UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
|X| ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006
|_| TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER: 000-25839
SYSVIEW TECHNOLOGY, INC.
(Name of small business issuer in its charter)
DELAWARE 59-3134518
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification Number)
1772 TECHNOLOGY DRIVE
SAN JOSE, CALIFORNIA 95110
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, ZIP CODE)
408-436-9888 EXT. 207
(ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.001 PER SHARE
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
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 |_|
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. |X|
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes |_| No |X|
Issuer's revenues for its most recent fiscal year were $12,469,000.
The aggregate market value of the issuer's Common Stock held by non-affiliates
(5,368,578 shares) was approximately $4,026,434, based on the average closing
bid and ask price of $0.75 for the Common Stock on March 15, 2007.
As of March 30, 2007, there were outstanding 21,542,092 shares of the issuer's
Common Stock, par value $0.001.
Transitional Small Business Disclosure Format (check one): Yes |_| No |X|
--------------------------------------------------------------------------------
DOCUMENTS INCORPORATED BY REFERENCE
None
FORWARD LOOKING STATEMENTS
Some of the statements under "Management's Discussion and Analysis of Financial
Condition or Plan of Operations," and "Description of Business" in this Annual
Report on Form 10-KSB are forward-looking statements. These statements involve
known and unknown risks, uncertainties and other factors that may cause our
actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance, or
achievements expressed or implied by forward-looking statements.
In some cases, you can identify forward-looking statements by terminology such
as "may," "should," "expects," "plans," "anticipates," "believes," "estimates,"
"predicts," "potential," "proposed," "intended," or "continue" or the negative
of these terms or other comparable terminology. You should read statements that
contain these words carefully, because they discuss our expectations about our
future operating results or our future financial condition or state other
"forward-looking" information. There may be events in the future that we are not
able to accurately predict or control. Before you invest in our securities, you
should be aware that the occurrence of any of the events described in this
Annual Report could substantially harm our business, results of operations and
financial condition, and that upon the occurrence of any of these events, the
trading price of our securities could decline and you could lose all or part of
your investment. Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
growth rates, levels of activity, performance or achievements. We are under no
duty to update any of the forward-looking statements after the date of this
Annual Report to conform these statements to actual results.
-2-
PART I
ITEM 1. DESCRIPTION OF BUSINESS
OVERVIEW
Sysview Technology, Inc. (referred to herein as "we", "us", "our", "Sysview" or
"Company"), a Delaware corporation, develops, designs and delivers various
imaging technology solutions to all types and sizes of enterprises including
governmental agencies, large corporations, small corporations, small office-home
offices ("SOHO"), professional practices as well as consumers (referred to
herein collectively as "Enterprises") . We are a market-leader in providing
USB-powered scanning solutions to a wide variety of industries and market
applications. Our patented and proprietary page-imaging devices facilitate the
way information is stored, shared and managed in both business and personal use.
In addition, Sysview is involved in the research and development of certain
technologies related to the field of high definition ("HD") display. While
currently all of our revenues are derived from our image scanning products, we
recognize HD display as a significant future market opportunity for us.
Syscan, Inc., our wholly-owned subsidiary, was incorporated in California in
1995 to develop and manufacture a new generation of contact image sensors
("CIS") that are complementary metal-oxide-silicon ("CMOS") imaging sensor
devices. During the late 1990s, we established many technical milestones and
were granted numerous patents for our linear imaging technology. Our patented
CIS and mobile imaging scanner technology provides high quality images at
extremely low power consumption levels allowing us to deliver compact scanners
in a form ideally suited for laptop or desktop computer users who need a small
light weight device to scan or fax documents. In 2002, we began investigating
potential transfer of areas of our image scanning technology and know-how to the
enhancement of certain HD display technologies. Since then we have expanded our
HD display initiative through acquisition, exclusive licensing and the addition
of key personnel.
Our business model was developed and continues to evolve around intellectual
property ("IP") driven products sold primarily to original equipment
manufacturers ("OEM"), private label brands and value added resellers ("VAR").
Our image scanning products can be found in a variety of applications, including
but not limited, to the following:
o Document and information management;
o Identification card scanners;
o Passport security scanners;
o Bank note and check verification;
o Business card readers;
o Barcode scanning; and
o Optical mark readers used in lottery terminals.
In the past ten years we have grown to be one of the largest manufacturers of
page-fed scanning devices worldwide and we sell to several major brand companies
including VISIONEER, PENTAX, CARDSCAN, AMBIR TECHNOLOGY, DIGIMARC, BANKSERV and
OMRON. Our vertically integrated design and manufacturing business model allows
our customers to introduce new products to the market quickly and efficiently.
CURRENT MARKET OPPORTUNITIES, STRATEGIES AND PRODUCTS
In the past decade, information management, including how information is
retrieved, stored, shared and disseminated, has become increasingly important,
and in many instances critical, for all Enterprises worldwide.
Confronted by exponentially increasing information through more and more
channels, Enterprises employ a variety of resources for managing information.
Our document/image-capture products can help transform business-critical
information from paper, faxed and electronic forms, documents and transactions
into a manageable digital format. Our solutions can manage the processing of
millions of forms, documents and transactions annually, converting their content
into information that is usable in database, document, content and other
information management systems. We believe that our document/image-capture
products enable organizations to reduce operating costs, obtain higher
information accuracy rates and speed processing times.
-3-
Our document/image-capture solutions offer Enterprises a cost-effective and
accurate alternative to manual data entry, a traditional approach that is
typically a labor intensive, time consuming and costly method of managing the
input of information into the Enterprise. Organizations can utilize our
solutions to capture and store information electronically, and extract the
meaningful content or data in a way that preserves the data's accuracy. As a
result, we believe there is significant growth opportunity for our solutions to
help simplify the way Enterprises manage information as well as other business
applications.
Currently, all of our revenue is generated from sales of our
document/image-capture products and is as follows (IN THOUSANDS):
YEAR OVER YEAR GROWTH
-----------------------------
YEAR ENDED NET REVENUE DOLLARS PERCENTAGE
---------------------------------------------------------------------------
December 31, 2006 $ 12,469 $4,621 59%
December 31, 2005 7,848 1,790 30
December 31, 2004 6,058 na na
Our document/image-capture product revenue has experienced quarter over quarter
increases during the last 22 out of the 24 most recent quarters.
We offer several different image scanning product groups to meet the diverse
needs of our customers. Although all our products are based on the same patented
and proprietary technology, our product groups vary from one another by features
and configurations. Our most popular product groups include our DocketPORT and
TravelScan line of products.
DOCKETPORT
Our DocketPORT product group is our fourth generation of compact
document/image-capture devices. Specific features of this product group include:
o High Speed-Universal Serial Bus ("USB") powered;
o Several models capable of true duplex scans (both sides of a two-sided
document at once);
o 600 dots per inch ("DPI") optical resolution;
o Minimal power consumption;
o Extremely lightweight;
o Restriction of Hazardous Substance ("RoHS") and Waste Electrical and
Electronic Equipment ("WEEE") compliant;
o Internal 48-bit analog-to-digital conversion for three-color channels
(red, green and blue);
o No power adapter required; and
o Scans any size document from business cards to legal size documents.
TRAVELSCAN
Our TravelScan products are the ideal document management devices for busy
professionals and executives. These lightweight and convenient scanners are
powered using only the USB port, an exclusive Syscan patent. Our TravelScan
products can be conveniently carried alongside laptops and requires a minimal
footprint in your work area. These products enable users to fax, email and
organize all business documents with the "touch of a button." Specific features
include:
o Full-Speed USB powered;
o 600 dots per inch ("DPI") optical resolution;
o Minimal power consumption;
o Extremely lightweight; and
o RoHS and WEEE compliant.
SALES, MARKETING AND DISTRIBUTION
Our sales and marketing efforts are designed to serve our direct customer base,
rather than the end user of our products. We market and sell our products both
domestically and internationally through a global network of more than 40
independent distributors and channel partners in North America, Europe and Asia.
We select these independent entities based on their ability to provide effective
field sales, marketing communications and technical support to our targeted
markets. In addition, our products are sold through several retail and web-based
channels.
-4-
COMPETITION
We had several direct competitors to our document/image-capture products, in
major worldwide markets (North America, Europe and Asia) during the year ended
December 31, 2006. These competitors, in general, pay us a royalty fee for the
use of our intellectual property. To maintain our competitive advantage we
maintain a high level of investment in research and development and focus on
factory efficiency allowing us to provide superior time-to-market product cycles
with the goal of manufacturing and delivering products to customers virtually
defect free.
We believe that our competitive strengths include:
o Patented and proprietary-based products;
o Favorable and well established reputation, experience and presence in
the USB-powered document/image-capture devices market;
o Superior customer relationships that allow us to identify and work
closely with customers to meet market demands;
o Vertical integration design and manufacturing business model which
reduces the time to introduce a new or improved product to the market;
o Broad distribution channels; and
o Product quality and performance.
MANUFACTURING AND RAW MATERIAL SUPPLY
MANUFACTURING. We purchase the majority of our finished scanner imaging products
from Syscan Lab Limited ("SLL"), a wholly-owned subsidiary of Syscan Technology
Holdings Limited ("STH"), the parent company of our majority stockholder. Our
Chairman and CEO, Darwin Hu, was formerly the CEO of STH. He resigned from STH
effective December 2004. See Part III, "Item 12: Certain Relationships and
Related Transactions, and Director Independence."
We purposely limit the manufacturing of our product to SLL as this gives us
better control over both the quality of our product and the price we pay for the
product. We have established a pricing agreement with SLL, which is negotiated
periodically. From the early stages of product design and development, Sysview
engineers worked closely with SLL's production team to ensure optimal and cost
effective manufacturing. The strategy of using only one subcontract manufacturer
could be disadvantageous if SLL becomes unable or unwilling to provide products
to us in a timely manner. If this happens, we estimate it would take us
approximately six months to establish a new subcontract manufacturer. To
mitigate this exposure, we provide most of the critical components and tooling
required to manufacture our products.
RAW MATERIALS. SLL purchases the raw materials, parts and components with the
exception of the critical components as discussed above, which we provide. A
limited number of components included in our products are obtained from a single
supplier or a small group of suppliers. We have some controller chips that are
sole-sourced, as they are specialized devices that can effectively control the
cost of our product. We do not have any long-term or exclusive purchase
commitments with any of our suppliers. Where possible, we work with secondary
suppliers to qualify additional sources of supply. To reduce the risk associated
with using a sole supplier, we attempt to maintain strategic inventories of
these sole-sourced components. To date we have been able to obtain adequate
supplies of the components used in the production of our documents/image-capture
products in a timely manner from existing sources. If in the future we are
unable to obtain sufficient quantities of required materials, components or
subassemblies, or if such items do not meet our quality standards, delays or
reductions in product shipments could occur which could harm our business,
financial condition and results of operations.
-5-
CUSTOMERS
A small number of customers have historically accounted for a substantial
portion of our net revenue. Sales to our four largest customers represented 81%
and 79% of our net sales during the years ended December 31, 2006 and 2005,
respectively. See Note 1 included in Part II, "Item 7: Financial Statements." We
expect that our largest customers will continue to account for a substantial
portion of our net sales for the foreseeable future. Our largest customer
rankings and respective contributions to our net sales have varied and will
likely continue to vary from period to period. We typically sell products
pursuant to purchase orders that customers can generally defer without incurring
a significant penalty. Currently we do not have agreements with any of our key
customers that contain long-term commitments to purchase specified volumes of
our products. We believe that maintaining and continuing to strengthen customer
relationships will play an important role in maintaining our leading position in
the document/image-capture market.
INTELLECTUAL PROPERTY
While the success of our business depends more on such factors as our employees'
technical expertise and innovative skills, the success of our business also
relies on our ability to protect our proprietary technology. Accordingly, we
seek to protect our intellectual property rights in a variety of ways. Obtaining
patents on our innovative technologies is one such way. As of December 31, 2006,
we have fourteen patents issued in the United States and five patents issued in
Taiwan. Additionally, we have five patents currently pending with the United
States Patent and Trademark Office, four relate to our HD display technology and
one relates to our document/image-capture technology. Our patents do not begin
to expire until 2017. As of December 31, 2006, we had five domestic patent
applications pending, four relating to our HD display technologies and one
relating to our document/image scanning technology.
Another way we seek to protect our proprietary technology and other proprietary
rights is by requiring our employees and contractors to execute confidentiality
and invention assignment agreements in order to protect our proprietary
technology and other proprietary rights. We also rely on employee and
third-party nondisclosure agreements and other intellectual property protection
methods, including proprietary know-how, to protect our confidential information
and our other intellectual property.
COMPLIANCE WITH ENVIRONMENTAL, HEALTH, AND SAFETY REGULATIONS
In July 2006, the European Union ("EU") began requiring all electronics products
sold within the EU to be RoHS compliant pursuant to the European Directive
2002/95/EC. Beginning in January 2006, all our products are RoHS compliant.
RESEARCH AND DEVELOPMENT
As of December 31, 2006, our research and development staff consisted of
twenty-five employees and full-time contractors. Seventeen are located in the
United States and eight are located internationally. Our international workforce
facilitates our global focus and is generally less costly to maintain than our
domestic workforce.
We have historically devoted a significant portion of our financial resources to
research and development programs, both to our current products and our future
products, and we expect to continue to allocate significant resources to these
efforts. The majority of our research and development efforts are focused on our
future HD display products. Our research and development expenses for the years
ended December 31, 2006 and 2005 were $3,084,000 and $952,000, respectively. To
date, all research and development costs have been expensed as incurred.
Our future success will depend in part on our ability to anticipate changes,
enhance our current products, develop and introduce new products that keep pace
with technological advancements and address the increasingly sophisticated needs
of our customers. We intend to continue to develop our technology and innovative
products to meet customer demands.
FUTURE MARKET OPPORTUNITIES, STRATEGIES AND PRODUCTS
We intend to leverage our experience, expertise and current technology in the
document/image-capture market by expanding our business to the HD display
market, which is deemed to be a much larger market. The following discussion
explains why we think expanding our business into the HD display market has
opportunity for us.
-6-
Until the year 2001, home television technology did not change much and relied
almost exclusively on Cathode Ray Tube ("CRT") technology. This technology
provided good quality pictures, given the signal limitations of broadcasters and
cable operators. But the weight and size of the technology limited the screen
size to approximately 40 inches. Given the relatively new introduction of high
definition television ("HDTV") and content, both consumer and commercial markets
have dramatically increased the demand for larger HD capable screen sizes. In
response to this demand, various types of liquid crystal display ("LCD"), plasma
display panel ("PDP"), rear projection digital light processing ("DLP") and
liquid crystal on silicon ("LCOS") models have been introduced to the
marketplace. These technologies have addressed the larger screen size issue and
in some cases achieved HDTV quality standards, but current models continue to be
cost prohibitive for the average consumer.
We recognize that the television display market is in the process of a major
transition driven by the increased availability of HD content and consumer
demand for larger screen sizes. We believe the transition has started and will
continue into the foreseeable future. Currently, there are approximately 30
companies (tier one and tier two suppliers) competing in the large screen TV
market worldwide, each is faced with the challenge of delivering large screen HD
products at competitive prices all while generating a profit. Current market
offerings consist of flat panel technologies LCD and PDP and two forms of rear
projection technology LCOS and DLP. The prevailing technologies will be the ones
that crack the price to size and performance ratio. We believe that flat panel
LCD and rear projection LCOS technologies will prevail. LCD pricing continues to
fall and has advantages over PDP, although we believe that neither has the
ability in the foreseeable future to achieve the low manufacturing costs of rear
projection models.
