys contractual
obligations for the periods indicated: 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 Jason R.
Moretto
Vaughan
ON
C.F.O. and Director Sidney S.
Harkema
Orillia
ON
Director 20 Mr. Harkema founded and built one of Canadas 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 Eigers daily business operations. Roland P. Austrup
Port Sydney ON
Director Philip Cassis
St. Thomas ON Director
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, 2004 Gerry Racicot was
compensated $150,000 for his role as President of the Company. For the same
period, Jason Moretto received $150,000 for his role as CFO of the Company. A total of 10 persons served as members of the administrative,
supervisory or management bodies of the subsidiaries of the Company during
fiscal 2004. The aggregate remuneration paid to such persons was approximately
$1.0 million. The following is a list of stock options granted during the
last full financial year to members of the Companys executives. 21 None of the above options were exercised during the Companys
most recently completed financial year. There are no other arrangements under which, directors or
members of the Companys 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 Companys shareholders or
until their successors in office are duly elected or appointed. All of the
Companys directors were elected at the Companys most recent annual general
meeting, which took place on March 22, 2005. 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, Roland Austrup and
Philip Cassis. The committee operates within the guidelines of the Toronto Stock
Exchange. D.
Employees. The Company and its subsidiaries employed approximately 42
staff worldwide during the last fiscal year. The following is a breakdown of
persons employed by main category of activity and geographic location for the
last full financial year: 22 The reduction in the number of employees from 52 in the prior
year was primarily due to cost controls implemented, eliminating approximately
10 staff. 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. (1) Based on a total of 38,860,174 common shares issued and
outstanding as at March 29, 2005. 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. Item 7. Major Shareholders and Related Party
Transactions 23 A. Major
shareholders. To the Companys knowledge no person holds five percent or more
of the Companys 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. 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 Companys 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. 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. 24 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 two financial years, audited in accordance with a
comprehensive body of auditing standards. Export Sales 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 Companys affiliates
are a party adverse to, or have a material interest adverse to the Company or
its subsidiaries. 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
Companys financial position at the relevant 25 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. Prior to October 11, 1996, all trades were cleared through the
VSE and subsequent to that date all trades were cleared on the TSE. B. Plan
of distribution. Not Applicable. C.
Markets. 26 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. E.
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 directors 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. The share capital of the Company is an unlimited number of
authorized common shares and 38,860,174 common shares outstanding as at the
fiscal year end September 30, 2004 and 38,860,174 as of March 29, 2005. 27 All common shares rank equally with other common shares,
entitling the common shareholder to one vote at the annual shareholders
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 nonresident 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 Canadas 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 Canadas 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. 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 29 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; (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; 30
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2004
(Exact name of Registrant as specified in its
charter)
(Jurisdiction of incorporation
or organization)
Toronto, Ontario M5H
2S8
(Address of principal executive offices)
(Title of
Class)
stock as of the close of the period
covered by the annual report: 38,860,174 Common Shares
without par
value.
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 ¨
Item 17 ¨ Item 18 x
found at Page 38
LAN
peripherals
VoIP
2004
2003
2002
2001
2000
Working Capital
($3,511,000)
($401,000)
$4,941,000
$4,942,000
$12,815,000
Revenue
$12,825,000
$14,084,000
$12,024,000
$19,325,000
$30,070,000
Income (Loss) from
Operation:
($3,396,000)
($2,186,000)
($4,116,000)
($20,327,000)
($693,000)
Income (Loss) from
Continuing Operation:
($3,732,000)
($2,186,000)
($4,116,000)
($20,327,000)
($629,000)
Net Income (Loss):
($6,438,000)
($7,551,000)
($5,032,000)
($20,327,000)
($693,000)
Earnings (Loss) per Share:
($0.17)
($0.21)
($0.14)
($0.59)
($0.03)
Total Assets:
$7,048,000
$15,778,000
$23,758,000
$30,721,000
$57,145,000
Net Assets:
$3,274,000
$9,317,000
$16,418,000
$21,127,000
$38,348,000
Long Term Debt:
$347,000
$548,000
$590,000
$1,014,000
$1,488,000
Total Liabilities:
$3,774,000
$6,461,000
$7,340,000
$10,265,000
$15,501,000
Share Capital:
$43,297,000
$42,685,000
$42,235,000
$42,235,000
$42,001,000
Retained Earnings (Deficit):
($40,023,000)
($33,585,000)
($26,034,000)
($21,091,000)
($764,000)
Number of Shares:
38,860,174
37,608,951
36,615,853
36,215,853
33,945,858
Fiscal Year Ended
September 30
2004
2003
2002
2001
2000
High
0.7912
0.7506
0.6654
0.6711
0.6984
Low
0.7159
0.6254
0.6179
0.6319
0.6604
Average
0.7550
0.6854
0.6359
0.6515
0.6795
Period
0.7912
0.7408
0.6300
0.6335
0.6651
MAR
FEB
JAN
DEC
NOV
OCT
2005
2005
2005
2004
2004
2004
High
0.8320
0.8131
0.8342
0.8433
0.8493
0.8199
Low
0.8024
0.7958
0.8051
0.8056
0.8150
0.7859
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 Companys 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 Companys intellectual property;
and potentially adverse tax consequences. See also "Foreign Exchange Rate"
below.
The
implementation of the Companys business strategy could result in a period of
rapid growth. This growth could place a strain on the Companys 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 Companys
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 Companys costs
and adversely affect its ability to sell and deliver its products and
services.
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
The market for
the Companys products is characterized by rapidly changing technology, evolving
industry standards and frequent new product introductions, which may be
comparable or superior to the Companys products. The Companys 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
Companys products or technologies non-competitive or obsolete.
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.
The Companys continued existence as a
going concern is dependent upon the Companys ability to raise additional
capital, to increase sales, and ultimately become profitable. Should the Company
be unable to continue as a going concern, it may be unable to realize the
carrying value of its assets and to meet its liabilities as they become due.
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 Companys technology, products,
information or services.
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.
The
Corporations jurisdiction of incorporation falls under the laws of the Province
of Ontario, Canada, and all of the Corporations officers and directors are
residents of Canada. Consequently, it may be difficult for United States
investors to affect service of process within the United States upon the
Corporation or its officers and directors, or to realize in the United States
upon judgments of United States courts predicated upon civil
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.
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.
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 Companys
ability to remain competitive.
The Companys 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.
Material appreciation of the
Canadian dollar against the US dollar would reduce the profitability of the
Companys U.S. sales. The Company is also exposed to exchange rate fluctuations
in the U.S. and Canadian dollar against the Korean Won.
Political
instability in South Korea or China may negatively affect the Companys ability
to manufacture its products on a timely basis, resulting in product shortages.
Management
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
On March 18, 2004,
Newlook closed a private placement of 1,000,000 units of its securities at a
price of $1.00 per unit. Each unit is comprised of one share and one warrant.
Each warrant is convertible to one common share for a period of one year at an
exercise price of $1.25 per share. Newlook has the right to request the exercise
of the warrants if its common shares equal or exceed $2.00 for 10 or more
consecutive trading days. The private placement was fully subscribed, for which
Newlook received proceeds of $1,000,000.
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.
1.