There are arguments for both LCOS and DLP as potential prevailing technology in
the rear projection category. We believe that our proprietary LCOS HD display
components currently under development will meet and eventually exceed the
current quality standards of HD. More importantly it is our goal to deliver the
critical components at a significantly reduced cost. We are in the late stage
development of our LCOS HD products. We hope to achieve superior visual
performance and resolution at a significant value in large screen format HD
displays at a significant value and use this technology to further develop
derivative products.
EMPLOYEES
As of December 31, 2006, we employed 36 people on a full-time basis, 23 in the
United States and 13 internationally. Of the total, 25 were in product research
and development, 4 in sales and marketing and 7 in general administration. None
of our employees located in the United States or internationally are represented
by unions or collective bargaining agreements. We have experienced no work
stoppages and believe that our employee relations are good.
AVAILABLE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any document we file with the Commission at the Commission's public reference
room at 100 F Street, N.E., Washington, D.C. 20549. Please call the Commission
at 1-800-SEC-0330 for further information on the public reference rooms. Our
Commission filings are also available to the public from the Commission's
Website at www.sec.gov.
We make available free of charge our annual, quarterly and current reports,
proxy statements and other information upon request. To request such materials,
please contact our Corporate Secretary at 1772 Technology Drive San Jose,
California 95110 or call 1-408-436-9888 ext. 207.
Additionally, many reports and amendments to reports filed pursuant to Sections
13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, are
available free of charge on our website at www.sysviewtech.com as soon as
reasonably practicable after we electronically file such material with, or
furnish it to, the SEC. Information on our website and other information that
can be accessed through our website are not part of this report.
-7-
RISK FACTORS
RISKS RELATING TO OUR BUSINESS
A SIGNIFICANT PERCENTAGE OF OUR REVENUE IS DERIVED FROM SALES TO A FEW LARGE
CUSTOMERS, AND IF WE ARE NOT ABLE TO RETAIN THESE CUSTOMERS, OR THEY RESCHEDULE,
REDUCE OR CANCEL ORDERS, OR DELAY OR DEFAULT ON PAYMENTS, OUR REVENUES WOULD BE
REDUCED AND OUR FINANCIAL CONDITION AND CASH FLOWS WOULD SUFFER.
Sales to our four largest customers represented 81% and 79% of net sales during
the year ended December 31, 2006 and 2005, respectively. We expect that our
largest customers will continue to account for a substantial portion of our net
sales for the foreseeable future. None of our customers are obligated to
purchase a minimum number of our products in the aggregate or during any
particular period. We cannot provide assurance that any of our customers will
continue to purchase our products at past or current levels.
THE COMPANY HAS EXPERIENCED A HISTORY OF RECURRING OPERATING LOSSES AND MAY
CONTINUE TO INCUR LOSSES FOR THE FORESEEABLE FUTURE.
Our net losses totaled $5,948,000 and $2,039,000 for the years December 31, 2006
and 2005, respectively. Our accumulated deficit as of December 31, 2006 was
$28,705,000. We cannot provide assurance that we can achieve profitability in
the future. Additionally, these conditions raise substantial doubt as to our
ability to continue as a going concern.
WE SUBCONTRACT THE MANUFACTURING OF OUR IMAGE-CAPTURE PRODUCTS TO ONE COMPANY.
If our manufacturer (see Part III, "Item 12: Certain Relationships and Related
Transactions, and Director Independence") becomes unable or unwilling to provide
products to us in a timely manner, we may not be able to deliver our products to
customers on time, which could increase our costs, damage our reputation or
result in the loss of our customers. Although we have the right to utilize other
manufacturers at any time, identifying and qualifying a new manufacturer to
replace our current manufacturer could take several months.
WE DEPEND ON A LIMITED NUMBER OF SUPPLIERS TO PROVIDE THE COMPONENTS AND RAW
MATERIALS NECESSARY TO MANUFACTURE OUR PRODUCTS AND ANY INTERRUPTION IN THE
AVAILABILITY OF THESE COMPONENTS AND RAW MATERIALS USED IN OUR PRODUCT COULD
REDUCE OUR REVENUES.
Although many alternative suppliers exist, we rely on a single or limited number
of suppliers for many of the significant components and raw materials required
to manufacture our document/image-capture products. This reliance leads to a
number of significant risks, including:
o Unavailability of materials and interruptions in delivery of
components and raw materials from our suppliers;
o Manufacturing delays caused by such unavailability or interruptions in
delivery; and
o Fluctuations in the quality and the price of components and raw
materials.
We do not have any long-term or exclusive purchase commitments with any of our
suppliers. Failure to maintain existing relationships with our current suppliers
or to establish new supplier relationships in the future, could negatively
affect our ability to obtain necessary components and raw materials in a timely
manner. If we are unable to obtain ample supply of materials from our existing
suppliers or alternative supply sources, we may be unable to satisfy our
customers' orders, which could reduce our revenues and adversely affect
relationships with our customers.
OUR EXECUTIVE OFFICERS AND KEY PERSONNEL ARE CRITICAL TO OUR BUSINESS AND THE
LOSS OF THEIR SERVICES COULD ADVERSELY AFFECT OUR BUSINESS.
Our success depends to a significant degree upon the continuing contributions of
our key executive officers and managers. Although we have employment agreements
with most of these individuals, we cannot guarantee that we can retain these
individuals. In addition, we have not obtained "key man" life insurance on the
lives of any of the members of our management team.
-8-
WE MAY NOT BE ABLE TO ATTRACT NEW QUALIFIED EMPLOYEES.
There is intense competition for qualified personnel in the areas in which we
operate. The loss of existing personnel or the failure to recruit additional
qualified managerial, technical and sales personnel could adversely affect our
business. As we grow, we will need to attract, train and retain more employees
for management, engineering, research and development, sales and marketing and
support positions. And the competition for qualified employees, particularly
engineers and research and development personnel, continues to be intense.
Consequently, we may not be able to attract, train and retain the personnel we
need to continue to offer our products to current and future customers in a cost
effective manner, if at all.
IF WE FAIL TO RAISE CAPITAL THAT WE MAY NEED TO SUPPORT AND INCREASE OUR
OPERATIONS, OUR BUSINESS COULD BE ADVERSELY AFFECTED.
Our future capital uses and requirements will depend on numerous factors,
including:
o The extent to which our products gain market acceptance;
o The level of revenues from current and future products;
o The expansion of operations;
o The costs and timing of product development and sales and marketing
activities;
o The costs related to acquisitions of technology or businesses; and
o Competitive developments.
We may require additional capital to support and increase our sales and
marketing efforts, expand and enhance our current and future product offerings
and fund potential acquisitions. This capital may not be available on terms
acceptable to us, if at all. In addition, we may be required to spend
greater-than-anticipated funds if unforeseen difficulties arise in the course of
these or other aspects of our business. As a consequence, we may be required to
raise additional capital through public or private equity or debt financings,
collaborative relationships, bank facilities or other arrangements. We cannot
give assurance that such additional capital will be available on terms
acceptable to us, if at all. Any additional equity financing is expected to be
dilutive to our stockholders, and debt financing, if available, may involve
restrictive covenants and increased interest costs. Our inability to obtain
sufficient financing may require us to delay, scale back or eliminate some or
all of our expansion programs or limit the marketing of our products. This could
have a material and adverse effect on our business.
OUR MAJORITY STOCKHOLDER, SYSCAN IMAGING LIMITED, OWNS AND CONTROLS A
SIGNIFICANT NUMBER OF THE OUTSTANDING SHARES OF OUR COMMON STOCK AND WILL
CONTINUE TO HAVE SIGNIFICANT OWNERSHIP OF OUR VOTING SECURITIES FOR THE
FORESEEABLE FUTURE.
Syscan Imaging Limited, our majority stockholder, beneficially owns
approximately 75.1% of our outstanding common stock as of March 30, 2007. As a
result, they have the ability to control our affairs and business, including the
election of directors and subject to certain limitations, approval or preclusion
of fundamental corporate transactions. This concentration of ownership of our
common stock may:
o Delay or prevent a change in the control;
o Impede a merger, consolidation, takeover or other transaction
involving us; or
o Discourage a potential acquirer from making a tender offer or
otherwise attempting to obtain control of our Company.
THE AUTHORIZATION AND ISSUANCE OF "BLANK CHECK" PREFERRED STOCK COULD HAVE AN
ANTI-TAKEOVER EFFECT DETRIMENTAL TO THE INTERESTS OF OUR STOCKHOLDERS.
Our certificate of incorporation allows the Board of Directors to issue
preferred stock with rights and preferences set by our board without further
stockholder approval. Under particular circumstances, the issuance of these
"blank check preferred" shares could have an anti-takeover effect. For example,
in the event of a hostile takeover attempt, it may be possible for management
and the board to impede the attempt by issuing blank check preferred shares,
thereby diluting or impairing the voting power of the other outstanding shares
of common stock and increasing the potential costs to acquire control of our
Company. Our Board of Directors has the right to issue blank check preferred
shares without first offering them to holders of our common stock, as the
holders of our common stock have no preemptive rights.
-9-
WE MAY NOT BE ABLE TO COMPLY WITH THE SARBANES-OXLEY ACT.
The enactment of the Sarbanes-Oxley Act in July 2002 created a significant
number of new and extremely costly corporate governance requirements and
additional requirements may be enacted in the future. Although we intend to
implement the requisite changes to become compliant with existing and new
requirements that apply to our Company, we may not be able to do so in a timely
manner, or at all. Additionally, we may incur significant expense implementing
and maintaining our compliance with the Sarbanes-Oxley Act.
WE ARE IN VIOLATION OF OUR LINE OF CREDIT DEBT COVENANTS.
We were not in compliance with all of our line of credit debt covenants at
December 31, 2006. And we remain out of compliance through the date of this
filing. The lender waived our violations through December 31, 2006. And although
we are currently working with the lender to extend the waiver, the lender has
not agreed to waive any debt covenant violations subsequent to December 31,
2006. If we cannot successfully extend the waiver, our interest expense will
increase from prime plus 0.5% to prime plus 5.5% effective January 1, 2007.
RISKS RELATED TO OUR INTELLECTUAL PROPERTY AND TECHNOLOGY
UNAUTHORIZED USE OF OUR PROPRIETARY TECHNOLOGY AND INTELLECTUAL PROPERTY WILL
ADVERSELY AFFECT OUR BUSINESS AND RESULTS OF OPERATIONS.
Our success and competitive position depend in large part on our ability to
obtain and maintain intellectual property rights to protect our products. We
currently, and may in the future, rely on a combination of patents, copyrights,
trademarks, service marks, trade secrets, confidentiality provisions and
licensing arrangements to establish and protect our intellectual property and
proprietary rights. Unauthorized parties may attempt to copy aspects of our
products or obtain, license, sell or otherwise use information that we regard as
proprietary. Policing unauthorized use of our products is difficult, and we may
not be able to protect our technology from unauthorized use. Additionally, our
competitors may independently develop technologies that are substantially the
same or superior to ours without infringing our rights. In these cases, we would
be unable to prevent our competitors from selling or licensing these similar or
superior technologies. In addition, the laws of some foreign countries do not
protect our proprietary rights to the same extent as the laws of the United
States.
Third parties have claimed and may claim in the future that we are infringing
their intellectual property, and we could be exposed to significant litigation
or licensing expenses or be prevented from selling our products if such claims
are successful. From time to time, we are subject to claims that we or our
customers may be infringing or contributing to the infringement of the
intellectual property rights of others. We may be unaware of intellectual
property rights of others that may cover some of our technologies and products.
If it appears necessary or desirable, we may seek licenses for these
intellectual property rights. However, we may not be able to obtain licenses
from some or all claimants or the terms of any offered licenses may not be
acceptable to us, and we may not be able to resolve disputes without litigation.
Any litigation regarding intellectual property could be costly and
time-consuming and could divert the attention of our management and key
personnel from our business operations. In the event of a claim of intellectual
property infringement, we may be required to enter into costly royalty or
license agreements. Third parties claiming intellectual property infringement
may be able to obtain injunctive or other equitable relief that could
effectively block our ability to develop and sell our products.
OUR FUTURE TARGET MARKET FOR OUR HD DISPLAY PRODUCTS IS HIGHLY COMPETITIVE AND
RAPIDLY CHANGING, AND WE MAY BE UNABLE TO COMPETE SUCCESSFULLY.
The market in which we plan to sell our future HD display products is extremely
competitive and we will compete against many well established companies,
including many OEMs who have substantially greater financial and other resources
than we do. Additionally, the entire market for our HD display product is
empirically facing a trend of declining gross margin resulting from emerging
global markets and competition. The market for HD display products is rapidly
evolving and significant technological changes could render our future products
obsolete before we successfully deploy them. We intend to mitigate the inherent
risk in this rapidly changing market by continually improving the functionality
and features of our products to meet customers' needs. If we are unable to
develop new products and enhance functionalities or technologies to adapt to
these changes in a cost-effective and timely manner, our business could be
materially and adversely affected.
-10-
RISKS RELATING TO ACQUISITIONS
ANY ACQUISITIONS WE MAKE COULD RESULT IN DILUTION TO OUR EXISTING SHAREHOLDERS
AND COULD BE DIFFICULT TO INTEGRATE, WHICH COULD CAUSE DIFFICULTIES IN MANAGING
OUR BUSINESS AND RESULT IN A DECREASE TO THE VALUE OF YOUR INVESTMENT.
We believe that we may need to make strategic acquisitions of other businesses
in order to achieve growth and profitability. Evaluating acquisition targets is
difficult and acquiring other businesses involves risk. The acquisition of other
businesses could subject us to a number of risks, including the following:
o Difficulty in integrating the acquired operations and retaining
acquired personnel;
o Limitations on our ability to retain acquired sales distribution
channels and customers;
o Diversion of management's attention and disruption of our ongoing
business; and
o Limitations on our ability to incorporate acquired technology and
rights into our product offerings and maintain uniform standards,
controls, procedures and policies.
Furthermore, we may incur indebtedness or issue equity securities to pay for
future acquisitions. The issuance of equity or convertible debt securities would
be dilutive to our then existing shareholders.
RISKS RELATING TO OUR COMMON STOCK
THE LIMITED PRIOR PUBLIC MARKET AND TRADING MARKET MAY CAUSE POSSIBLE VOLATILITY
IN OUR STOCK PRICE.
To date, there has only been a limited public market for our securities and
there can be no assurance that we can attain an active trading market for our
securities. Our common stock trades on the Over The Counter Bulletin Board
("OTCBB"), which is an unorganized, inter-dealer, over-the-counter market that
provides significantly less liquidity than NASDAQ and the national securities
exchange. Quotes for securities quoted on the OTCBB are not listed in the
financial sections of newspapers as are those for NASDAQ and the national
securities exchange. Moreover, in recent years, the overall market for
securities has experienced extreme price and volume fluctuations that have
particularly affected the market prices of many smaller companies. The trading
price of our common stock is expected to be subject to significant fluctuations
including, but not limited to, the following:
o Quarterly variations in operating results and achievement of key
business metrics;
o Changes in earnings estimates by securities analysts, if any;
o Any differences between reported results and securities analysts'
published or unpublished expectations;
o Announcements of new products by us or our competitors;
o Market reaction to any acquisitions, joint ventures or strategic
investments announced by us or our competitors;
o Demand for our products;
o Shares sold pursuant to Rule 144 or upon exercise of warrants and
options or conversion of Series A Preferred Stock or Series B
Preferred Stock; and
o General economic or stock market conditions unrelated to our operating
performance.
These fluctuations, as well as general economic and market conditions, may have
a material or adverse effect on the market price of our common stock.
THERE ARE LIMITATIONS AND DELAYS IN CONNECTION WITH THE AVAILABILITY OF QUOTES
AND ORDER INFORMATION ON THE OTCBB.
The OTCBB executes trades and quotations using a manual process and cannot
guarantee the market information for securities. In some instances, quote
information, or even firm quotes, may not be available. The OTCBB's manual
execution process may delay order processing and as a result, a limit order may
fail to execute or a market order may execute at a significantly different price
due to intervening price fluctuations. Trade execution, execution reporting and
legal trade confirmation delivery may be delayed significantly. Consequently,
one may not be able to sell shares of our common stock at the optimum trading
prices.
-11-
PENNY STOCK REGULATIONS MAY IMPOSE CERTAIN RESTRICTIONS ON MARKETABILITY OF OUR
SECURITIES.
The Commission has adopted regulations which generally define a "penny stock" to
be any equity security that has a market price (as defined) of less than $5.00
per share or an exercise price of less than $5.00 per share, subject to certain
exceptions. As a result, our shares of common stock are subject to rules that
impose additional sales practice requirements on broker-dealers who sell such
securities to persons other than established clients and "accredited investors".
For transactions governed by these rules, the broker-dealer must make a special
suitability determination for the purchase of such securities, must obtain the
purchaser's written consent to the transaction, and must deliver to the
purchaser a SEC-mandated, penny stock risk disclosure document, all prior to the
purchase. The broker-dealer must also disclose the commission payable to both
the broker-dealer and the registered representative, current quotations for the
securities and, if the broker-dealer is the sole market maker, the broker-dealer
must disclose this fact and the broker-dealer's presumed control over the
market. Finally, monthly statements must be sent disclosing recent price
information for the penny stock held in the account and information on the
limited market in penny stocks. Consequently, the "penny stock" rules may
restrict the ability of broker-dealers to sell our shares of common stock and
may affect the ability of investors to sell such shares of common stock in the
secondary market and may affect the price at which investors can sell such
shares.
Investors should be aware that the market for penny stocks has suffered in
recent years from patterns of fraud and abuse, according to the Commission. Such
patterns include:
o Control of the market for the security by one or a few broker-dealers
that are often related to the promoter or issuer;
o Manipulation of prices through prearranged matching of purchases and
sales and false and misleading press releases;
o "Boiler room" practices involving high pressure sales tactics and
unrealistic price projections by inexperienced sales persons;
o Excessive and undisclosed bid-ask differentials and markups by selling
broker-dealers; and
o The wholesale dumping of the same securities by promoters and
broker-dealers after prices have been manipulated to a desired level,
along with the inevitable collapse of those prices with consequent
investor losses.
Our management is aware of the abuses that have occurred historically in the
penny stock market.
THERE IS A RISK OF MARKET FRAUD.
OTCBB securities are frequent targets of fraud or market manipulation. Not only
because of their generally low price, but also because the OTCBB reporting
requirements for these securities are less stringent than for listed or NASDAQ
traded securities, and no exchange requirements are imposed. Dealers may
dominate the market and set prices that are not based on competitive forces.
Individuals or groups may create fraudulent markets and control the sudden,
sharp increase of price and trading volume and the equally sudden collapse of
the market price for shares of our common stock.
THERE IS LIMITED LIQUIDITY ON THE OTCBB.
When fewer shares of a security are being traded on the OTCBB, the security's
market price may become increasingly volatile and price movement may outpace the
ability to deliver accurate quote information. Due to lower trading volumes of
our common stock, there may be a lower likelihood that one's orders for our
common stock will be executed, and current prices may differ significantly from
the price one was quoted by the OTCBB at the time of one's order entry.
THERE IS A LIMITATION IN CONNECTION WITH THE EDITING AND CANCELING OF ORDERS ON
THE OTCBB.
Orders for OTCBB securities may be canceled or edited like orders for other
securities. All requests to change or cancel an order must be submitted to,
received and processed by the OTCBB. As mentioned earlier in this document, the
OTCBB executes trades using a manual process, which could cause delays in order
processing and reporting, and could hamper one's ability to cancel or edit one's
order. Consequently, selling shares of our common stock at the optimum trading
prices may be impossible.
-12-
INCREASED DEALER COMPENSATION COULD ADVERSELY AFFECT THE STOCK PRICE.
The dealer's spread (the difference between the bid and ask prices) may be large
and may result in substantial losses to the seller of our common stock on the
OTCBB if the stock must be sold immediately. Further, purchasers of our common
stock may incur an immediate "paper" loss due to the price spread. Moreover,
dealers may not have a bid price for our common stock on the OTCBB. Due to the
foregoing factors, demand for our common stock on the OTCBB may be decreased or
eliminated.
ADDITIONAL AUTHORIZED SHARES OF OUR COMMON STOCK AND PREFERRED STOCK AVAILABLE
FOR ISSUANCE MAY ADVERSELY AFFECT THE MARKET.
We are authorized to issue 50,000,000 shares of our common stock. As of December
31, 2006, there were 24,642,092 and 24,142,092 shares of common stock issued and
outstanding, respectively. However, the total number of shares of our common
stock issued and outstanding does not include shares reserved in anticipation of
the exercise of options or warrants or the conversion of our Series A Preferred
Stock or our Series B Preferred Stock. As of December 31, 2006, we had the
following common shares reserved for future issuance:
Conversion of Series A Preferred Stock 1,565,000
Maximum Dividend Shares on the Conversion of Series
A Preferred Stock 273,159
Conversion of Series B Preferred Stock 1,150,000
Stock options outstanding 4,890,000
Warrants outstanding 1,794,000
-----------------
TOTAL 9,672,159
=================
The above table does not include 2,310,000 and 1,500,000 shares that are
reserved pursuant to our 2002 Amended and Restated Stock Option Plan and our
2006 Stock Option Plan, respectively, for options that are available for future
grant. To the extent that options or warrants are exercised, or the preferred
stock holders elect to convert their preferred shares to common shares, the
holders of our common stock will experience further dilution. In addition, in
the event that any future financing should be in the form of, be convertible
into or exchangeable for, equity securities, and upon the exercise of options
and warrants, investors may experience additional dilution.
While we have no present plans to issue any shares of preferred stock other than
the Series A Preferred Stock and the Series B Preferred Stock, our Board of
Directors has the authority (as previously discussed), without stockholder
approval, to create and issue one or more series of such preferred stock and to
determine the voting, dividend and other rights of holders of such preferred
stock. The above table does not include any future issuance of preferred stock.
The issuance of any of such series of preferred stock will cause further
dilution to holders of our common stock.
SHARES ELIGIBLE FOR FUTURE SALE MAY ADVERSELY AFFECT THE MARKET.
From time to time, certain of our stockholders may be eligible to sell all or
some of their shares of common stock by means of ordinary brokerage transactions
in the open market pursuant to Rule 144, promulgated under the Securities Act of
1933 (Securities Act), subject to certain limitations. In general, pursuant to
Rule 144, a stockholder (or stockholders whose shares are aggregated) who has
satisfied a one-year holding period may, under certain circumstances, sell
within any three-month period a number of securities which does not exceed the
greater of 1% of the then outstanding shares of common stock or the average
weekly trading volume of the class during the four calendar weeks prior to such
sale. Rule 144 also permits, under certain circumstances, the sale of
securities, without any limitation, by our stockholders that are non-affiliates
that have satisfied a two-year holding period. Any substantial sale of our
common stock pursuant to Rule 144 or pursuant to any resale prospectus may have
material adverse effect on the market price of our securities.
-13-
DIRECTOR AND OFFICER LIABILITY IS LIMITED.
As permitted by Delaware law, our certificate of incorporation limits the
liability of our directors for monetary damages for breach of a director's
fiduciary duty except for liability in certain instances. As a result of our
charter provision and Delaware law, stockholders may have limited rights to
recover against directors for breach of fiduciary duty. In addition, our
certificate of incorporation provides that we shall indemnify our directors and
officers to the fullest extent permitted by law.
-14-
ITEM 2. DESCRIPTION OF PROPERTY
At December 31, 2006 details of our property were as follows:
TOTAL SQUARE
LOCATION LEASE EXPIRATION FOOTAGE PRIMARY USAGE
San Jose, CA November 2008 10,700 Corporate headquarters,
research and development lab
San Jose, CA Month to month 2,300 Inventory management and distribution
Arnhem, Netherlands Month to month 250 Field service and sales office
Arnhem, Netherlands Month to month 1,400 Inventory management and distribution
Brisbane, Australia Month to month 1,100 Inventory management and distribution
Shenzhen, China Month to month 2,100 Inventory management and distribution
We believe our properties are adequate for our current needs and will be
sufficient to serve the needs of our operations for the foreseeable future.
ITEM 3. LEGAL PROCEEDINGS
We are subject to various legal proceedings from time to time in the ordinary
course of business, none of which is required to be disclosed under this Item 3.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter the year ended December 31, 2006.
-15-
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
Our common stock is listed on the Over-The-Counter Bulletin Board ("OTCBB").
From April 2, 2004 through June 26, 2006, our shares of common stock were quoted
under the symbol "SYII." Effective June 27, 2006, in connection with the name
change from "Syscan Imaging, Inc." to "Sysview Technology, Inc.," the Company's
shares of common stock are quoted under the symbol "SYVT." The following table
sets forth the range of high and low sales prices for the Company's common stock
for the periods indicated:
HIGH LOW
---------- ---------
Fiscal 2006:
1st Quarter $0.80 $0.55
2nd Quarter 1.55 0.65
3rd Quarter 1.49 0.75
4th Quarter 0.85 0.45
Fiscal 2005:
1st Quarter $3.25 $1.20
2nd Quarter 1.30 0.53
3rd Quarter 1.15 0.30
4th Quarter 0.98 0.35
Such prices represent quotations between dealers, without dealer markup,
markdown or commissions, and may not represent actual transactions.
RECORD HOLDERS
As of March 30, 2007, there were 21,542,092 shares of common stock issued and
outstanding, held by approximately 364 holders of record as indicated on the
records of the Company's transfer agent.
DIVIDENDS
COMMON STOCK. The Company has not declared or paid dividends on its common stock
to date and intends to retain any earnings for use in the business for the
foreseeable future.
PREFERRED STOCK. The holders of our Series A 5% cumulative convertible preferred
stock ("Series A Stock") are entitled to receive dividends at a rate of five
percent per year. Dividends are payable in cash, by accretion of the Series A
Stock stated value or in shares of common stock. Subject to certain terms and
conditions, the decision whether to accrete dividends to the stated value of the
Series A Stock or to pay for dividends in cash or in shares of common stock, is
at the Company's discretion. The Series B Preferred stock does not pay
dividends. To date, the Company has not paid any cash dividends on its Series A
Stock and has chosen to accrete dividends to the stated value of the Series A
Stock.
-16-
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth certain information, as of December 31, 2006,
concerning shares of common stock authorized for issuance under the Company's
existing equity compensation plans.
NUMBER OF
SECURITIES
REMAINING AVAILABLE
NUMBER OF WEIGHTED AVERAGE FOR FUTURE ISSUANCE
SECURITIES TO BE EXERCISE PRICE UNDER EQUITY
ISSUED UPON OF OUTSTANDING COMPENSATION PLANS
EXERCISE OF OPTIONS, (EXCLUDING
OUTSTANDING WARRANTS AND SECURITIES
OPTIONS, RIGHTS REFLECTED IN COLUMN
WARRANTS AND (A))
RIGHTS (B) (C)
(A)
---------------- ---------------- ---------------------
Equity compensation plans approved by security holders 890,000 $0.92 3,810,000
Equity compensation plans not approved by security holders 4,000,000 0.01 -
---------------- ---------------- ---------------------
Total 4,890,000 $0.18 3,810,000
================ ================ =====================
2002 AMENDED AND RESTATED STOCK OPTION PLAN
On June 23, 2006 at our stockholders' annual meeting, our stockholders approved
the adoption of the 2002 Amended and Restated Stock Option Plan ("2002 Plan").
Currently the plan is administered by our Board of Directors. The 2002 Plan
generally provides for the grant of either qualified or nonqualified stock
options to officers, employees, directors and consultants at not less than 85%
of the fair market value of our common stock as of the grant date. The 2002 Plan
provides that vested options may generally be exercised for three months after
termination of employment and for 12 months after termination of employment as a
result of death or disability. If the Company liquidates, optionees will be
notified at least 30 days prior to the proposed dissolution or liquidation to
give optionees time to exercise any vested options. To the extent not previously
exercised, all options will terminate immediately prior to the consummation of
such proposed action. However, the plan administrator can, under its sole
discretion, may permit exercise of any options prior to their termination, even
if such options were not otherwise exercisable. In the event of our change in
control (including our merger with or into another corporation, or sale of
substantially all our assets), the 2002 Plan provides that each outstanding
option will fully vest and become exercisable. The maximum number of options
that can be granted under the 2002 Plan is 3,200,000. As of December 31, 2006,
options to purchase 2,310,000 common shares were available for future grant.
2006 STOCK OPTION PLAN
On June 23, 2006 at our stockholders' annual meeting, our stockholders approved
the adoption of the 2006 Stock Option Plan ("2006 Plan"). Currently the plan is
administered by our Board of Directors. The 2006 Plan generally provides for the
grant of either qualified or nonqualified stock options to officers, employees,
directors and consultants at not less than 85% of the fair market value of our
common stock as of the grant date. The 2006 Plan provides that vested options
may generally be exercised for three months after termination of employment and
for 12 months after termination of employment as a result of death or
disability. If the Company liquidates, optionees will be notified at least 30
days prior to the proposed dissolution or liquidation to give optionees time to
exercise any vested options. To the extent not previously exercised, all options
will terminate immediately prior to the consummation of such proposed action.
However, the plan administrator can, under its sole discretion, may permit
exercise of any options prior to their termination, even if such options were
not otherwise exercisable. In the event of our change in control (including our
merger with or into another corporation, or sale of substantially all our
assets), the 2006 Plan provides that each outstanding option will fully vest and
become exercisable. The maximum number of options that can be granted under the
2006 Plan is 1,500,000. As of December 31, 2006, options to purchase 1,500,000
common shares were available for future grant.
-17-
RECENT SALES OF UNREGISTERED SECURITIES
During the year ended December 31, 2006, we did not issue any securities that
were not registered under the Securities Act of 1933, as amended (the
"Securities Act") except as disclosed in previous SEC filings.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
There were no repurchases of equity securities by the issuer or affiliated
purchasers during the fourth quarter of the year ended December 31, 2006.