2.
3.
4.
Sales
Fiscal 2004
Fiscal 2003
Fiscal 2002
Electronic Ballasts
$
7,329,000
$
9,152,000
$
10,107,000
Computer Peripherals
$
nil
$
nil
$
nil
Telecommunication Services
$
5,496,000
$
4,932,000
$
1,917,000
Fabricated Products
$
nil
$
nil
$
nil
Jurisdiction of
Percentage of Voting
Name of Subsidiary
Organization
Securities Owned of
Controlled
Newlook Industries Corp.
(Newlook)
British Columbia
90%
K-Tronik International Corp.
(K-Tronik)
Nevada
64%
* - discontinued operations
($'000s) FYE-Sept.
2004
2003
Increase (Decrease)
Eiger Net
*
*
n.a.
K-Tronik
7,329
9,152
-20%
Newlook
5,496
4,932
+11%
Total
12,825
14,084
-9%
* - discontinued operations
($000s) FYE-Sept.
2003
2002
Increase (Decrease)
Onlinetel
4,932
1,917
+157%
Eiger Net
*
*
n.a.
K-Tronik
9,152
10,107
-9%
Newlook
*
*
n.a.
Total
14,084
12,024
+17%
Payments Due By Period
Contractual Obligations:
Total
< 1 year
1-3 years
4-5 years
> 5 years
Long-Term Debt (1)
$847,000
$500,000
$347,000
nil
nil
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 Eigers business operations.
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 Eigers
business operations.
Director since August 22, 1992.
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 Eigers daily business operations.
Director since March 22, 2005.
Mr. Cassis is a director and former president of China Diamond Corp. He has
been responsible for many aspects of capital management and financing for a
number of private and publicly traded companies in Canada and in the U.S. He
is also president of Nu Media Systems and retains interests in international
real estate development projects. Mr. Cassis is not involved in managing Eigers
daily business operations.
Name
Quantity
Exercise price
Expiry
Gerry Racicot
200,000
$ .96
December 23, 2008
Jason Moretto
200,000
$ .96
December 23, 2008
Gerry Racicot
500,000
$ .85
March 31,
2009
Jason Moretto
250,000
$ .85
March 31, 2009
Sidney Harkema
10,000
$ .85
March 31, 2009
Rob Hoegler
10,000
$ .85
March 31, 2009
Roland Austrup
10,000
$ .85
March 31, 2009
Administrative/
Sales/
Location
Clerical
Marketing
Manufacturing
Canada
14
2
0
United States
2
5
2
South Korea
5
5
7
Name and Address
Occupation
Director Since
Number of Voting Shares
Beneficially Owned or
Controlled Directly or Indirectly
Gerry A. Racicot
President, Chief Executive
August 21, 1992
1,724,880(1)
Norwich, ON
Officer and Director
Jason R. Moretto
Chief Financial Officer and
January 5, 2004
164,496(2)
Vaughan, ON
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 at
February 23, 1996
Nil(4)
Richmond, BC
last fiscal year end; did not
stand for re-election on
March 22, 2005
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 1,800,000 shares.
(2)
Mr. Moretto holds options to purchase 560,000 shares.
(3)
Mr. Harkema holds options to purchase 235,000 shares.
(4)
Mr. Hoegler holds options to purchase 160,000 shares.
(5)
Mr. Austrup holds options to purchase 275,000 shares.
Number of Shares
Beneficially Owned or
Controlled Directly or
Percentage of Total Shares
Name
Indirectly
Issued(1)
Directors and Officers as a Group
3,409,976
8.8%
Number of
Number of Common
% of Common shares
U.S. Holders
shares held in U.S.
held
in U.S.
13
2,537,626
6.53 %
Total Sales
Export Sales
Export Sales as % of Total Sales
$ 12,825,000
$ 7,329,000
57.1%
Calendar Period
High (Cdn$)
Low (Cdn$)
Volume
Month Ended
February, 2005
0.30
0.22
721,200
January, 2005
0.34
0.25
576,300
December, 2004
0.33
0.22
1,470,500
November, 2004
0.37
0.24
1,444,800
October, 2004
0.42
0.29
841,300
Quarter Ended
September 30, 2004
0.63
0.36
2,233,400
June 30, 2004
0.97
0.45
2,186,500
March 31, 2004
1.40
0.75
7,447,600
December 31, 2003
1.29
0.42
10,195,800
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
Year Ended
September 30, 2002
2.24
0.37
32,601,669
September 30, 2001
3.24
0.35
16,397,600
September 30, 2000
10.30
0.90
37,181,900
(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 Canadas 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.
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
31
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.
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
32
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.
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
33
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 Shareholders particular circumstances.
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
34
(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 Agencys 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.
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.
35
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 Companys disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this Form 20-F, have concluded that, as of such date, the Companys disclosure controls and procedures were effective.
There were no changes in the Companys internal control over financial reporting that occurred during the year ended September 30, 2004 that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.
Item 16. [Reserved]
Item 16A. Audit committee financial expert.
The Companys Board of Directors has determined that the Company has at least one audit committee financial expert serving on its audit committee. The Companys audit committee financial expert is Jason Moretto, who is not independent for audit committee purposes, and who also serves as the Companys Chief Financial Officer.
Item 16B. Code of Ethics.
36
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 Companys 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, 2004 and September
30, 2003.
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. | * |
31.1 | Section 302 Certifications | |
31.2 | Section 302 Certifications | |
32.1 | Section 906 Certifications | |
32.2 | 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.
November 2, 2005
39
EIGER TECHNOLOGY, INC.
CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED SEPTEMBER 30, 2004
(RESTATED)
CONTENTS | |
Auditors' Report | 1-2 |
Consolidated Balance Sheets | 3 |
Consolidated Statements of Operations | 4 |
Consolidated Statements of Cash Flows | 5 |
Notes to Consolidated Financial Statements | 6 - 24 |
AUDITORS' REPORT
To the Shareholders of
Eiger Technology, Inc.
We have audited the consolidated balance sheet of Eiger Technology, Inc. as at September 30, 2004 and the consolidated statements of operations and cash flows for the year then ended. The financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). These 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. We believe that our audit provide a reasonable basis for our opinion.
In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at September 30, 2004 and the results of its operations and its cash flows for the year then ended in accordance with Canadian generally accepted accounting principles.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has incurred losses and has a working capital deficiency. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans regarding these matters are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
The consolidated financial statements as at September 30, 2003 and 2002, and for the years then ended were audited and reported on by another public accounting firm to which they attached their audit report, without qualification, dated December 30, 2003.
We also audited the adjustments described in note 14 that were applied to restate the 2003 and 2002 financial statements. In our opinion, such adjustments are appropriate and have been properly applied.
"SF
PARTNERSHIP, LLP"
CHARTERED ACCOUNTANTS
Toronto, Canada
February 25, 2005 except as to note 14 which
is at July 11, 2005
- 1 -
AUDITORS' REPORT
To the Shareholders of
Eiger Technology, Inc.:
We have audited the consolidated balance sheets of Eiger Technology, Inc. as at September 30, 2003 and 2002, 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 Companys 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. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, these financial statements present fairly, in all material respects, the financial position of Eiger Technology, Inc. as at September 30, 2003 and 2002, 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
- 2 -
EIGER TECHNOLOGY, INC.