-18-
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
The following discussion should be read in conjunction with other sections of
this Form 10-KSB including Part 1, "Item 1: Business" and Part II, "Item 7:
Financial Statements." Various sections of management's discussion and analysis
("MD&A") contain statements that are forward-looking. These statements are based
on current expectations and assumptions that are subject to risks and
uncertainties. Actual results could differ materially due to factors discussed
in this report, as well as factors not within our control. We undertake no duty
to update any forward-looking statement to conform the statement to actual
results or changes in our expectations.
Our MD&A is provided as a supplement to our audited financial statements to help
provide an understanding of our financial condition, changes in financial
condition and results of operations. The MD&A section is organized as follows:
o OVERVIEW. This section provides a general description of the Company's
business, as well as recent developments that we believe are important in
understanding our results of operations as well as anticipating future
trends in our operations.
o CRITICAL ACCOUNTING POLICIES. This section provides an analysis of the
significant estimates and judgments that affect the reported amounts of
assets, liabilities, revenues, expenses, and the related disclosure of
contingent assets and liabilities.
o RESULTS OF OPERATIONS. This section provides an analysis of our results of
operations for the year ended December 31, 2006 ("Fiscal 2006") compared to
the year ended December 31, 2005 ("Fiscal 2005"). A brief description of
certain aspects, transactions and events is provided, including
related-party transactions that impact the comparability of the results
being analyzed.
o LIQUIDITY AND CAPITAL RESOURCES. This section provides an analysis of our
financial condition and cash flows as of and for the year ended December
31, 2006.
OVERVIEW
We are in the business of designing, developing and delivering imaging
technology solutions. We currently have fourteen patents issued in the United
States and five patents issued in Taiwan. Additionally, we have five patents
currently pending with the United States Patent and Trademark Office, four
relate to our high definition ("HD") display technology and one relates to our
document/image-capture technology. We focus our research and development toward
new deliverable and marketable technologies. We sell our products to customers
throughout the world, including the United States, Canada, Europe, South
America, Australia and Asia. We intend to leverage our experience, expertise and
current technology in the document/image-capture market by expanding our
business to the HD display market, which is deemed to be a much larger market.
Our strategy is to expand our document/image-capture product line and technology
while leveraging our assets in other areas of the imaging industry. We are
actively shipping six groups of image-capture products and have expanded our
product offerings to include six new products during Fiscal 2006. During the
first three months of Fiscal 2006, we introduced two new products under our
Original Equipment Manufacturers' ("OEM") brand names and two new products under
the DocketPORT brand name. During the third quarter of Fiscal 2006 we introduced
two additional products through two different OEM customers. Our expanded
product line is in response to the increased market demand for faster and
easier-to-use products as well as increased security to meet the growing need
for information protection, including identity and financial transaction
protection. In addition to expanding our image-capture product line, we actively
pursue the acquisition of technology and companies in the document/image-capture
and display industry to complement our business model, improve our competitive
positioning and further expand our product offerings.
CRITICAL ACCOUNTING POLICIES
The methods, estimates and judgments we use in applying our accounting policies
have a significant impact on the results we report in our financial statements,
which we discuss under the heading "Results of Operations" following this
section of our MD&A. Some of our accounting policies require us to make
difficult and subjective judgments, often as a result of the need to make
estimates of matters that are inherently uncertain. Our most critical accounting
estimates include the assessment of recoverability of long-lived assets and
intangible assets, which impacts operating expenses when we impair assets or
accelerate their amortization or depreciation.
-19-
We believe the following critical accounting policies reflect our more
significant estimates and assumptions used in the preparation of our
consolidated financial statements:
REVENUE RECOGNITION
Revenues consist of sales of merchandise, including optical image capturing
devices, modules of optical image capturing devices, optical image chips and
other optoelectronic products. Revenue is recognized when the product is shipped
or delivered and the risks, rewards and title of ownership have transferred to
the customer. We recognize some shipping and handling fees as revenue, and the
related expenses as a component of cost of sales. All internal handling charges
are included with selling and marketing expense. Historically, sales returns
have not been significant. As such, we do not record a reduction to revenue for
estimated product returns in the same period that the related revenue is
recorded.
INVENTORY AND WARRANTY RESERVES
We establish inventory reserves for estimated obsolescence or unmarketable
inventory in an amount equal to the difference between the cost of inventory and
its estimated realizable value based upon assumptions about future demand and
market conditions. If actual demand and market conditions are less favorable
than those projected by management, additional inventory reserves could be
required. As of December 31, 2006, we had no inventory reserve. Currently, we
purchase the majority of our finished scanner imaging products from Syscan Lab
Limited ("SLL"), a wholly-owned subsidiary of Syscan Technology Holdings Limited
("STH"), the parent company of our majority stockholder. SLL warrants the
products it manufactures for us against defects in material and workmanship for
a period of 18 months after the completion of manufacture. After such 18 month
period, SLL provides product repair services for us at its customary hourly
repair rate plus the cost of any parts, components or items necessary to repair
the products. As a result of the product warranty provided by SLL, Sysview does
not record a product warranty reserve.
RELATED-PARTY TRANSACTIONS
We have significant related-party transactions and agreements, which we believe
have been accounted for at fair value. We utilized our best estimate of the
value of these transactions and agreements. Had alternative assumptions been
used, the values obtained may have been different.
RELATED-PARTY PURCHASES
The Company purchases the majority of its finished scanner imaging products from
SLL as discussed above. Our Chairman and CEO, Darwin Hu, was formerly the CEO of
STH. He resigned from STH effective December 2004.
Purchases from SLL totaled $8,620,000 during Fiscal 2006 and $4,915,000 during
Fiscal 2005. All purchases from SLL were carried out in the normal course of
business. As a result of these purchases, the Company was liable to SLL for
$952,000 and $203,000 at December 31, 2006 and 2005, respectively.
RELATED-PARTY LOANS
In the normal course of business, we made interest-free loans to several related
parties for the purpose of purchasing capital equipment, including tooling
equipment required to manufacture our product. These loans totaled $2,606,000 at
December 31, 2006 and 2005. During the fourth quarter of Fiscal 2006, we booked
an allowance of $2,606,000 to fully reserve amounts due from related parties as
it became apparent to management that such parties may not have the financial
resources to repay amounts due. On March 21, 2007, we entered into an agreement
with Syscan Technology Holdings, LTD whereby we agreed to forego any further
collections efforts, including legal action, in exchange for the cancellation of
2,600,000 shares of our common stock beneficially owned by Syscan Technology
Holdings, LTD. In addition, both parties mutually agreed to release and
discharge any and all claims that each may have against the other party.
-20-
INTANGIBLE AND LONG-LIVED ASSETS
We evaluate our intangible and long-lived assets for impairment annually or more
frequently if we believe indicators of impairment exist. Significant management
judgment is required during the evaluation, including in the forecasts of future
operating results. The estimates we have used are consistent with the plans and
estimates that we use to manage our business. It is possible, however, that the
plans and estimates used may be incorrect. If our actual results, or the plans
and estimates used in future impairment analyses, are lower than the original
estimates used to assess the recoverability of these assets, we could incur
additional impairment charges. During the fourth quarter of Fiscal 2006, we
performed an annual review of our identified intangible assets. Based on this
review, we reclassified our intangible assets from non-amortizing to amortizing
intangible assets. As a result, we booked $555,000 of intangible asset
amortization expense, which is included with research and development expenses,
during the fourth quarter of Fiscal 2006. Additionally, we recorded an
impairment charge of $838,000 related to our long-term investment during that
same period, which was also a result of our annual review of asset impairment.
For further discussion, see "Note 3: Related-Party Transactions" and "Note 6:
Business Acquisition and Intangible Assets" in Part II, Item 7 of this Form
10-KSB.
INCOME TAXES
We utilize the liability method of accounting for income taxes. Deferred income
tax assets and liabilities are calculated as the difference between the
financial statements and tax basis of assets and liabilities that will result in
taxable or deductible amounts in the future, based on enacted tax laws and rates
applicable to the periods in which the differences are expected to affect
taxable income. We record a valuation allowance to reduce our deferred tax
assets to the amount that we believe is more likely than not to be realized. In
assessing the need for a valuation allowance, we consider all positive and
negative evidence, including scheduled reversals of deferred tax liabilities,
projected future taxable income, tax planning strategies, and recent financial
performance. The application of tax laws and regulations is subject to legal and
factual interpretation, judgment and uncertainty. Tax laws themselves are
subject to change as a result of changes in fiscal policy, changes in
legislation, evolution of regulations and court rulings. Therefore, the actual
income taxes may be materially different from our estimates. As a result of our
analysis, we concluded that a full valuation allowance against our net deferred
tax assets is appropriate at December 31, 2006.
CONTINGENCIES
From time to time, we are involved in disputes, litigation and other legal
proceedings. We record a charge equal to at least the minimum estimated
liability for a loss contingency when both of the following conditions are met:
(i) information available prior to issuance of the financial statements
indicates that it is probable that an asset had been impaired or a liability had
been incurred at the date of the financial statements and (ii) the range of loss
can be reasonably estimated. However, the actual liability in any such
litigation may be materially different from our estimates, which could result in
the need to record additional costs. Currently, we have no outstanding legal
proceedings or claims, which require a loss contingency.
ACCOUNTING FOR CERTAIN FINANCIAL INSTRUMENTS WITH CHARACTERISTICS OF BOTH
LIABILITIES AND EQUITY
We account for our Series A 5% cumulative convertible preferred stock ("Series A
Stock") and our Series B convertible preferred stock ("Series B Stock") pursuant
to Statement of Financial Accounting Standards ("SFAS") "ACCOUNTING FOR
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES" ("SFAS 133") and the Emerging
Issues Task Force ("EITF") Abstract 00-19, "ACCOUNTING FOR DERIVATIVE FINANCIAL
INSTRUMENTS" ("EITF 00-19"). Accordingly, the embedded conversion feature
associated with our Series A Stock and related warrants and our Series B Stock
and related warrants have been determined to be derivative instruments. The fair
value of these derivative instruments, as determined by applying the
Black-Scholes valuation model, is adjusted quarterly. The Black-Scholes
valuation model requires the input of highly subjective assumptions, including
the expected stock price volatility. Additionally, although the Black-Scholes
model meets the requirements of SFAS 133, the fair values generated by the model
may not be indicative of the actual fair values of our Series A Stock and Series
B Stock as our derivative instruments have characteristics significantly
different from traded options.
-21-
RESULTS OF OPERATIONS
The following table summarizes certain aspects of our results of operations for
Fiscal 2006 compared to Fiscal 2005 (IN THOUSANDS):
FISCAL 2006 FISCAL 2005 $ CHANGE % CHANGE
----------- ----------- ---------- ---------
Net sales $ 12,469 $ 7,848 $ 4,621 59%
Cost of sales 8,221 4,989 3,232 65
As a percentage of sales
66% 64%
Selling and marketing expense 1,240 1,037 203 20
General and administrative expense 5,361 2,918 2,443 84
Research and development expense 3,084 951 2,133 224
Impairment of long-term asset 838 -- NM NM
Total other income (expense) 1,079 557 NM NM
Dividend on 5% convertible preferred
stock and accretion of preferred (749) (546) NM NM
stock redemption value
Net loss available to common 5,948 2,039 3,909 192
Stockholders
NM = Not Meaningful
NET SALES
The significant increase in net sales was attributable in large part to our
increased product offerings. We introduced our duplex scanners (DocketPORT) near
the end of the third quarter of Fiscal 2005, which created a broader base of
products. Sales of our duplex scanners were approximately $1,936,000 during
Fiscal 2006 as compared to $674,000 for Fiscal 2005. Our largest customer
significantly expanded its distribution channels during Fiscal 2006, which
resulted in a substantial increase to our revenue during Fiscal 2006 as compared
to Fiscal 2005. To a lesser extent, our net sales were positively impacted by
our gradual trending towards our Value Added Reseller ("VAR") distribution
channels and the growth in the small office home office ("SOHO") markets, which
is a result of our efforts to appeal to customers in these sales channels.
During both Fiscal 2006 and Fiscal 2005, our average selling price remained
stable as a result of the proprietary nature of our products and the minimal
impact of direct competition to our products.
Sales to our four largest customers represented 81% and 79% of net sales during
Fiscal 2006 and Fiscal 2005, respectively. We expect that our largest customers
will continue to account for a substantial portion of our net sales for the
foreseeable future. The identities of our largest five (5) customers and their
respective contributions to our net sales have varied and will likely continue
to vary from period to period.
Although we expect net sales to increase as we continue to expand our business
and offer additional products in the document/image-capture market and expand to
the HD display market, there can be no assurance that our net sales will
increase.
COST OF SALES, INCLUDING GROSS PROFIT
Cost of sales includes all direct product costs and services related to the
delivery our products, and to a lesser extent engineering services and software
royalties. Cost of sales increased in absolute dollars as a result of the
increased net sales during Fiscal 2006 as compared to Fiscal 2005. Cost of sales
as a percentage of net sales remained for the most part constant as a result of
the stability of our average selling price and related material cost used to
manufacture our products. We expect our gross profit percentage to remain for
the most part constant for the foreseeable future.
-22-
SELLING AND MARKETING EXPENSE
Selling and marketing expense consists primarily of compensation costs,
including stock-based compensation, of employees engaged in the sales, marketing
and customer account management functions. To a lesser extent, these expenses
also include market development and promotional costs provided to our retail
distributions channels, tradeshows, website support, warehousing, logistics and
certain sales representative fees. The increase during Fiscal 2006 as compared
to Fiscal 2005 is primarily attributable to the increased staff and related
marketing activities to support our expanding products offerings and the
addition of direct sales personnel in Europe and Asia. Overall, we expect
selling and marketing expenses to increase as we continue to expand our
marketing efforts and the number of products we offer in both image scanning and
HD display.
GENERAL AND ADMINISTRATIVE EXPENSE
General and administrative expense consists primarily of costs associated with
our executive, financial, human resources and information services functions,
including stock-based compensation, facilities-related expenses and outside
professional services such as legal and accounting. The increase in general and
administrative expenses during Fiscal 2006 as compared to Fiscal 2005 was a
result of recording a $2,606,000 allowance against amounts due from related
parties as it became apparent to management during the fourth quarter of Fiscal
2006 that such parties may not have the financial resources to repay amounts
due. See "Note 12: Subsequent Events" in Part II, Item 7 of this Form 10-KSB.
Other increases to our general and administrative expenses during Fiscal 2006 as
compared to Fiscal 2005 were attributable to increased personnel costs to
support our expanding business and related infrastructure and the increased
expenses associated with maintaining our public company status. The increase was
somewhat offset by the decrease from our stock-based compensation cost (a
non-cash charge) as a result of granting stock options to certain executives and
key employees at less than fair market value on the grant date during 2005 and
adopting SFAS 123(R). See "Note 4: Employee Equity Incentive Plans" in Part II,
Item 7 of this Form 10-KSB. Stock-based compensation cost was $1,015,000 during
Fiscal 2006 as compared to $1,407,000 during Fiscal 2005. We anticipate that
general and administrative expenses will continue to increase over the long term
as our business continues to grow and the costs associated with being a public
company continue to increase as a result of our required reporting requirements,
including but not limited to expenses incurred to comply with the Sarbanes-Oxley
Act of 2002.