(Incorporated under the Ontario Business Corporations Act)
Consolidated Balance Sheets
September 30, 2004
(Restated)
2004 | 2003 | 2002 | |||||||
(Note 14 | ) | (Note 14 | ) | ||||||
ASSETS | |||||||||
Current | |||||||||
Cash | $ | 245,000 | $ | 325,000 | $ | 711,000 | |||
Short-term investments (note 5) | 30,000 | 53,000 | 770,000 | ||||||
Accounts receivable (note 6) | 2,221,000 | 2,791,000 | 2,908,000 | ||||||
Inventories | 1,648,000 | 2,440,000 | 2,526,000 | ||||||
Prepaid and sundry assets | 128,000 | 169,000 | 291,000 | ||||||
Current assets of discontinued operations | - | 2,577,000 | 6,303,000 | ||||||
4,272,000 | 8,355,000 | 13,509,000 | |||||||
Property, Plant and Equipment (note 7) | 2,498,000 | 2,316,000 | 2,384,000 | ||||||
Investments (note 5) | 96,000 | 96,000 | 123,000 | ||||||
Goodwill | - | 2,114,000 | 2,208,000 | ||||||
Future Income Tax | - | 98,000 | - | ||||||
Other (note 8) | 182,000 | 218,000 | 295,000 | ||||||
Assets of Discontinued Operations | - | 2,581,000 | 5,239,000 | ||||||
$ | 7,048,000 | $ | 15,778,000 | $ | 23,758,000 | ||||
LIABILITIES | |||||||||
Current | |||||||||
Bank indebtedness (note 9) | $ | 1,847,000 | $ | 2,351,000 | $ | 2,529,000 | |||
Accounts payable and accrued charges | 5,103,000 | 3,828,000 | 1,983,000 | ||||||
Long-term debt - current portion (note 10) | 500,000 | 317,000 | 120,000 | ||||||
Deferred revenue | 333,000 | - | - | ||||||
Current liabilities of discontinued operations | - | 2,260,000 | 3,936,000 | ||||||
7,783,000 | 8,756,000 | 8,568,000 | |||||||
Long-Term Debt (note 10) | 347,000 | 548,000 | 590,000 | ||||||
Liabilities of Discontinued Operations | - | 296,000 | 1,014,000 | ||||||
Non-Controlling Interest | (4,356,000 | ) | (3,139,000 | ) | (2,832,000 | ) | |||
3,774,000 | 6,461,000 | 7,340,000 | |||||||
SHAREHOLDERS' EQUITY | |||||||||
Capital Stock (note 12) | 43,297,000 | 42,685,000 | 42,235,000 | ||||||
Contributed Surplus | - | 217,000 | 217,000 | ||||||
Deficit | (40,023,000 | ) | (33,585,000 | ) | (26,034,000 | ) | |||
3,274,000 | 9,317,000 | 16,418,000 | |||||||
$ | 7,048,000 | $ | 15,778,000 | $ | 23,758,000 |
APPROVED ON BEHALF OF THE BOARD | ||
"GERRY RACICOT" | "JASON MORETTO" | |
Director | Director |
(The accompanying notes are an integral part of these consolidated financial statements)
- 3 -
EIGER TECHNOLOGY, INC.
Consolidated Statements of Operations
Year Ended September 30, 2004
(Restated)
2004 | 2003 | 2002 | |||||||
(Note 14 | ) | (Note 14 | ) | ||||||
Sales | $ | 12,825,000 | $ | 14,084,000 | $ | 12,024,000 | |||
Cost of Sales | 10,572,000 | 11,010,000 | 9,638,000 | ||||||
Gross Profit | 2,253,000 | 3,074,000 | 2,386,000 | ||||||
Expenses | |||||||||
Selling, general and administrative | 5,375,000 | 4,817,000 | 6,085,000 | ||||||
Amortization of property and equipment | 394,000 | 545,000 | 318,000 | ||||||
Amortization of intangibles | 68,000 | 137,000 | 133,000 | ||||||
Interest on long-term debt | 172,000 | 35,000 | 60,000 | ||||||
Other interest and bank charges | 272,000 | 268,000 | 349,000 | ||||||
6,281,000 | 5,802,000 | 6,945,000 | |||||||
Loss Before the Undernoted | (4,028,000 | ) | (2,728,000 | ) | (4,559,000 | ) | |||
Provision for income taxes - future | 98,000 | (98,000 | ) | - | |||||
Non-controlling interest | (730,000 | ) | (444,000 | ) | (443,000 | ) | |||
(632,000 | ) | (542,000 | ) | (443,000 | ) | ||||
Loss Before Non-Recurring Items | (3,396,000 | ) | (2,186,000 | ) | (4,116,000 | ) | |||
Goodwill impairment loss | 336,000 | - | - | ||||||
Loss from Continuing Operations | (3,732,000 | ) | (2,186,000 | ) | (4,116,000 | ) | |||
Loss from discontinued operations (note 13) | (2,706,000 | ) | (5,365,000 | ) | (916,000 | ) | |||
Net Loss | (6,438,000 | ) | (7,551,000 | ) | (5,032,000 | ) | |||
Deficit - beginning of year | (33,585,000 | ) | (26,034,000 | ) | (21,002,000 | ) | |||
Deficit - end of year | $ | (40,023,000 | ) | $ | (33,585,000 | ) | $ | (26,034,000 | ) |
Loss Per Weighted Average Number of | |||||||||
Shares Outstanding - Basic and Diluted | |||||||||
Continuing operations | $ | (0.09 | ) | $ | (0.06 | ) | $ | (0.11 | ) |
Discontinued operations | $ | (0.07 | ) | $ | (0.15 | ) | $ | (0.03 | ) |
Weighted Average Number of Shares | |||||||||
Outstanding - Basic and Diluted | 37,666,513 | 36,544,355 | 35,868,364 |
(The accompanying notes are an integral part of these consolidated financial statements)
- 4 -
EIGER TECHNOLOGY, INC.
Consolidated Statements of Cash Flows
Year Ended September 30, 2004
(Restated)
2004 | 2003 | 2002 | |||||||
(Note 14 | ) | (Note 14 | ) | ||||||
Cash Flows from Operating Activities | |||||||||
Net loss from continuing operations | $ | (3,732,000 | ) | $ | (2,186,000 | ) | $ | (4,116,000 | ) |
Adjustments for: | |||||||||
Amortization | 462,000 | 682,000 | 451,000 | ||||||
Non-controlling interest | (730,000 | ) | (444,000 | ) | (443,000 | ) | |||
Future income taxes | 98,000 | (98,000 | ) | - | |||||
Goodwill impairment loss | 336,000 | - | - | ||||||
Funds provided by (used in) continuing operating | |||||||||
activities | (3,566,000 | ) | (2,046,000 | ) | (4,108,000 | ) | |||
Changes in non-cash working capital | |||||||||
Accounts receivable | 570,000 | 117,000 | (824,000 | ) | |||||
Short-term investments | 23,000 | 717,000 | 3,148,000 | ||||||
Inventory | 792,000 | 86,000 | (5,000 | ) | |||||
Prepaid expenses and sundry assets | 41,000 | 122,000 | (22,000 | ) | |||||
Accounts payable and accrued charges | 1,275,000 | 1,845,000 | (504,000 | ) | |||||
Deferred revenue | 333,000 | - | - | ||||||
Net funds provided by (used in) continuing operating | |||||||||
activities | (532,000 | ) | 841,000 | (2,315,000 | ) | ||||
Net loss from discontinued operations | (2,706,000 | ) | (5,365,000 | ) | (916,000 | ) | |||
Adjustments for: | |||||||||
Amortization | - | 226,000 | 346,000 | ||||||
Non-controlling interest | (487,000 | ) | (194,000 | ) | (509,000 | ) | |||
Goodwill impairment loss | 346,000 | 27,000 | - | ||||||
Loss from discontinued operations | 1,400,000 | 2,632,000 | - | ||||||
Assets of discontinued operations | 5,158,000 | 3,891,000 | 6,217,000 | ||||||
Liabilities of discontinued operations | (2,556,000 | ) | (2,394,000 | ) | (2,075,000 | ) | |||
Net funds provided by (used in) discontinuing | |||||||||
operations | 1,155,000 | (1,177,000 | ) | 3,063,000 | |||||
Cash Flows from Investing Activities | |||||||||
Acquisition of equipment | (576,000 | ) | (477,000 | ) | (985,000 | ) | |||
Net funds provided by (used in) investing activities | (576,000 | ) | (477,000 | ) | (985,000 | ) | |||
Cash Flows from Financing Activities | |||||||||
Long-term debt | (18,000 | ) | 155,000 | (289,000 | ) | ||||
Bank indebtedness | (504,000 | ) | (178,000 | ) | 318,000 | ||||
Proceeds from issuance of common shares | 395,000 | 450,000 | 219,000 | ||||||
Net funds provided by (used in) financing activities | (127,000 | ) | 427,000 | 248,000 | |||||
Net Decrease in Cash | (80,000 | ) | (386,000 | ) | 11,000 | ||||
Cash - beginning of year | 325,000 | 711,000 | 700,000 | ||||||
Cash - end of year | $ | 245,000 | $ | 325,000 | $ | 711,000 |
(The accompanying notes are an integral part of these consolidated financial statements)
- 5 -
EIGER TECHNOLOGY, INC.
Notes to Consolidated Financial Statements
September 30, 2004
1. | Going Concern | |
These financial statements have been prepared on a going concern basis which contemplates the realization of assets and the payment of liabilities in the ordinary course of business. Despite a positive shareholders' equity position of $3,274,000 (2003-$9,317,000; 2002-$16,418,000), Eiger Technology, Inc. ("Eiger" or the "Company") has incurred significant operating losses in previous years and as at September 30, 2004, has a working capital deficiency of $3,511,000 (2003-$401,000). Its continued existence as a going concern is dependent upon the Company's ability to raise additional capital, to increase sales, and ultimately become profitable. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due. The Company at year end was in violation of a tangible net worth covenant with respect to a revolving credit line with the Trust Company Bank of New Jersey. |
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The Company believes that future shares issuance and certain sales related efforts will provide sufficient cash flow for it to continue as a going concern in its present form. However, there can be no assurances that the Company will achieve such results. Accordingly, the consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amount and classification of liabilities or any other adjustments that might be necessary should the Company be unable to continue as a going concern. |
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2. | Significant Accounting Policies |
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a) |
Nature of Business |
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The Company was originally incorporated as Alexa Ventures Inc. on September 8, 1986 under the laws of British Columbia. Currently, the Company is in good standing, operating under the laws of Ontario. The Company is listed as an issuer on the TSX. |
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Through its subsidiaries, the Company offered Voice over Internet Protocol services to the Canadian long-distance market and manufactured and distributed electronic/computer peripherals and electronic ballasts to OEM and consumer markets worldwide during the fiscal year. The Company is currently focused on developing Voice over Internet Protocol ("VoIP") long distance calling between major cities in North America through its subsidiary, Newlook Industries Corp. ("Newlook"). |
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b) |
Basis of Preparation |
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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. |
- 6 -
EIGER TECHNOLOGY, INC.
Notes to Consolidated Financial Statements
September 30, 2004
2. | Significant Accounting Policies (cont'd) | |
c) | Principles of Consolidation | |
|
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The consolidated financial statements include the accounts of Eiger and its subsidiaries as listed in Note 4. The Company's principal subsidiary is Newlook. Another subsidiary, Eiger Net, Inc. "Eiger Net" is presented as discontinued operations as at July 31, 2004, as discussed in note 13. All significant intercompany transactions and balances have been eliminated upon consolidation. |
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On March 18, 2004, Newlook completed its acquisition of all the issued and outstanding shares of Onlinetel from Eiger. As the transaction has been deemed a re-organization and not a business combination, Newlook's interest in Onlinetel has been recorded using the pooling of interests method. Using this method, Eiger's statements of operations, retained earnings and cash flows have been combined as if Newlook and Onlinetel had been combined for all periods presented. |
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d) | Cash and Cash Equivalents |
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Cash and cash equivalents consist of cash on account and short-term investments with remaining maturities of three months or less at acquisition. |
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e) | Inventory |
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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. |
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f) | Investments |
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All non-significant influenced 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. |
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g) | Property, Plant and Equipment |
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Property, plant and equipment are recorded at cost. Amortization is calculated using the following annual rates and methods: |
Buildings | 4-5% | |
Machinery and equipment | 5-10% | |
Automotive equipment | 20-30% | |
Computer equipment | 20-30% | |
Leasehold improvements | 10% | straight line basis |
- 7 -
EIGER TECHNOLOGY, INC.
Notes to Consolidated Financial Statements
September 30, 2004
2. | Significant Accounting Policies (cont'd) | |
h) | Goodwill | |
Goodwill is the residual amount that results when the purchase price of an acquired business exceeds the sum of the amounts allocated to the tangible and intangible assets acquired, less liabilities assumed, based on their fair values. When the Company enters into a business combination, the purchase method of accounting is used. Goodwill is assigned as of the date of the business combination to reporting units that are expected to benefit from the business combination. Goodwill is not amortized but instead is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test is carried out in two steps. In the first step, the carrying amount of the reporting unit, including goodwill, is compared with its fair value. When the fair value of the reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered to be impaired and the second step of the impairment test is unnecessary. The second step is carried out when the carrying amount of a reporting unit exceeds its fair value, in which case, the implied fair value of the reporting unit's goodwill, determined in the same manner as the value of goodwill is determined in a business combination, is compared with its carrying amount to measure the amount of the impairment loss, if any. |
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i) | Other Assets |
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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. |
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j) | Income Taxes |
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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. |
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k) | Issuance of Share Capital |
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The costs of issuing share capital are netted against share capital. |
- 8 -
EIGER TECHNOLOGY, INC.