RESEARCH AND DEVELOPMENT EXPENSE
Research and development expense consists primarily of compensation costs,
including stock-based compensation, of employees engaged in product research,
design and development activities, compliance testing, documentation, prototypes
and expenses associated with transitioning the product to production. Research
and development expense significantly increased during Fiscal 2006 as compared
to Fiscal 2005 as a result of an increase in the number of employees engaged in
research and development activities, resulting from both direct hiring and
acquisitions. Additionally, during the fourth quarter of Fiscal 2006, we had a
one-time amortization of our research and development-related intangible assets
that totaled $555,000 during Fiscal 2006. There was no amortization of
intangible assets during Fiscal 2005. As of December 31, 2006 all research and
development-related intangible assets were fully amortized. The majority of our
research and development expenses during Fiscal 2006 were directly attributable
to our future products which include HD display. See Part I "Item 1: Business -
Future Market Opportunities, Strategies and Products." We anticipate that
research and development expense will continue to increase over the long term as
we enhance existing products and develop new products as part of our continued
efforts to invest in the future.
IMPAIRMENT OF LONG-TERM ASSET
Our long-term investment consists of an equity interest in CMOS Sensor, Inc.
("CMOS"), a California corporation, which is principally engaged in the research
and development of infrared sensors and CMOS sensors. During all periods covered
in this filing, we owned 16.1% of CMOS and accounted for the investment using
the cost method of accounting. As we performed our annual review of long-lived
assets, we perceived indicators of the investment's value. As such, during
Fiscal 2006 we recorded an impairment charge of $838,000 related to our
investment in CMOS. We believe the long-term investment's new cost basis of
$160,000 is reflective of the long-term investment's underlying value at
December 31, 2006.
-23-
TOTAL OTHER INCOME (EXPENSE)
Other income (expense) for Fiscal 2006 and Fiscal 2005 was mainly attributable
to the $1,421,000 and $1,112,000, respectively, decrease in the fair value of
the liability for derivative contracts associated with our Series A Stock and
related warrants and Series B Stock and related warrants. Pursuant to SFAS 133
and EITF 00-19, the decrease in the fair value of the liability for derivative
contracts is included as other income in our consolidated statements of
operations.
The remaining other income (expense) during Fiscal 2006 was a result of issuing
our Series B Stock as follows:
o Cash paid for issuance costs of $88,000 in connection with our
offering; and
o A non-cash charge of $173,000 representing the fair value of 100,000
warrants issued to the placement agent for the sale of the stock.
The remaining other income (expense) during Fiscal 2005 was a result of issuing
our Series A Stock as follows:
o Cash paid for issuance costs of $237,000 in connection with our
offering; and
o A non-cash charge of $290,000 representing the fair value of 186,500
warrants issued to the placement agent for the sale of the stock.
DIVIDEND ON SERIES A STOCK AND ACCRETION OF PREFERRED STOCK REDEMPTION VALUE
During Fiscal 2006, accretion on our preferred stock, both Series A and Series
B, totaled approximately $668,000. During Fiscal 2005, accretion on our Series A
Stock was approximately $468,000. The increase in accretion of preferred stock
during Fiscal 2006 as compared to Fiscal 2005 was attributable to the sale of
our Series B Stock during the third quarter of Fiscal 2006. Series A Stock
dividends were $81,000 and $78,000 during Fiscal 2006 and Fiscal 2005,
respectively.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 2006, our principal sources of liquidity included cash and cash
equivalents of $1,333,000 and unused borrowing capacity of $1,487,000 under our
bank line of credit. We had no significant cash outlays during Fiscal 2006.
OPERATING ACTIVITIES
Cash used by operating activities during Fiscal 2006 was primarily attributable
to our net loss, as adjusted for non-cash items such as stock-based compensation
cost associated with issuing stock options, impairment of long-term investment,
allowance for doubtful accounts, changes in our derivative instruments and the
accretion of our convertible preferred stock. Additional uses of cash included
an increase in trade receivables resulting from the significant increase in
product sales during the last quarter of Fiscal 2006 and an increase in
inventory as we anticipate this growth in sales to continue. Sources of
operating cash include an increase in accounts payable, both our trade payables
and our trade payables to related parties, as a result of managing our working
capital and the normal fluctuation and timing of purchases. As we have had to
ramp up inventory purchases to meet the increased demand for our products, our
cash was somewhat constrained during Fiscal 2006. During Fiscal 2005, cash used
by operations resulted from funding our net loss, adjusted for non-cash items
such as stock-based compensation cost associated with issuing stock options,
changes in our derivative instruments and convertible preferred stock and
changes to trade receivables and inventories. We expect future cash provided
(used) by operating activities to fluctuate, primarily as a result of
fluctuations in our operating results, timing of product shipments, trade
receivables collections, inventory management and timing of vendor payments.
INVESTING ACTIVITIES
During Fiscal 2006, cash used in investing activities was solely attributable to
the purchase of capital equipment and licensed technology used in the research
and development process. During Fiscal 2005, the majority of cash used in
investing activities was attributable to the purchase of capital equipment. To a
lesser extent we used cash during Fiscal 2005 to purchase a company to
facilitate our HD display research and development efforts.
-24-
FINANCING ACTIVITIES
On August 8, 2006, we sold $1,150,000 of our Series B Stock. Net proceeds of
this offering after payment of related commissions, fees and other expenses were
approximately $1,062,000. We intend to use the proceeds for sales, marketing,
research and development and for working capital and general corporate purposes.
During Fiscal 2005, cash provided by financing activities was a result of
selling $1,865,000 of our Series A Stock, which was somewhat offset by advances
of $341,000 made to related parties during the ordinary course of business and
loan activity under our bank line of credit, which was used to help fund working
capital requirements, as necessary.
CASH AND WORKING CAPITAL REQUIREMENTS
As previously discussed, we plan to continue increasing our presence in the
document/image-capture market and expand our operations into the HD display
market, which may require additional capital. Additionally, we may seek to
expand our operations through acquisitions of companies in the
document/image-capture and HD display industry that we believe could complement
our business model, improve our competitive positioning and expand our product
offerings.
Considering current cash reserves and other sources of liquidity, including our
bank line of credit and the aforementioned funds raised through the sale of our
Series B Stock, management believes that the Company will have sufficient
sources of financing to continue its normal operations through at least the next
twelve months. However, our business expansion plans may require additional
capital through either the incurrence of debt or the issuance of equity
securities, or a combination thereof, depending on the prevailing market and
other conditions. There is no assurance that such additional funds will be
available for us to finance our expansion plans. Furthermore, there is no
assurance the net proceeds from any successful financing arrangement will be
sufficient to cover cash requirements as we expand our business operations.
CONTRACTUAL OBLIGATIONS
The following table summarizes our contractual obligations at December 31, 2006,
and the effect such obligations are expected to have on our liquidity and cash
flows in future periods (IN THOUSANDS):
LESS THAN ONE - THREE THREE - FIVE
TOTAL ONE YEAR YEARS YEARS
--------- ---------- ------------ ------------
Line of credit (1) $ 1,013 $ 1,013 $ -- $ --
Operating lease obligations 512 261 250 1
Consulting agreement (2) 90 90 -- --
--------- ---------- ------------ ------------
Total contractual cash obligations $ 1,615 $ 1,364 $ 250 $ 1
========= ========== ============ ============
(1) We have a line of credit agreement ("LOC Agreement") to borrow up to
$2,500,000, bearing interest at the rate of prime (8.25% at December 31, 2006)
plus 0.5%, which is secured by all our assets. Interest payments are due monthly
and all unpaid interest and principal was originally due in full on October 30,
2006. On December 18, 2006, we extended the loan ("Extended Agreement") with the
same terms, for 12 months. The new maturity date is October 30, 2007. Upon
certain events of default, the default variable interest rate increases to prime
plus 5.5%. We had $1,487,000 available for use at December 31, 2006.
At December 31, 2006, Sysview was not in compliance with all of the Extended
Agreement debt covenants. Pursuant to a waiver letter from the lender dated
March 28, 2007, the lender agreed to forbear from exercising its rights and
remedies with respect to existing defaults under the Extended Agreement from the
date of the Extended Agreement through December 31, 2006. Additionally, Sysview
has remained out of compliance with the Extended Agreement debt covenants
through the date of this filing. Although Sysview is currently working with the
lender to extend the waiver, the lender has not agreed to waive any debt
covenant violations subsequent to December 31, 2006.
(2) We have an agreement for investor relations services for a term of one year
beginning January 1, 2007, payable monthly as follows: (i) $5,000 for January,
February and March; (ii) $7,500 for April, May and June; (iii) $8,500 for July,
August and September; and (iv) $9,000 for October, November, and December.
Additionally, we agreed to pay the consultant 90,000 warrants with an exercise
price of $0.65 per share, expiring in three years, with immediate vesting on
January 1, 2007, and exercisable at the rate of 7,500 the first day of each
month during calendar 2007. The warrants will not be registered under federal or
state securities laws.
-25-
OFF-BALANCE SHEET ARRANGEMENTS
At December 31, 2006, we did not have any relationship with unconsolidated
entities or financial partnerships, which other companies have established for
the purpose of facilitating off-balance sheet arrangements or other
contractually narrow or limited purposes as defined in Item 303(c)(2) of SEC
Regulation S-B. Therefore, we are not materially exposed to any financing,
liquidity, market or credit risk that could arise if we had engaged in such
relationships.
TRENDS
As of December 31, 2006, to the best of our knowledge, no known trends or
demands, commitments, events or uncertainties existed, except as described in
"Note 10: Commitments and Contingencies" in Part II, Item 7 of this Form 10-KSB,
which are likely to have a material effect on our liquidity.
ITEM 7. FINANCIAL STATEMENTS
The information required by Item 7 is included herein Appendix A beginning at
page F-1.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 8A. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including
our principal executive officer and principal financial officer, we conducted an
evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934 as of the end of the period covered by this
report (the "Evaluation Date"). Based upon the evaluation, our principal
executive officer and principal financial officer concluded as of the Evaluation
Date that our disclosure controls and procedures were effective. Disclosure
controls are controls and procedures designed to reasonably ensure that
information required to be disclosed in our reports filed under the Exchange
Act, such as this report, is recorded, processed, summarized and reported within
the time periods specified in the SEC's rules and forms. Disclosure controls
include controls and procedures designed to reasonably ensure that such
information is accumulated and communicated to our management, including our
chief executive officer and chief financial officer, as appropriate to allow
timely decisions regarding required disclosure.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There were no changes in our internal controls over financial reporting that
occurred during the period covered by this report that have materially affected,
or are reasonably likely to materially affect, our internal control over
financial reporting.
ITEM 8B. OTHER INFORMATION
None.
-26-
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the names, ages, years elected and principal
offices and positions of our current directors and executive officers as of
March 30, 2007.
NAME YEAR FIRST AGE OFFICE
ELECTED AS
OFFICER OR
DIRECTOR
--------------------------------------------------------------------------------
Darwin Hu 2004 54 Chief Executive Officer and Chairman
William Hawkins 2004 51 Chief Operating Officer, Acting Chief
Financial Officer and Secretary
David Clark 2004 38 Senior VP of Business Development
Lawrence Liang 2004 70 Director
None of the members of the Board of Directors or executive officers of the
Company are related to one another. Each year the stockholders elect the members
of our Board of Directors. We do not have a standing nominating committee. There
were no changes in procedures for nominating Sysview directors during the year
ended December 31, 2006.
DARWIN HU became our Chairman, President and Chief Executive Officer on April 2,
2004, in connection with our acquisition of Syscan, Inc. Prior thereto, Mr. Hu
was the President and Chief Executive Officer of Syscan, Inc., our wholly-owned
subsidiary. Mr. Hu has over 21 years of experience in the high-tech industry and
has held various management positions in the areas of color graphic imaging
input scanning, display output and imaging communication product development,
manufacturing and sales and marketing. Before joining Syscan, Inc. in April
1998, Mr. Hu held senior management positions at Microtek, Xerox, OKI, AVR,
DEST, Olivetti and Grundig. Mr. Hu holds a bachelor's degree in Engineering
Science from National Cheng-Kung University, Taiwan, and a master's degree in
Computer Science and Engineering from California State University, Chico,
California.
WILLIAM HAWKINS became our Chief Operating Officer and Secretary on April 2,
2004, in connection with our acquisition of Syscan, Inc. On April 1, 2005 he
became our interim Chief Financial Officer, after the departure of our former
CFO. Mr. Hawkins has held various management positions at Syscan, Inc., the
Company's wholly-owned subsidiary, since 1999, including V.P. of Sales and
Marketing, President and General Manager Syscan Imaging Group. Prior thereto,
Mr. Hawkins' product focus has been primarily in the imaging systems and
computer peripheral markets, including senior positions with General Electric
(UK), Kaman Aerospace, British Aerospace Engineering, Gartner Research and Per
Scholas. Mr. Hawkins received a bachelor's degree in physics from the University
of Maryland in 1978 and an MBA with a concentration in Management of Technology
from Johns Hopkins University.
DAVID CLARK has been our Senior VP of Business Development since July 2004. Mr.
Clark has served as a director since July 15, 2004. From June 2001 to July 2004
Mr. Clark actively invested in and consulted to a diverse group of companies and
was involved in land development. Mr. Clark was President and CEO of
Homebytes.com from November 1998 through May 2001, where he was primarily
responsible for raising in excess of $25 million dollars from investors
including America Online, FBR Technology Venture Partners, PNC Bank, and Bank of
America as well as the acquisition of a key competitor of the company. Prior
thereto Mr. Clark was the President of distribution and a director of Take Two
Interactive (NASDAQ:TTWO). This position resulted from TTWO's acquisition of
Inventory Management Systems, Inc. (I.M.S.I.), which Mr. Clark co-founded and
served as President. Prior to co-founding I.M.S.I., Mr. Clark held various
management positions with Acclaim Entertainment (NASDAQ:AKLM), and the Imagesoft
division of SONY Music (NYSE:SNE). Mr. Clark received a B.S. in Business from
the State University of New York at Binghamton in 1990.
LAWRENCE LIANG has been a director since April 2, 2004. Since 1984, Mr. Liang
has held various positions including President and Vice President of Genoa
Systems Corporation (a graphics company that developed the flicker free and true
color technologies in the late 1980s), President of Telecom Marketing (a
marketing consultant for telecommunications infrastructure) and President of
Cwaves Technology (a wireless LAN/WAN company). Mr. Liang also worked for IBM's
Technology Component Division developing semiconductor products and RISC CPU
Instruction sets. Mr. Liang spent five years in IBM's Disk Drive division in
Silicon Valley where he held various management positions. Mr. Liang holds a
master's degree in Applied Mathematics from the City University of New York.
-27-
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our directors and
executive officers, as well as persons who own more than 10% of a registered
class of our equity securities, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in beneficial
ownership. Directors, executive officers, and greater than 10% shareholders are
required by Securities and Exchange Commission regulation to furnish us with
copies of all Section 16(a) forms they file. Based solely upon a review of
copies of Section 16(a) reports and representations received by us from
reporting persons, and without conducting any independent investigation of our
own, we believe all Forms 3, 4 and 5 were timely filed with the SEC by such
reporting persons during the year ended December 31, 2006.
CODE OF ETHICS
Our Board of Directors adopted a Code of Ethics applicable to all our chief
executive officers, senior financial officers and members of our Board of
Directors, including our principal executive officer and principal financial
officer, principal accounting officer or controller, or other persons performing
similar functions.
Any amendment of our Code of Ethics or waiver thereof applicable to our
principal executive officer, principal financial officer and controller,
principal accounting officer, directors or persons performing similar functions
will be disclosed on our website within five days of the date of such amendment
or waiver. In the case of a waiver, the nature of the waiver, the name of the
person to whom the waiver was granted and the date of the waiver will also be
disclosed.
Our Code of Ethics, which was originally adopted on March 28, 2005, is
incorporated by reference at Exhibit 14.1.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
None of our executive officers or directors has had any bankruptcy petition
filed by or against any business of which such officer or director was a general
partner or executive officer either at the time of the bankruptcy or within two
years prior to that time. None of our executive officers or directors have been
convicted in a criminal proceeding or are subject to a pending criminal
proceeding, excluding traffic violations or similar misdemeanors, nor have they
been a party to any judicial or administrative proceeding during the past five
years, except for matters that were dismissed without sanction or settlement,
that resulted in a judgment, decree or final order enjoining the person from
future violations of, or prohibiting activities subject to, federal or state
securities laws, or a finding of any violation of federal or state securities
laws.
BOARD OF DIRECTORS MEETINGS AND SUBCOMMITTEES
MEETINGS
Our Board of Directors held one meeting during the year ended December 31, 2006.
All members, that were members on March 30, 2007 as named above, of our Board of
Directors attended (i) our Annual Meeting of Shareholders and (ii) more than 75%
of our Board of Directors' meeting held during the year ended December 31, 2006.
We had two additional directors at the time we held our Annual Meeting of
Shareholders, who are no longer members of our Board of Directors, which did not
attend.
AUDIT COMMITTEE AND FINANCIAL EXPERT
Our Board of Directors does not have a separate audit committee. The Board has
determined that it does not have a member of its Board that qualifies as an
"audit committee financial expert" as defined in Item 401(e) of Regulation S-B,
and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A
under the Securities Exchange Act of 1934, as amended.
We believe that the members of our Board of Directors are collectively capable
of analyzing and evaluating our financial statements and understanding internal
controls and procedures for financial reporting. However, the Company is
considering appointing an independent qualified financial expert as well as an
additional independent professional to its Board of Directors in order to
strengthen and improve its internal disclosure controls and procedures.
-28-
COMPENSATION COMMITTEE
As all our executive officers are currently under employment agreements, we do
not have a separate compensation committee. At this point, we do not intend to
establish a separate compensation committee as this function will be performed
by our full Board of Directors.
NOMINATING COMMITTEE
We do not currently have a separate nominating committee as this function is
performed by our full Board of Directors.
SHAREHOLDER COMMUNICATION
We communicate regularly with shareholders through press releases, as well as
annual and quarterly reports. Our investor relations department and Corporate
Secretary address investor concerns on an on-going basis. We may also address
such concerns through our website at WWW.SYSVIEWTECH.COM.
Interested parties, including shareholders and other security holders, may
communicate directly with our Board of Directors or with individual directors by
writing to the Corporate Secretary at 1772 Technology Drive, San Jose,
California 95110 or call 1-408-436-9888 ext. 207.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
For information regarding securities authorized for issuance under Equity
Compensation Plans, and the equity compensation plan information table see Part
II, "Item 5: Market for Common Equity and Related Stockholder Matters."
-29-
ITEM 10. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION
The following table sets forth, for the years indicated, all compensation
awarded to, paid to or earned by the following type of executive officers for
the year ended December 31, 2006: (i)individuals who served as, or acted in the
capacity of, our principal executive officer for the year ended December 31,
2006; and (ii) our other most highly compensated executive officers, who
together with the principal executive officer are our most highly compensated
officers whose salary and bonus exceeded $100,000 with respect to the years
ended December 31, 2006 and 2005 and who were employed by us at December 31,
2006.
SUMMARY COMPENSATION TABLE (1)
ALL OTHER TOTAL
SALARY COMPENSATION (2) COMPENSATION ($)
NAME AND PRINCIPAL POSITION YEAR ($) ($)
--------------------------------------------------------------- -------------------------------------
Darwin Hu, Chief Executive Officer 2006 200,000 7,292 207,292
and Chairman
William Hawkins, Chief Operating Officer, 2006 160,000 6,133 166,133
Acting Chief Financial Officer and
Secretary
David Clark, Senior VP of Business 2006 150,000 -- 150,000
Development
---------------------
(1) None of the above named executives received any bonus, stock awards, option
awards, non-equity compensation, nonqualified deferred compensation earnings or
any other type of compensation except as specifically listed above.
(2) Represents the Company's match on the named executives' 401(k) contribution.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
No stock options or stock appreciation rights were granted to any executive
officer or director during the year ended December 31, 2006.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
The following table sets forth certain information regarding stock options at
December 31, 2006 by the named executive officers.
OUTSTANDING EQUITY AWARDS TABLE (1)
OPTION AWARDS
---------------------------------------------------------------------
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED OPTIONS
--------------------------------
NAME AND PRINCIPAL POSITION
EXERCISABLE UNEXERCISABLE EXERCISE PRICE EXPIRATION DATE
------------------------------------------------------------ ------------------------------------
Darwin Hu 1,000,000 500,000 $0.01 4/26/2012
Chief Executive Officer
and Chairman
William Hawkins 666,667 333,333 $0.01 4/26/2012
Chief Operating Officer,
Acting Chief Financial
Officer and Secretary
David Clark 533,333 266,667 $0.01 4/26/2012
Senior VP of Business
Development
(1) No named executive has any stock awards outstanding at December 31, 2006.
-30-
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
No long-term incentives were awarded to any executive officer or director during
the year ended December 31, 2006.
COMPENSATION OF DIRECTORS
The members of our Board of Directors did not receive any type of compensation
from us during the year ended December 31, 2006.
EMPLOYMENT CONTRACTS
In April 2005, we entered into an employment agreement with Mr. Darwin Hu
pursuant to which he agreed to serve as our President and Chief Executive
Officer. The agreement provides for an initial term of three years, an annual
salary to Mr. Hu of $200,000 and an annual bonus to be determined by our Board
of Directors. In connection with the agreement, Mr. Hu was issued non-qualified
options to purchase up to 1,500,000 shares of our common stock at an exercise
price of $0.01 per share. One-third of the options vested immediately upon the
execution of the employment agreement, one-third vested on April 3, 2006 and
one-third shall vest on April 2, 2007. The agreement also provides for the
executive's ability to participate in our health insurance program. In the event
that Mr. Hu's employment is terminated other than with good cause, he will
receive a payment of the lesser of his then remaining salary due pursuant to the
employment agreement or six months of base salary at his then current annual
salary. The entire employment agreement with Mr. Hu is incorporated by reference
at Exhibit 10.5.
In April 2005, we entered into an employment agreement with Mr. William Hawkins
pursuant to which he agreed to serve as our Chief Operating Officer. The
agreement provides an initial term of three years, an annual salary to Mr.
Hawkins of $160,000 and an annual bonus to be determined by our Board of
Directors. In connection with the agreement, Mr. Hawkins was issued
non-qualified options to purchase up to 1,000,000 shares of our common stock at
an exercise price of $0.01 per share. One-third of the options vested
immediately upon the execution of the employment agreement, one-third vested on
April 3, 2006 and one-third shall vest on April 2, 2007. The agreement also
provides for the executive's ability to participate in our health insurance
program. In the event that Mr. Hawkins' employment is terminated other than with
good cause, he will receive a payment of the lesser of his then remaining salary
due pursuant to the employment agreement or six months of base salary at his
then current annual salary. The entire employment agreement with Mr. Hawkins is
incorporated by reference at Exhibit 10.6.
In April 2005, we entered into an employment agreement with Mr. David Clark
pursuant to which he agreed to serve as our Senior VP of Business Development.
The agreement provides for an initial term of three years, an annual salary to
Mr. Clark of $150,000 and an annual bonus to be determined by our Board of
Directors. In connection with the agreement, Mr. Clark was issued non-qualified
options to purchase up to 800,000 shares of our common stock at an exercise
price of $0.01 per share. One-third of the options vested immediately upon the
execution of the employment agreement, one-third vested on April 3, 2006 and
one-third shall vest on April 2, 2007. The agreement also provides for the
executive's ability to participate in our health insurance program. In the event
that Mr. Clark's employment is terminated other than with good cause, he will
receive a payment of the lesser of his then remaining salary due pursuant to the
employment agreement or six months of base salary at his then current annual
salary. The entire employment agreement with Mr. Clark is incorporated by
reference at Exhibit 10.7.
REPORT ON REPRICING OF OPTIONS/SARS
We did not re-price any options during the year ended December 31, 2006. We have
not granted any SARs to date.
-31-
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table sets forth, as of March 30, 2007, information regarding the
beneficial ownership of our common stock based upon the most recent information
available to us for: (i) each person known by us to own beneficially more than
five (5%) percent of our outstanding common stock, (ii) each of our officers and
directors, and (iii) all of our officers and directors as a group. Unless
otherwise indicated, each of the persons listed below has sole voting and
investment power with respect to the shares beneficially owned by them. As of
March 30, 2007 there were 21,542,092 shares of our common stock outstanding.
NUMBER OF COMMON
SHARES BENEFICIALLY PERCENTAGE OF COMMON
OWNED (1) SHARES BENEFICIALLY
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED
------------------------------------------------- ---------------------- ---------------------
Syscan Imaging Limited (2) 16,173,514 75.1%
Unit C, 21st Floor, 9-23 Shell Street
North Point , Hong Kong
Directors and Executive Officers:
c/o Sysview Technolgy, Inc
1772 Technology Drive
San Jose, CA 95110
Darwin Hu (3) 1,683,333 7.2
William Hawkins(4) 1,133,333 5.0
David Clark(5) 983,333 4.4
Lawrence Liang(6) 26,666 *
All directors and executive officers as a group 3,826,665 15.1
(consisting of 4 persons)
-----------------------------------
* Less than one percent.
(1) Pursuant to the rules and regulations of the Securities and Exchange
Commission, shares of common stock that an individual or group has a right to
acquire within 60 days pursuant to the exercise of options or warrants are
deemed to be outstanding for the purposes of computing the percentage ownership
of such individual or group, but are not deemed to be outstanding for the
purposes of computing the percentage ownership of any other person shown in the
table.
(2) The sole shareholder of Syscan Imaging Limited is Syscan Technology Holdings
Limited ("STH"), a publicly-held company whose shares are listed on The Growth
Enterprise Market of the Stock Exchange of Hong Kong Limited.
(3) Includes shares of common stock issuable upon the exercise of options that
are either vested or will vest within 60 days from the date hereof. Does not
include 366,667 shares of common stock underlying options that are not
exercisable within the next 60 days.
(4) Includes shares of common stock issuable upon the exercise of options that
are either vested or will vest within 60 days from the date hereof. Does not
include 266,667 shares of common stock underlying options that are not
exercisable within the next 60 days.
(5) Includes (i) 50,000 shares of common stock and (ii) 983,000 shares of common
stock issuable upon the exercise of options that are either vested or will vest
within 60 days from the date hereof. Does not include 266,667 shares of common
stock underlying options that are not exercisable within the next 60 days.
(6) Includes shares of common stock issuable upon the exercise of options that
are either vested or will vest within 60 days from the date hereof. Does not
include 53,334 shares of common stock underlying options that are not
exercisable within the next 60 days.
-32-
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
We entered into the following transactions during the year ended December 31,
2006 required to be reported under Item 404 of Regulation S-B ("Item 404"):
MANUFACTURING OF OUR PRODUCT
We purchase the majority of our finished scanner imaging products from Syscan
Lab Limited ("SLL"), a wholly-owned subsidiary of Syscan Technology Holdings
Limited ("STH"), the parent company of our majority stockholder. Our Chairman
and CEO, Darwin Hu, was formerly the CEO of STH. He resigned from STH effective
December 2004.
Purchases from SLL totaled $8,620,000 for the year ended December 31, 2006 and
$4,915,000 during the year ended December 31, 2005. All purchases from SLL were
carried out in the normal course of business. We have established a pricing
agreement with SLL, which is negotiated semi-annually. We believe the quality of
the product as well as the price we pay for the product is far more favorable to
us than we could attain from an unrelated manufacturer.
As a result of these purchases, the Company was liable to SLL for $952,000 and
$203,000 at December 31, 2006 and 2005, respectively.
RELATED-PARTY LOANS
In the normal course of business, the Company entered into several interest-free
loans to related parties for the purpose of purchasing capital equipment,
including tooling required for the manufacture of our product, as follows:
Year Ended December 31, 2006 $ --
Year Ended December 31, 2005 341,000
Prior to December 31, 2004 2,265,000
----------------
TOTAL DUE AT DECEMBER 31, 2006 $2,606,000
================
As of December 31, 2006, such loans were fully reserved. On March 21, 2007, we
entered into an agreement with Syscan Technology Holdings, LTD whereby we agreed
to forego any further collections efforts, including legal action, in exchange
for the cancellation of 2,600,000 shares of our common stock beneficially owned
by Syscan Technology Holdings, LTD. In addition, both parties mutually agreed to
release and discharge any and all claims that each may have against the other
party.