Notes to Consolidated Financial Statements
September 30, 2004
2. | Significant Accounting Policies (cont'd) | ||
l) | Revenue Recognition | ||
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Operating revenues are recognized when they are earned, specifically, when services are provided, products are delivered to customers, persuasive evidence of an arrangement exists, amounts are fixed or determinable, and collectibility is reasonably assured. As a result the Company recognizes sales when products are shipped as at K-Tronik, sales to customers are FOB shipping point. |
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|
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Newlook's principal sources of revenue are recognized according to the following methods: |
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(i) |
Advertising based long distance calling subscription plans, are recorded as revenue on a monthly basis. This is a new line of business launched in the fiscal year; |
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(ii) |
Traditional long distance calling and Internet subscription plans, are recorded as revenue as the services or products are provided; |
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(iii) |
New media services for sponsors on the advertising based calling network, are recorded in the period the advertising airs on the Company's network; and |
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(iv) |
Dial around long distance casual calling services, are recorded as revenue in the month in which they are earned. |
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Deferred revenue includes subscriber deposits and amounts received from subscribers related to services and subscriptions to be provided in future periods. |
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m) | Foreign Currency Translation |
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The Company accounts for transactions and balances denominated in foreign currencies using the temporal method. 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 any of the reporting periods. |
- 9 -
EIGER TECHNOLOGY, INC.
Notes to Consolidated Financial Statements
September 30, 2004
2. | Significant Accounting Policies (cont'd) | |
n) | Stock-Based Compensation | |
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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. |
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o) | Earnings per Share |
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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 outstanding during the year had all the dilutive options been exercised 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. |
- 10 -
EIGER TECHNOLOGY, INC.
Notes to Consolidated Financial Statements
September 30, 2004
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, 2004 and the year ended September 30, 2003 and 2002 for comparison, are as follows: |
2004 | 2003 | 2002 | ||||||||
Net loss from continuing operations - as reported | $ | (3,732,000 | ) | $ | (2,186,000 | ) | $ | (4,116,000 | ) | |
Stock-based compensation expense | (900,000 | ) | (195,000 | ) | (285,000 | ) | ||||
Net loss from continuing operations - pro-forma | $ | (4,632,000 | ) | $ | (2,381,000 | ) | $ | (4,401,000 | ) | |
Weighted average basic and diluted loss per share - | ||||||||||
as reported | (0.09 | ) | (0.06 | ) | (0.11 | ) | ||||
Weighted average basic and diluted loss per share - | ||||||||||
pro-forma | (0.12 | ) | (0.07 | ) | (0.12 | ) |
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, 2004, the Company used the following weighted average assumptions: risk-free interest rate of 4.50%; expected volatility of 65%; expected life of 5 years; expected dividend yield of 0%. Details of outstanding stock options are disclosed in Note 12.
- 11 -
EIGER TECHNOLOGY, INC.
Notes to Consolidated Financial Statements
September 30, 2004
4. | Subsidiaries and Related Party Transactions |
Eiger Technology, Inc. is related to the following corporations: |
Name of Corporation | Nature of Relationship | |
Newlook Industries Corp. | 90% 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. | |
Onlinetel Corp. | 100% Subsidiary of Newlook Industries Corp. | |
Onlinetel Inc . | 100% Subsidiary 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 and recorded at the carrying value at the time, and are eliminated upon consolidation. Inter-company balances at the financial statement date are also eliminated upon consolidation.
Service fees paid to corporations owned by management personnel during the period totaled $207,000 (2003: $481,000; 2002: $456,000).
- 12 -
EIGER TECHNOLOGY, INC.
Notes to Consolidated Financial Statements
September 30, 2004
5. | Investments | |
a) | Short-Term Investments | |
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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. |
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b) | Long-Term Investments |
2004 | 2003 | 2002 | ||||||||
Advances to Lexatec VR Systems Inc. | $ | 96,000 | $ | 96,000 | $ | 123,000 |
The advances noted above are non-interest bearing, and have no specific terms of repayment. | |
6. | Accounts Receivables |
Accounts receivable are reported net of an allowance for doubtful accounts of $104,000 (2003: $101,000; 2002: $27,000) | |
7. | Property, Plant and Equipment |
2004 | 2003 | 2002 | ||||||||||||||
Accumulated | Net Book | Net Book | Net Book | |||||||||||||
Cost | Amortization | Value | Value | Value | ||||||||||||
Land | $ | 159,000 | $ | - | $ | 159,000 | $ | 159,000 | $ | 159,000 | ||||||
Buildings | 561,000 | 183,000 | 378,000 | 396,000 | 409,000 | |||||||||||
Machinery and | ||||||||||||||||
equipment | 951,000 | 668,000 | 283,000 | 447,000 | 173,000 | |||||||||||
Furniture and fixtures | 244,000 | 122,000 | 122,000 | 127,000 | 172,000 | |||||||||||
Automotive equipment | 22,000 | 17,000 | 5,000 | 9,000 | 11,000 | |||||||||||
Telecommunications | ||||||||||||||||
under capital leasehold | 835,000 | 167,000 | 668,000 | 373,000 | - | |||||||||||
Telecommunications | 989,000 | 458,000 | 531,000 | 579,000 | 1,018,000 | |||||||||||
Computer equipment | 659,000 | 307,000 | 352,000 | 226,000 | 330,000 | |||||||||||
Leasehold improvements | - | - | - | - | 112,000 | |||||||||||
$ | 4,420,000 | $ | 1,922,000 | $ | 2,498,000 | $ | 2,316,000 | $ | 2,384,000 |
- 13 -
EIGER TECHNOLOGY, INC.
Notes to Consolidated Financial Statements
September 30, 2004
8. | Other |
2004 | 2003 | 2002 | ||||||||
Non-interest bearing long-term deposits | $ | 61,000 | $ | 68,000 | $ | 115,000 | ||||
Regulatory approval | 113,000 | 143,000 | 153,000 | |||||||
Other | 8,000 | 7,000 | 27,000 | |||||||
$ | 182,000 | $ | 218,000 | $ | 295,000 |
9. | Bank Indebtedness |
Foreign and domestic subsidiary lines of credit balances totaling $2,014,000 (Cdn.), bear interest at rates ranging from 4.0 - 8.0%, are secured by the short-term investments, inventory and equipment, and are repayable upon demand. The Company at year end was in violation of a tangible net worth covenant with respect to a revolving credit line with the Trust Company Bank of New Jersey. |
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10. | Long-Term Debt |
Long-term debt is comprised of the following: |
2004 | 2003 | 2002 | ||||||||
Royal Bank of Canada term loan repayable in | ||||||||||
monthly instalments of $10,000 plus interest | ||||||||||
calculated at Royal Bank prime plus 1/4% | $ | 385,000 | $ | 505,000 | $ | 625,000 | ||||
Capital lease obligations - repayable over two years | ||||||||||
due May 31, 2005 to April 30, 2006; interest | ||||||||||
rates averaging 17.0% | 462,000 | 360,000 | - | |||||||
Other | - | - | 85,000 | |||||||
847,000 | 865,000 | 710,000 | ||||||||
Less: current portion | (500,000 | ) | (317,000 | ) | (120,000 | ) | ||||
Long-term debt | $ | 347,000 | $ | 548,000 | $ | 590,000 |
- 14 -
EIGER TECHNOLOGY, INC.
Notes to Consolidated Financial Statements
September 30, 2004
10. | Long-Term Debt (cont'd) |
During the year, the Company paid $295,000 (2003: $102,000) in interest on long-term debt. Principal payments required on long-term debt for the next five years are as follows: |
2005 | $ | 500,000 | |
2006 | 202,000 | ||
2007 | 120,000 | ||
2008 | 25,000 | ||
$ | 847,000 |
11. | Financial Instruments | |
a) | Fair Value | |
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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. |
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b) | Interest Rate Risk |
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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. |
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c) | Credit Risk |
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The Company's financial assets that are exposed to credit risk consist primarily of short-term investments, accounts receivable, and long-term investments. |
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Short-term investments consist solely of money market funds and short-term commercial paper issued by investment-rated Canadian financial institutions which are invested for terms not exceeding 90 days. |
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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. |
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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. |
- 15 -
EIGER TECHNOLOGY, INC.
Notes to Consolidated Financial Statements
September 30, 2004
12. | Capital Stock |
Authorized: 100,000,000 Common Shares Issued: |
No. of | 2004 | No. of | 2003 | No. of | 2002 | ||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | ||||||||||||||
Beginning of year | 37,608,951 | $ | 43,249,000 | 36,615,853 | $ | 42,799,000 | 36,215,853 | $ | 42,543,000 | ||||||||||
Issued | |||||||||||||||||||
- private placement | 993,098 | 556,000 | 993,098 | 450,000 | - | - | |||||||||||||
- exercise of options | 130,000 | 56,000 | - | - | 310,000 | 209,000 | |||||||||||||
- acquisitions | - | - | - | - | - | - | |||||||||||||
- other | 128,125 | - | - | - | 90,000 | 47,000 | |||||||||||||
- costs of issue | - | - | - | - | - | - | |||||||||||||
End of year | 38,860,174 | 43,861,000 | 37,608,951 | 43,249,000 | 36,615,853 | 42,799,000 | |||||||||||||
Reciprocal | |||||||||||||||||||
shareholdings | (568,049 | ) | (564,000 | ) | (568,049 | ) | (564,000 | ) | (568,049 | ) | (564,000 | ) | |||||||
38,292,125 | $ | 43,297,000 | 37,040,902 | $ | 42,685,000 | 36,047,804 | $ | 42,235,000 |
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".
No. of | 2004 | No. of | 2003 | No. of | 2002 | ||||||||||||||
Options | WAEP | Options | WAEP | Options | WAEP | ||||||||||||||
Beginning of year | 4,246,000 | 1.83 | 3,911,000 | 1.96 | 3,446,000 | 2.29 | |||||||||||||
Granted | 1,626,000 | 0.86 | 460,000 | 0.56 | 1,075,000 | 0.55 | |||||||||||||
Exercised | (130,000 | ) | 0.43 | - | - | (310,000 | ) | 0.67 | |||||||||||
Expired | (800,000 | ) | 4.29 | (125,000 | ) | 1.07 | (300,000 | ) | 2.02 | ||||||||||
End of year | 4,942,000 | 1.14 | 4,246,000 | 1.83 | 3,911,000 | 1.96 |
No stock options were exercised during the year. The weighted average contractual life remaining for options outstanding at year end was 947 days.
- 16 -
EIGER TECHNOLOGY, INC.
Notes to Consolidated Financial Statements
September 30, 2004
12. | Capital Stock (cont'd) |
During the year, proceeds from exercised stock options of $56,000 was credited to share capital (2003: $nil). No amounts were recognized as compensation expense with respect to stock options granted or exercised in either of the reporting periods. |
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Stock options have been granted to the CEO of K-Tronik North America Corp. contingent upon meeting sales quotas for that company as tabled below: |
Number of | ||||||||||
Monthly Sales for Six | Options | |||||||||
Consecutive Months | Exercisable | Total | Exercise | |||||||
Units of Ballasts | Per Plateau | Cumulative | Price | |||||||
50,000 per month for 6 consecutive months | 70,000 | 70,000 | $ | 0.60 | ||||||
60,000 per month for 6 consecutive months | 70,000 | 140,000 | 0.60 | |||||||
70,000 per month for 6 consecutive months | 70,000 | 210,000 | 0.60 | |||||||
80,000 per month for 6 consecutive months | 70,000 | 280,000 | 0.60 | |||||||
90,000 per month for 6 consecutive months | 70,000 | 350,000 | 0.60 |
No shares were issued in fiscal 2004, 2003 or 2002 as a result of this agreement.
Management agreed to issue shares of the Company to four members of the management team of Eiger Net, 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:
Gross | Net | Common | |||||||
Year | Sales (U.S.) | Income (U.S.) | Share | ||||||
1999 | $ | 27,000,000 | $ | 1,000,000 | 600,000 | ||||
2000 | 70,000,000 | 2,500,000 | 750,000 | ||||||
2001 | 80,000,000 | 3,500,000 | 900,000 | ||||||
2002 | 90,000,000 | 4,000,000 | 900,000 | ||||||
2003 | $ | 110,000,000 | $ | 4,000,000 | 900,000 |
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.
- 17 -
EIGER TECHNOLOGY, INC.
Notes to Consolidated Financial Statements
September 30, 2004
12. | Capital Stock (cont'd) |
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 2004 were not met and are not being carried forward. |
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13. | Discontinued Operations |
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On July 31, 2004, the management shareholders of Eiger Net, Inc. in South Korea acquired Eiger's interest in Eiger Net, Inc. for a nominal sum as required by South Korean law. As such, the purchasers will assume all of the outstanding liabilities of Eiger Net, Inc. as at that date. |
2004 | 2003 | 2002 | ||||||||
Loss on discontinued operations | $ | (1,306,000 | ) | $ | (3,003,000 | ) | $ | (916,000 | ) | |
Loss on disposal of assets of discontinued | ||||||||||
operations | (1,400,000 | ) | (2,632,000 | ) | - | |||||
$ | (2,706,000 | ) | $ | (5,635,000 | ) | $ | (916,000 | ) |
- 18 -
EIGER TECHNOLOGY, INC.
Notes to Consolidated Financial Statements
September 30, 2004
13. | Discontinued Operations (cont'd) |
Assets and liabilities presented in the consolidated balance sheets include the following assets and liabilities of discontinued operations: |
2004 | 2003 | 2002 | |||||||
Current assets | $ | - | $ | 2,577,000 | $ | 6,303,000 | |||
Property, plant and equipment | - | 1,211,000 | 2,483,000 | ||||||
Other | - | 1,370,000 | 2,756,000 | ||||||
- | 5,158,000 | 11,542,000 | |||||||
Bank indebtedness | - | 1,416,000 | 1,500,000 | ||||||
Current liabilities | - | 844,000 | 2,436,000 | ||||||
Long term debt | - | 296,000 | 1,014,000 | ||||||
$ | - | $ | 2,556,000 | $ | 4,950,000 |
- 19 -
EIGER TECHNOLOGY, INC.