-33-
ITEM 13. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT METHOD OF FILING
--------------- --------------------------------------------- ---------------------------------------------
2.1 Share Exchange Agreement Incorporated by reference to Exhibit 99.1
to Form 8-K dated April 19, 2004
3.1 Certificate of Incorporation, dated Incorporated by reference to Exhibit 3.1 on
February 15, 2002 Form 10-KSB dated March 31, 2005
3.2 Certificate of Amendment to the Company's Incorporated by reference to Exhibit 3.2 on
Certificate of Incorporation dated March Form 10-KSB dated March 31, 2005
19, 2004
3.3 Certificate of Designation of Preferences, Incorporated by reference to Exhibit 10.4
Rights and Limitations of Series A Stock as on Form 8-K dated March 21, 2005
filed with the Secretary of State of the
State of Delaware on March 15, 2005
3.4 Amended and Restated Bylaws Incorporated by reference to Exhibit 3.4 on
Form 10-KSB dated March 31, 2005
3.5 Certificate of Amendment to the Company's Incorporated by reference to Exhibit 3.5 on
Certificate of Incorporation dated June 23, Form 10-QSB dated August 21, 2006
2006
3.6 Certificate of Designation of Preferences, Incorporated by reference to Exhibit 10.4
Rights and Limitations of Series B Stock as on Form 8-K dated August 14, 2006
filed with the Secretary of State of the
State of Delaware on June 10, 2006
10.1 Form of Series A Convertible Preferred Incorporated by reference to Exhibit 10.1
Stock and Common Stock Warrant Purchase on Form 8-K dated March 21, 2005
Agreement entered into by and between the
Company and the purchasers
10.2 Form of Common Stock Purchase Warrant Incorporated by reference to Exhibit 10.2
on Form 8-K dated March 21, 2005
10.3 Form of Registration Rights Agreement Incorporated by reference to Exhibit 10.3
on Form 8-K dated March 21, 2005
10.4 2002 Amended and Restated Stock Option Plan Incorporated by reference to Exhibit 10.4
on Form 10-KSB dated March 31, 2005
10.5 Employment Agreement entered between the Incorporated by reference to Exhibit 10.5
Company and Darwin Hu on April 26, on Form 8-K dated May 2, 2005
2005
10.6 Employment Agreement entered between the Incorporated by reference to Exhibit 10.6
Company and William Hawkins on April 26, on Form 8-K dated May 2, 2005
2005
10.7 Employment Agreement entered between the Incorporated by reference to Exhibit 10.7
Company and David P. Clark on April 26, 2005 on Form 8-K dated May 2, 2005
10.8 2006 Stock Option Incorporated by reference to Exhibit 10.8
Plan on Form 10-QSB dated August 21, 2006
-34-
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT METHOD OF FILING
--------------- --------------------------------------------- ---------------------------------------------
10.9 Form of Series B Convertible Preferred Incorporated by reference to Exhibit 10.1
Stock and Common Stock Warrant Purchase on Form 8-K dated August 14, 2006
Agreement entered into by and between the
Company and the purchasers
10.10 Form of Common Stock Purchase Incorporated by reference to Exhibit 10.2
Warrant on Form 8-K dated August 14, 2006
10.11 Form of Registration Rights Incorporated by reference to Exhibit 10.3
Agreement on Form 8-K dated August 14, 2006
10.12 Lease Agreement by and between the Company Filed herewith
and Airport II Property Management, LLC
dated August 9, 2006
14.1 Code of Ethics adopted by the Company's Incorporated by reference to Exhibit 14.1
Board of Directors on March 28, on Form 10-KSB dated March 31, 2005
2005
21 List of Subsidiaries Filed herewith
31.1 Certification Pursuant to Section 302 of Filed herewith
the Sarbanes-Oxley Act - Darwin Hu
31.2 Certification Pursuant to Section 302 of Filed herewith
the Sarbanes-Oxley Act - William Hawkins
32.1 Certifications Pursuant to Section 906 of Filed herewith
the Sarbanes-Oxley Act - Darwin Hu
32.2 Certifications Pursuant to Section 906 of Filed herewith
the Sarbanes-Oxley Act - William Hawkins
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table is a summary of the fees billed for the audit and other
services provided by our independent registered public accounting firm, Clancy
and Co., P.L.L.C. ("Clancy"):
YEAR ENDED
FEE CATEGORY YEAR ENDED DECEMBER 31,
DECEMBER 31, 2006 2005
------------------- ------------------ -----------------
Audit fees $67,185 $45,650
Audit-related fees -- --
Tax fees 3,200 --
All other fees -- --
AUDIT FEES. Consists of fees billed for professional services rendered for the
audit and restatement of our consolidated financial statements and review of our
interim consolidated financial statements included in quarterly reports and
services that are normally provided by Clancy in connection with statutory and
regulatory filings or engagements, including Registrations Statements on Form
SB-2 and post-effective amendments to previously filed registration statements.
AUDIT-RELATED FEES. Consists of fees billed for assurance and related services
that are reasonably related to the performance of the audit or review of our
consolidated financial statements and are not reported under "Audit fees." These
services include employee benefit plan audits, accounting consultations in
connection with acquisitions, attest services that are not required by statute
or regulation, and consultations concerning financial accounting and reporting
standards.
TAX FEES. Consists of fees billed for professional services for tax compliance,
tax advice, and tax planning. These services include assistance regarding
federal, state and international tax compliance, tax audit defense, mergers and
acquisitions, and international tax planning.
ALL OTHER FEES. No other fees have been billed for products and services billed
by our accountants.
-35-
POLICY RELATED TO BOARD OF DIRECTORS PRE-APPROVAL OF AUDIT AND PERMISSIBLE
NON-AUDIT SERVICES OF INDEPENDENT REGISTERED ACCOUNTING FIRM.
As we do no currently have an audit committee, our Board of Directors has a
policy of pre-approving all audit and permissible non-audit services provided by
the independent auditors. These services may include audit services,
audit-related services, tax services, and other services. Pre-approval is
generally provided for up to one year and any pre-approval is detailed as to the
particular service or category of services and is generally subject to a
specific budget. The independent auditors and management are required to
periodically report to the Board of Directors regarding the extent of services
provided by the independent auditors in accordance with this pre-approval, and
the fees for the services performed to date. The Board of Directors may also
pre-approve particular services on a case-by-case basis.
-36-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
SIGNATURE TITLE DATE
/S/ DARWIN HU
-------------
Darwin Hu, Chief Executive Officer April 3, 2007
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this report has been signed below by the following persons in the capacities and
on the dates indicated.
SIGNATURE TITLE DATE
/S/ DARWIN HU Chairman and Chief Executive Officer April 3, 2007
----------------------
Darwin Hu,
/S/ WILLIAM HAWKINS Chief Operating Officer, April 3, 2007
---------------------- Acting Chief Financial Officer
William Hawkins and Secretary
/S/DAVID CLARK Senior VP of Business April 3, 2007
---------------------- Development and Director
David Clark
/S/ LAWRENCE LIANG Director April 3, 2007
----------------------
Lawrence Liang
-37-
APPENDIX - A
ITEM 7. FINANCIAL STATEMENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE
Financial Statements:
Report of Independent Registered Public Accounting Firm................. F-2
Consolidated Balance Sheets as of December 31, 2006 and 2005............ F-3
Consolidated Statements of Operations for the years ended
December 31, 2006 and 2005...................................... F-4
Consolidated Statements of Stockholders' Equity for the years ended
December 31, 2006 and 2005...................................... F-5
Consolidated Statements of Cash Flows for the years ended
December 31, 2006 and 2005..................................... F-6
Notes to Consolidated Financial Statements.............................. F-7
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Sysview Technology, Inc.
We have audited the accompanying consolidated balance sheets of Sysview
Technology, Inc. and subsidiaries (the "Company") as of December 31, 2006 and
2005, and the related consolidated statements of operations, stockholders'
equity, and cash flows for the years ended December 31, 2006 and 2005. These
financial statements are the responsibility of the company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Sysview
Technology, Inc. and subsidiaries as of December 31, 2006 and 2005, and the
consolidated results of their operations and their cash flows for the years
ended December 31, 2006 and 2005, in conformity with accounting principles
generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has incurred substantial net losses in recent
years resulting in an accumulated deficit. These factors raise substantial doubt
about the Company's ability to continue as a going concern. Management's plans
in regard to these matters are described in Note 1. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
/S/ CLANCY AND CO., P.L.L.C.
----------------------------
Clancy and Co., P.L.L.C.
Scottsdale, Arizona
March 29, 2007
F-2
SYSVIEW TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
DECEMBER 31,
--------------------
2006 2005
-------- --------
ASSETS
Current assets:
Cash and cash equivalents $ 1,333 $ 1,426
Trade receivables 1,813 1,285
Inventories 1,642 751
Prepaid expenses and other current assets 73 319
-------- --------
TOTAL CURRENT ASSETS 4,861 3,781
Fixed assets, net 108 167
Intangible assets, net -- 555
Due from related parties, net -- 2,606
Long-term investment 160 998
-------- --------
TOTAL ASSETS $ 5,129 $ 8,107
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Bank line and letter of credit $ 1,013 $ 1,013
Trade payables to related parties 952 203
Trade payables 198 259
Other payables and accruals 506 185
Accrued dividends on Series A
5% cumulative convertible stock
preferred stock 152 71
-------- --------
TOTAL CURRENT LIABILITIES 2,821 1,731
Liability under derivative contracts 229 503
-------- --------
TOTAL LIABILITIES 3,050 2,234
Commitments and contingencies (Note 10)
Convertible preferred stock, $.001 par value, 2,000 authorized:
Series A 5% cumulative convertible preferred stock, 16 shares 957 468
issued and outstanding at December 31, 2006 and December
31, 2005; liquidation value of $1,565 and $1,615 at
December 31, 2006 and December 31, 2005, respectively
Series B convertible preferred stock, 11.5 shares issued and 152 --
outstanding at December 31, 2006, liquidation value of $1,150
Stockholders' equity:
Common stock $.001par value, 50,000 authorized,
24,642 shares issued and 24,142
outstanding at December 31, 2006 24 24
and 24,592 shares issued and 24,092
outstanding at December 31, 2005
(500 shares held in escrow)
Additional paid-in capital 29,651 28,138
Accumulated deficit (28,705) (22,757)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 970 5,405
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,129 $ 8,107
======== ========
The accompanying notes are an integral part of these
consolidated financial statements.
F-3
SYSVIEW TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
YEAR ENDED DECEMBER 31,
----------------------
2006 2005
-------- --------
NET SALES $ 12,469 $ 7,848
COST OF SALES 8,221 4,989
-------- --------
GROSS PROFIT 4,248 2,859
OPERATING EXPENSES:
Selling and marketing 1,240 1,037
General and administrative 5,361 2,918
Research and development 3,084 951
Impairment of long-term investment 838 --
-------- --------
TOTAL OPERATING EXPENSES 10,523 4,906
-------- --------
OPERATING LOSS (6,275) (2,047)
-------- --------
OTHER INCOME (EXPENSE):
Change in fair value of derivative instruments 1,421 1,112
Fair value of warrants issued (173) (290)
Preferred stock issuance costs (88) (237)
Interest income 28 24
Interest expense (92) (57)
Loss on disposal of fixed assets and other (17) 5
-------- --------
TOTAL OTHER INCOME (EXPENSE) 1,079 557
-------- --------
Net loss before income taxes (5,196) (1,490)
Provision for income taxes 3 3
-------- --------
Net loss (5,199) (1,493)
Dividend on Series A and accretion of Series A and Series B
preferred stock redemption value (749) (546)
-------- --------
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS $ (5,948) $ (2,039)
======== ========
NET LOSS PER COMMON SHARE - BASIC AND DILUTED $ (0.25) $ (0.09)
======== ========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED 24,105 23,279
======== ========
The accompanying notes are an integral part of these
consolidated financial statements.
F-4
SYSVIEW TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(IN THOUSANDS)
ADDITIONAL TOTAL
COMMON STOCK PAID-IN ACCUMULATED STOCKHOLDERS'
SHARES AMOUNT CAPITAL DEFICIT EQUITY
-------- -------- -------- -------- --------
BALANCES AT DECEMBER 31, 2004 23,110 $ 23 $ 25,478 $(20,718) $ 4,783
Issuance of common stock upon
conversion of preferred stock 257 -- 257 -- 257
Issuance of common stock for
services rendered 225 -- 157 -- 157
Stock base compensation cost -
options -- -- 1,577 -- 1,577
Fair value of warrants issued for
payment of preferred stock -- -- 290 -- 290
issuance expenses
Common stock issued for acquisition of
subsidiary, 1,000,000 500 1 379 -- 380
shares less 500,000 held in escrow
Net loss -- -- -- (2,039) (2,039)
-------- -------- -------- -------- --------
BALANCES AT DECEMBER 31, 2005 24,092 $ 24 $ 28,138 $(22,757) $ 5,405
-------- -------- -------- -------- --------
Issuance of common stock upon
conversion of preferred stock 50 -- 29 -- 29
Stock base compensation cost - options -- -- 1,311 -- 1,311
Fair value of warrants issued for
payment of preferred stock -- -- 173 -- 173
issuance expenses
Net loss -- -- -- (5,948) (5,948)
-------- -------- -------- -------- --------
BALANCES AT DECEMBER 31, 2006 24,142 $ 24 $ 29,651 $(28,705) $ 970
======== ======== ======== ======== ========
The accompanying notes are an integral part of these
consolidated financial statements.
F-5
SYSVIEW TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
YEAR ENDED DECEMBER 31,
-----------------------
2006 2005
------- -------
OPERATING ACTIVITIES
Net loss $(5,948) $(2,039)
Adjustments to reconcile net loss to
cash used in operating activities
Depreciation and amortization 597 31
Common stock issued for services -- 157
Stock base compensation cost - options 1,311 1,577
Change in fair value of derivative instruments (1,421) (1,112)
Accretion of Series A and Series B
preferred stock redemption value 668 468
Preferred stock issuance expenses paid by
issuance of warrants 173 290
Allowance for doubtful accounts 2,606 --
Impairment of long-term investment 838 --
Conversion of Series A preferred stock
dividends for common stock -- 7
Loss on disposal of assets 17 7
Changes in operating assets and liabilities:
Trade receivables (528) (157)
Inventories (891) (255)
Prepaid expenses and other current assets 246 (101)
Trade payables (61) 197
Trade payables to related parties 749 203
Other payables and accruals 324 65
Accrued dividends on Series A
5% cumulative convertible stock 81 71
------- -------
CASH USED BY OPERATING ACTIVITIES (1,239) (598)
------- -------
INVESTING ACTIVITIES
Cash paid for subsidiary -- (98)
Capital expenditures (4) (169)
------- -------
CASH USED BY INVESTING ACTIVITIES (4) (267)
------- -------
FINANCING ACTIVITIES
Proceeds from the issuance of preferred stock 1,150 1,865
Net repayments under bank lines of credit -- (100)
Advances under bank letters of credit -- 180
Advances to related parties -- (341)
------- -------
CASH PROVIDED BY FINANCING ACTIVITIES 1,150 1,604
------- -------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (93) 739
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 1,426 687
------- -------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 1,333 $ 1,426
======= =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
CASH PAID DURING THE YEAR FOR:
Interest $ 92 $ 57
======= =======
Income taxes $ 3 $ 3
======= =======
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Conversion of Series A Preferred Stock for Common Stock $ 30 $ 257
======= =======
The accompanying notes are an integral part of these
consolidated financial statements.
F-6
SYSVIEW TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
Sysview Technology. Inc. ("Sysview" or "Company") develops, designs and delivers
various imaging technology solutions to all types and sizes of enterprises
including governmental agencies, large corporations, small corporations, small
office-home offices ("SOHO"), professional practices as well as consumers
(referred to herein collectively as "Enterprises"). Sysview is a market-leader
in providing USB-powered scanning solutions to a wide variety of industries and
market applications. The Company's patented and proprietary page-imaging devices
facilitate the way information is stored, shared and managed in both business
and personal use. In addition, Sysview is involved in the research and
development of certain technologies related to the field of high definition
("HD") display.
Syscan, Inc., the Company's wholly-owned subsidiary, was incorporated in
California in 1995 to develop and manufacture a new generation of contact image
sensors ("CIS") that are complementary metal-oxide-silicon ("CMOS") imaging
sensor devices. During the late 1990s, the Company established many technical
milestones and was granted numerous patents for its linear imaging technology.
The Company's patented CIS and mobile imaging scanner technology provides high
quality images at extremely low power consumption levels allowing delivery of
compact scanners in a form ideally suited for laptop or desktop computer users
who need a small light weight device to scan or fax documents.
The Company's business model was developed around intellectual property ("IP")
driven products sold primarily to original equipment manufacturers ("OEM"),
private label brands and value added resellers ("VAR") and can be found in a
variety of applications, including but not limited, to the following:
o Document and information management;
o Identification card scanners;
o Passport security scanners;
o Bank note and check verification;
o Business card readers;
o Barcode scanning; and
o Optical mark readers used in lottery terminals.
BASIS OF FINANCIAL STATEMENTS
The consolidated financial statements include the accounts of Sysview and its
subsidiaries. All significant intercompany transactions and balances have been
eliminated. United States (U.S.) dollar is the functional currency for the
Company therefore no translation adjustment recorded through accumulated other
comprehensive income (loss). Monetary accounts denominated in non-U.S.
currencies, such as cash or payables to vendors, have been re-measured to the
U.S. dollar. Gains and losses resulting from foreign currency transactions are
included in the results of operations. Certain accounts have been reclassified
to conform to the current period presentation. Such reclassifications did not
affect total net sales, operating loss or net loss available to common
stockholders.