Notes to Consolidated Financial Statements
September 30, 2004
14. | Restatement of Financial Statements |
The Company's 2004 consolidated financial statements were audited by SF Partnership, LLP and contained an unqualified opinion on those financial statements dated February 25, 2005. The 2003 and 2002 consolidated financial statements were audited by Monteith, Monteith & Co. and contained an unqualified opinion on those financial statements dated December 30, 2003. |
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The issuance of the February 25, 2005 audit report on the consolidated financial statements of the Company included an audit report in accordance with Canadian generally accepted auditing standards and presented financial statements for 2004 and 2003. |
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Subsequent to the issuance of the audit report dated February 25, 2005, the financial statements were re-issued to include the fiscal 2002 comparatives and the inclusion of the audit report of Monteith, Monteith & Co. on the 2003 and 2002 consolidated financial statements. The 2004 audit report of SF Partnership, LLP was revised to include that the audit was in accordance both Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Consequently, the standards of the Public Company Accounting Oversight Board (United States) require the inclusion of an explanatory paragraph to be added to highlight note 1 of the financial statements on going concern. Accordingly an additional paragraph has been added to the audit report. |
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For comparative purposes the 2003 and 2002 non-controlling interest figures have been restated to include the effect of the increase in the minority share which occurred in 2004. The non-controlling interest was previously reported by Monteith and Monteith & Co. as $3,172,000 on the consolidated balance sheet as at September 30, 2003 (2002 - $1,873,000), and the statement of operations for the year ended 2003 were previously reported as $885,000 (2002 - $2,392,000). |
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For comparative purposes the 2003 and 2002 balance sheets and statements of operations have been reclassified to include the effect of discontinued operations which occured during fiscal 2004 and 2003. The current assets of discontinued operations and the assets of discontinued operations reported on the consolidated balance sheets as at September 30, 2003 were previously reported as $0 (2002 - $0). The current liabilities of discontinued operations and the liabilities of discontinued operations reported on the consolidated balance sheets as at September 30, 2003 were previously reported as $0 (2002 - $0). The loss from discontinued operations reported on the consolidated statement of operations as at September 30, 2003 were previously reported as $1,061,000 (2002 - $0). As a result of these recalssifications, the statements of cash flows have been restated for years ending 2004, 2003 and 2002. |
- 20 -
EIGER TECHNOLOGY, INC.
Notes to Consolidated Financial Statements
September 30, 2004
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. |
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In the U.S. reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) of the Report of Independent Registered Public Accounting Firm when the financial statements are affected by significant uncertainties such as those referred to in note 1. In Canadian reporting standards such reference does not have to be made when the uncertainties are adequately disclosed in the notes. |
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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. |
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U. S. GAAP requires the measurement and reporting of "comprehensive income". Comprehensive 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. |
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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. |
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U. S. GAAP permits, pursuant to APB Opinion 25, the use of the intrinsic method of accounting for stock-based compensation, while SFAS No. 123, as modified by SFAS No. 148, requires pro-forma reconciliation to the fair value method. |
- 21 -
EIGER TECHNOLOGY, INC.
Notes to Consolidated Financial Statements
September 30, 2004
15. | Reconciliation to U.S. GAAP (cont'd) Reconciliation to U.S. GAAP are as follows: |
2004 | 2003 | 2002 | ||||||||
Net loss | ||||||||||
- per Cdn. GAAP | $ | (6,438,000 | ) | $ | (7,551,000 | ) | $ | (5,032,000 | ) | |
- foreign currency translation adjustment | (55,000 | ) | (283,000 | ) | 341,000 | |||||
- future income tax savings related to above | - | - | (100,000 | ) | ||||||
- per U.S. GAAP | (6,493,000 | ) | (7,834,000 | ) | (4,791,000 | ) | ||||
Comprehensive item - foreign exchange | ||||||||||
adjustment | 55,000 | 283,000 | (341,000 | ) | ||||||
Comprehensive Loss | $ | (6,438,000 | ) | $ | (7,551,000 | ) | $ | (5,132,000 | ) | |
Deficit | ||||||||||
- per Cdn. GAAP | $ | (40,023,000 | ) | $ | (33,585,000 | ) | $ | (26,034,000 | ) | |
- foreign currency translation adjustments | 417,000 | 384,000 | 667,000 | |||||||
- per U.S. GAAP | $ | (39,606,000 | ) | $ | (33,201,000 | ) | $ | (25,367,000 | ) | |
Accumulated other comprehensive items: | ||||||||||
- per Cdn. GAAP | $ | - | $ | - | $ | - | ||||
- foreign currency translation adjustments | (417,000 | ) | (384,000 | ) | 667,000 | |||||
- per U.S. GAAP | $ | (417,000 | ) | $ | (384,000 | ) | $ | 667,000 | ||
Total assets: | ||||||||||
- per Cdn. GAAP | $ | 7,048,000 | $ | 15,778,000 | $ | 23,758,000 | ||||
- per U.S. GAAP | $ | 7,048,000 | $ | 15,778,000 | $ | 23,758,000 | ||||
Pro-forma disclosure (SFAS No. 148): | ||||||||||
Comprehensive Loss - as Reported | $ | (6,438,000 | ) | $ | (7,551,000 | ) | $ | (5,132,000 | ) | |
Stock-based Compensation Expense | (900,000 | ) | (195,000 | ) | (285,000 | ) | ||||
Comprehensive loss - pro-forma | $ | (7,338,000 | ) | $ | (7,746,000 | ) | $ | (5,417,000 | ) | |
Weighted average basic and fully diluted Lossl | ||||||||||
per share: | ||||||||||
Loss before discontinued operations | (0.10 | ) | (0.07 | ) | (0.11 | ) | ||||
Net loss per share | (0.17 | ) | (0.21 | ) | (0.13 | ) |
- 22 -
EIGER TECHNOLOGY, INC.
Notes to Consolidated Financial Statements
September 30, 2004
16. | Cash Payments of Interest and Income Taxes |
2004 | 2003 | 2002 | ||||||||
Interest | $ | 422,000 | $ | 456,000 | $ | 538,000 | ||||
Income Taxes | $ | - | $ | - | $ | - |
17. | Commitments |
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As at September 30, 2004, the Company had future minimum annual rent payments on operating leases of $34,000. |
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18. | Subsequent Event |
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On December 15, 2004, K-Tronik International Corp. ("KTI") entered into an agreement to sell all of its interest in and to the fixed assets of its subsidiary, K-Troniks Asia Ltd. ("KTA"). The terms of the Agreement call for KTA to use the purchase proceeds to retire the debts of KTA to the purchaser. KTI and the purchaser also entered into agreements whereby KTI transfers to the purchaser ownership of all of the issued and outstanding shares of K-Tronik N.A. Inc. ("KTNA"), its U.S. subsidiary which owns KTA. The transfer of the shares of KTNA has not yet been effected but is expected to be effected shortly. Upon final closing of the agreements described above, it is expected that the purchaser will own all of the issued and outstanding shares of KTNA and the assets of KTA. It is further expected that KTI will no longer be engaged in the business of manufacturing, distributing or selling electronic ballasts. |
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On November 30, 2004, Alexa Properties sold its manufacturing facility and land in Stratford, Ontario that previously housed the operations of ADH Custom Metal Fabricators Inc. |
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19. | Contingent Liabilities |
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At September 30, 2004, there were three potential claims outstanding against the Company. |
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The first claim is by a former employee for wrongful dismissal, alleged breach of contract, punitive and aggravated damages and costs. It is the Company's opinion that there is no merit to the claim of breach of contract, punitive or aggravated damages. There may be an immaterial amount if anything owing to this claim. |
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Secondly, there is a potential claim by a marketing firm for fees allegedly due and owing that went to mediation in September 2004. The Company took the position that if money was owed that it would be more than offset by the Company's counter suit for damages. It is the Company's opinion that there will be no resulting liability. |
- 23 -
EIGER TECHNOLOGY, INC.
Notes to Consolidated Financial Statements
September 30, 2004
19. | Contingent Liabilities (cont'd) |
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On November 25, 2004, a claim was issued against Onlinetel Corp. by a telecommunications company for an alleged breach of a service agreement plus interest and costs. It is the Company's opinion that although there may be a potential for liability in this claim, an amount is not known at the present time. |
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20. | Comparative Figures |
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Certain of the comparative figures have been reclassified to conform with current year presentation. |
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21. | Segmented Information |
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Management has identified two reportable segments: "Newlook" and "K-Tronik". Segmentation is determined on the basis of the types of goods and services provided and geographic location. |
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"Newlook" consists of Onlinetel Corp. and Onlinetel Inc., which provide Voice over Internet Protocol services to the Canadian long distance market. During the previous fiscal year, Newlook 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. The operations of Vision Unlimited Equipment Inc. and A.D.H. Custom Metal Fabricators Inc. have been discontinued (see Note 13). |
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"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 Korea. |
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"Eiger" includes Eiger Labs Group, Inc. and EigerNet, 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. The results of Eiger Net, Inc. are presented as discontinued operations as Eiger's ownership stake has been acquired (see Note 13). |
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Segmented financial information is presented on the following three pages. |
- 24 -
EXHIBIT 31.1
CERTIFICATIONS UNDER SECTION 302 OF SARBANES-OXLEY
I, Gerry Racicot, certify that:
1. | I have reviewed this annual report on Form 20-F of Eiger Technology, Inc.; | |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report; | |
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4. |
The issuers other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the issuer and have: | |
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a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
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b) |
Evaluated the effectiveness of the issuers disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
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c) |
Disclosed in this report any change in the issuers internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuers internal control over financial reporting; and | |
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5. |
The issuers other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuers auditors and the audit committee of the issuers board of directors (or persons performing the equivalent functions): | |
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a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuers ability to record, process, summarize and report financial information; and | |
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b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuers internal control over financial reporting. |
Date: November 2, 2005
/s/ GERRY RACICOT
President & C.E.O.
EXHIBIT 31.2
CERTIFICATIONS UNDER SECTION 302 OF SARBANES-OXLEY
I, Jason Moretto, certify that:
1. | I have reviewed this annual report on Form 20-F of Eiger Technology, Inc.; | |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report; | |
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4. |
The issuers other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the issuer and have: | |
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a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
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b) |
Evaluated the effectiveness of the issuers disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
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c) |
Disclosed in this report any change in the issuers internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuers internal control over financial reporting; and | |
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5. |
The issuers other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuers auditors and the audit committee of the issuers board of directors (or persons performing the equivalent functions): | |
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a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuers ability to record, process, summarize and report financial information; and | |
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b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuers internal control over financial reporting. |
Date: November 2, 2005
/s/ JASON MORETTO
Chief Financial Officer
EXHIBIT 32.1
CERTIFICATIONS UNDER SECTION 906 OF SARBANES-OXLEY
In connection with the annual report of Eiger Technology, Inc. (the Company) on Form 20-F for the fiscal year ending September 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Gerry Racicot, President & C.E.O. of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. |
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
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2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ GERRY RACICOT
Name: Gerry
Racicot
Title: President & Chief Executive Officer
November 2, 2005
EXHIBIT 32.2
CERTIFICATIONS UNDER SECTION 906 OF SARBANES-OXLEY
In connection with the annual report of Eiger Technology, Inc. (the Company) on Form 20-F for the fiscal year ending September 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Jason Moretto, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. |
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
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2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ JASON MORETTO | |
Name: Jason Moretto | |
Title: Chief Financial Officer | |
November 2, 2005 |
November 2, 2005
Larry Spirgel
Assistant Director
Division of Corporate
Finance
Securities and Exchange Commission
Washington, D.C.
20549
Re: File No. 0-29320
Dear Mr. Spirgel:
In response to the review of Eiger Technology, Inc.s Form 20-F/A filed May 3, 2005, please find responses to the comments in your letter of May 26, 2005 and the additional review comments communicated by Melissa Hauber, Senior Staff Accountant below, together with the action taken to comply with each:
SEC letter of May 26, 2005 comment responses:
1. A more comprehensive analysis of the income
statement is included in the amended text on pages 15-17 of the Form 20-F/A
recently filed.
2. Added disclosure pertaining to
non-recurring items is included in the amended text on page 15 of the Form
20-F/A recently filed.
3. Expanded discussion of liquidity
and capital resources along with tabular presentation of contractual obligations
are included in the amended text on pages 18-20 and tabular presentation on page
20 of the Form 20-F/A recently filed.
4. Compliance to U.S.
Exchange Act Rule 13a-14c is addressed in the amended text on page 36 of the
Form 20-F/A recently filed.
5. Compliance to U.S. Exchange
Act Rule 13a-15e is addressed in the amended text on page 36 of the Form 20-F/A
recently filed.
6. Compliance to Item 308c) of Regulation
S-K is addressed in the amended text on page 36 of the Form 20-F/A recently
filed.
7. Statements of operations and cash flows for the
year ended September 30, 2002, along with a revision of Note 12 are included in
the revised audited consolidated financial statements for the year ended
September 30, 2004 recently filed.
8. A revised audit report
to indicate the financial statements for the year ended September 30, 2002 were
audited by another public accounting firm are included in the revised audited
consolidated financial statements for the year ended September 30, 2004 recently
filed.
9. A revised auditors report complying with AS 1 is
included in the revised audited consolidated financial statements for the year
ended September 30, 2004 recently filed.
330 BAY STREET, SUITE 602, TORONTO, ON, M5H 2S8
PHONE:
(416) 216-8659 X302
FAX: (416) 216-1164
Melissa Hauber, Senior Staff Accountant additional review comment responses:
1. Textual error corrected in note 14 of the revised audited consolidated financial statements for the year ended September 30, 2004 recently filed.
2. Reviewed and amended note 15 of the revised audited consolidated financial statements for the year ended September 30, 2004 recently filed.
3. Expanded discussion of K-Tronik results is included in the amended text on pages 16-17 of the Form 20-F/A recently filed.
4. Restatements for comparative years 2003 and 2002 for the effect of operations that were discontinued in 2004 are included in the revised audited consolidated financial statements for the year ended September 30, 2004 recently filed. Related textual references in the Form 20-F/A have been revised accordingly.
An updated Form 20-F/A that incorporates all the points above has been filed.
Sincerely,
Jason Moretto
Jason Moretto
Chief Financial Officer
330 BAY STREET, SUITE 602, TORONTO, ON, M5H 2S8
PHONE:
(416) 216-8659 X302
FAX: (416) 216-1164