LIQUIDITY AND GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial statements,
during the years ended December 31, 2006 and 2005, the Company incurred net
losses of $5,948,000 and $2,039,000, respectively, of which approximately
$4,789,000 and $1,425,000, respectively, is attributed to non-cash items. In
addition, cash flows used in operations were $1,239,000 and $598,000,
respectively, and at December 31, 2006, the Company was not in compliance with
all of its Extended Agreement debt covenants. See Notes 10 and 12. These factors
raise substantial doubt about the Company's ability to continue as a going
concern.
F-7
SYSVIEW TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Management believes the Company's ability to continue as a going concern is
mitigated because the Company's current sources of liquidity as of February 28,
2007, which include approximately $1,500,000 in cash and cash equivalents, and a
$987,000 line of credit available for use under its current line of credit
facility, are sufficient to satisfy its cash requirements over the next twelve
months. Management also believes that it has the ability to borrow additional
funds from third parties such as financial institutions or will be successful in
a debt or equity financing that will be sufficient to fund its operations for
the next twelve months. Additionally, management will be reviewing all aspects
of its business and making adjustments as needed to those considered
unprofitable. Therefore, for at least the next twelve months, the Company can
continue to operate as a going concern. The consolidated financial statements do
not include any adjustments relating to the recoverability and classification of
recorded asset amounts or the amount and classification of liabilities or any
other adjustment that might be necessary should the Company be unable to
continue as a going concern.
USE OF ESTIMATES
The preparation of financial statements in conformity with U.S. generally
accepted accounting principles ("GAAP") requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Management makes its best estimate of the ultimate outcome for
these items based on historical trends and other information available when the
financial statements are prepared. Changes in estimates are recognized in
accordance with the accounting rules for the estimate, which is typically in the
period when new information becomes available to management. Actual results
could differ from those estimates.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash and highly liquid investments. Highly
liquid investments include debt securities with remaining maturities of three
months or less when acquired. They are stated at cost, which approximates market
value.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying value of cash and cash equivalents, trade receivables and payables,
prepaid expenses and other current assets, amounts due to and from related
parties, and other payables and accruals approximates fair value due to the
short period of time to maturity.
CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS
Financial instruments that subject the Company to credit risk are cash balances
maintained in excess of federal depository insurance limits and trade
receivables.
Cash and Cash Equivalents. The Company maintains cash balances at several banks.
Accounts at each institution are insured by the Federal Deposit Insurance
Corporation ("FDIC") up to $100,000. As of December 31, 2006, the Company had
consolidated balances of approximately $932,000, which were not guaranteed by
FDIC. The Company has not experienced any losses in such accounts and believes
the exposure is minimal.
Major Customers and Trade Receivables. A relatively small number of customers
account for a significant percentage of the Company's sales. The percentage of
sales derived from significant customers is as follows:
YEAR ENDED DECEMBER 31,
----------------------------
2006 2005
----------- -------------
Customer A 42% 33%
Customer B 14 18
Customer C 13 16
Customer D 12 12
F-8
SYSVIEW TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Trade receivables from these customers totaled $1,652,000 at December 31, 2006.
As of December 31, 2006 all the Company's trade receivables were unsecured. The
risk with respect to trade receivables is mitigated by credit evaluations
performed on customers and the short duration of payment terms extended to
customers.
CONCENTRATION OF SUPPLIER RISK
The Company purchases substantially all its finished scanner imaging products
from one vendor that is also a wholly-owned subsidiary of the parent company of
our majority stockholder. See Note 3. If this vendor became unable to provide
materials in a timely manner and the Company was unable to find alternative
vendors, the Company's business, operating results and financial condition would
be materially adversely affected.
INVENTORIES
Inventories consist of finished goods, which are stated at the lower of cost or
net realizable value, with cost computed on a first-in, first-out basis.
Provision is made for obsolete, slow-moving or defective items where
appropriate. The amount of any provision (reversal) is recognized as a component
of cost of sales in the period the provision (reversal) occurs. There was no
provision recorded at December 31, 2006 or 2005.
FIXED ASSETS
Fixed assets, stated at cost, are depreciated over the estimated useful lives of
the assets using the straight-line method over periods ranging from three to
seven years. Significant improvements and betterments are capitalized. Routine
repairs and maintenance are expensed when incurred. Gains and losses on disposal
of fixed assets are recognized in the statement of operations based on the net
disposal proceeds less the carrying amount of the assets.
INTANGIBLE ASSETS
Acquisition-related intangibles include 1.) intellectual property, which has
reached technological feasibility, to be integrated into the Company's future
products and 2.) technological expertise required to complete the integration.
Intangible assets are amortized on a straight-line basis over the periods of
benefit. The Company performs an annual review of its identified intangible
assets to determine if facts and circumstances exist which indicate that the
assets' useful life is shorter than originally estimated or that the assets'
carrying amount may not be recoverable. If such facts and circumstances do
exist, the Company assesses the recoverability of identified intangible assets
by comparing the projected undiscounted net cash flows associated with the
related asset or group of assets over their remaining lives against their
respective carrying amounts. Impairment, if any, is based on the excess of the
carrying amount over the fair value of those assets.
LONG-TERM INVESTMENTS
Long-term investments are carried at cost less provision for any impairment in
value. Income from long-term investments is accounted for to the extent of
dividends received or receivable. Upon disposal of investments, any profit and
loss thereon is accounted for in the statement of operations.
IMPAIRMENT OF LONG-LIVED ASSETS
In accordance with Statement of Financial Accounting Standards ("SFAS") 144,
ACCOUNTING FOR THE IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS ("SFAS 144"), if
indicators of impairment exist, the Company assesses the recoverability of the
affected long-lived assets by determining whether the carrying value of such
assets can be recovered through the undiscounted future operating cash flows. If
impairment is indicated, the Company measures the amount of such impairment by
comparing the assets' carrying value to the assets' present value of the
expected future cash flows. As such, the Company recognized $838,000 of
impairment losses during the year ended December 31, 2006. The underlying asset
is used in the Company's operations. Therefore, the impairment loss is included
with operating expenses on the Company's statement of operations. See Note 7.
F-9
SYSVIEW TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
PREFERRED STOCK ACCOUNTING TREATMENT
Pursuant to SFAS 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES ("SFAS 133") and the Emerging Issues Task Force ("EITF") EITF 00-19,
ACCOUNTING FOR DERIVATIVE FINANCIAL INSTRUMENTS, ("EITF 00-19"), the Company's
Series A 5% cumulative convertible preferred stock ("Series A Stock") and
related warrants and the Series B Convertible Preferred Stock ("Series B Stock")
and related warrants are deemed derivative instruments as a result of the
embedded conversion feature. Accordingly, the fair value of these derivative
instruments has been recorded in the Company's consolidated balance sheet as a
liability with the corresponding amount as a discount to the Series A Stock and
Series B Stock, respectively. The discounts are being accreted, on a
straight-line basis, from the respective issuance date through the respective
redemption date adjusted for conversions. Accretion of the preferred stock
redemption value, for both Series A and Series B, for the years ended December
31, 2006 and 2005 totaled approximately $668,000 and $468,000, respectively, and
is disclosed as a non-operating expense on the Company's consolidated statements
of operations. The total decrease in the fair value of the liability for
derivative contracts, for both Series A and Series B, totaled approximately
$1,421,000 and $1,112,000 for the years ended December 31, 2006 and 2005,
respectively, with the offsetting adjustment disclosed as non-operating income
on the Company's consolidated statements of operations.
The Company computes fair value of these derivatives using the Black-Scholes
valuation model. The Black-Scholes model was developed for use in estimating the
fair value of traded options that have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions, including the expected stock price volatility. The
Company's derivative instruments have characteristics significantly different
from traded options, and the input assumptions used in the model can materially
affect the fair value estimate.
The assumptions used in the Black-Scholes valuation model to estimate fair value
of each derivative instrument and the resulting weighted average estimated value
of the Series A Stock derivative liability and the Series B Stock derivative
liability as of December 31, 2006 and 2005 are as follows:
DECEMBER 31,
---------------------------
2006 2005
------------- ----------
Weighted average estimated values per share $0.13 $0.43
Expected life in years 3.0 3.0
Expected volatility 37.95% 99.77%
Expected dividend yield 0% 0%
Risk free interest rate 5.17% 4%
REVENUE RECOGNITION AND ALLOWANCE FOR DOUBTFUL ACCOUNTS AND RETURNS ALLOWANCES
Revenues. Revenues consist of product sales including the sale of optical image
capturing devices, modules of optical image capturing devices, and chips and
other optoelectronic products. Revenue is recognized when the product is shipped
and the risks and rewards of ownership have transferred to the customer.
Shipping charges billed to customers are included in net sales and the related
shipping costs are included in cost of sales. All internal handling charges are
included with selling and marketing expenses.
Allowance for doubtful accounts and return allowances. The Company presents
trade receivables, net of allowances for doubtful accounts and returns, to
ensure trade receivable are not overstated due to uncollectibility. Allowances,
when required, are calculated based on detailed review of certain individual
customer accounts and an estimation of the overall economic conditions affecting
the Company's customer base. The Company reviews a customer's credit history
before extending credit. If the financial condition of its customers were to
deteriorate, resulting in an impairment of their ability to make payments,
additional allowances may be required. There was no allowance for doubtful
accounts at December 31, 2006 or 2005 as management believes all of its trade
receivables are collectible.
RESEARCH AND DEVELOPMENT EXPENSES
Research and development costs are expensed as incurred.
ADVERTISING COSTS
Advertising costs are expensed as incurred and were immaterial for both periods
presented.
F-10
SYSVIEW TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
EMPLOYEE EQUITY INCENTIVE PROGRAMS
In December 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") 123-R, SHARE-BASED PAYMENT
("SFAS 123(R)"). SFAS 123(R) REPLACES SFAS 123, ACCOUNTING FOR STOCK-BASED
COMPENSATION, AND SUPERSEDES THE ACCOUNTING PRINCIPLES BOARD ("APB") APB OPINION
25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES ("APB 25"). SFAS 123(R) requires,
among other things, that all share-based payments to employees, including grants
of stock options, be measured based on their grant-date fair value and
recognized as expense. Effective January 1, 2006, Sysview adopted the fair value
recognition provisions of SFAS 123(R) using the modified prospective application
method. Under this transition method, compensation expense recognized for the
year December 31, 2006, includes the applicable amounts of: (a) compensation
expense of all stock-based payments granted prior to, but not yet vested as of
January 1, 2006 (based on the grant-date fair value estimated in accordance with
the original provisions of SFAS 123 and APB 25), and (b) compensation expense
for all stock-based payments granted subsequent to January 1, 2006 (based on the
grant-date fair value estimated in accordance with the new provisions of SFAS
123(R)). Results for periods prior to January 1, 2006, have not been restated.
See Note 4.
INCOME TAXES
The Company accounts for income taxes under the liability method of accounting
for income taxes in accordance with the provisions of SFAS 109, ACCOUNTING FOR
INCOME TAXES, ("SFAS 109"). Current income tax expense or benefit is the amount
of income taxes expected to be payable or refundable for the current year. A
deferred income tax asset or liability is computed for the expected future
impact of differences between the financial reporting and tax basis of assets
and liabilities and for the expected future tax benefit to be derived from tax
credits and loss carryforwards. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than not that
some portion or all of the deferred tax assets will not be realized.
NET LOSS PER SHARE
Basic net loss per share is computed by dividing net loss by the weighted
average number of shares of common stock outstanding during the period. Diluted
net loss per share is computed by dividing net loss by the weighted average
number of shares of common stock and common stock equivalents outstanding during
the period. As the Company incurred net losses for the years ended December 31,
2006 and 2005, common stock equivalents were excluded from diluted net loss per
share as their effect would be anti-dilutive. As a result, for all periods
presented, the Company's basic and diluted net loss per share is the same.
RECENT ACCOUNTING PRONOUNCEMENTS
On June 7, 2005, the FASB issued Statement 154, ACCOUNTING CHANGES AND ERROR
CORRECTIONS, A REPLACEMENT OF APB OPINION 20 AND FASB STATEMENT 3, ("SFAS 154").
SFAS 154 changes the requirements for the accounting for and reporting of a
change in accounting principle. Previously, most voluntary changes in accounting
principles were required recognition via a cumulative effect adjustment within
net income (loss) of the period of the change. SFAS 154 requires retrospective
application to prior periods' financial statements, unless it is impracticable
to determine either the period-specific effects or the cumulative effect of the
change. SFAS 154 is effective for accounting changes made in fiscal years
beginning after December 15, 2005. Sysview adopted SFAS 154 on January 1, 2006.
The adoption had no impact to the Company's consolidated financial position,
results of operations or cash flows.
F-11
SYSVIEW TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
In February 2006, the FASB issued SFAS 155, ACCOUNTING FOR CERTAIN HYBRID
FINANCIAL INSTRUMENTS - AN AMENDMENT OF FASB STATEMENTS 133 AND 140, ("SFAS
155"). SFAS will be effective for the Company beginning January 1, 2007. The
statement permits interests in hybrid financial instruments that contain an
embedded derivative that would otherwise require bifurcation, to be accounted
for as a single financial instrument at fair value, with changes in fair value
recognized in earnings. This election is permitted on an
instrument-by-instrument basis for all hybrid financial instruments held,
obtained, or issued as of the adoption date. The Company is currently evaluating
the potential impact this standard may have on its consolidated financial
position, cash flows and results of operations, but does not believe the impact
of the adoption will be material.
In June 2006, the FASB issued Interpretation 48, ACCOUNTING FOR UNCERTAINTY IN
INCOME TAXES -- AN INTERPRETATION OF FASB STATEMENT NO. 109 ("FIN 48"), which
clarifies the accounting for uncertainty in tax positions. This Interpretation
requires that the Company recognize in its financial statements the impact of a
tax position if that position will more likely than not of being sustained on
audit, based on the technical merits of the position. The provisions of FIN 48
are effective for the Company on January 1, 2007, with the cumulative effect of
the change in accounting principle, if any, recorded as an adjustment to opening
retained earnings. The Company does not expect there to be any significant
impact of adopting FIN 48 on its consolidated financial position, cash flows and
results of operations.
In September 2006, the FASB issued SFAS 157, FAIR VALUE MEASUREMENTS ("SFAS
157"), which provides guidance about how to measure assets and liabilities that
use fair value. SFAS 157 will apply whenever another US GAAP standard requires
(or permits) assets or liabilities to be measured at fair value but does not
expand the use of fair value to any new circumstances. This standard also will
require additional disclosures in both annual and quarterly reports. SFAS 157
will be effective for financial statements issued for fiscal years beginning
after November 15, 2007, and will be adopted by the Company January 1, 2008. The
Company is currently evaluating the potential impact this standard may have on
its consolidated financial position, cash flows and results of operations, but
does not believe the impact of the adoption will be material.
In September 2006, the SEC staff issued Staff Accounting Bulletin ("SAB") 108,
CONSIDERING THE EFFECTS OF PRIOR YEAR MISSTATEMENTS WHEN QUANTIFYING
MISSTATEMENTS IN CURRENT YEAR FINANCIAL STATEMENTS ("SAB 108"). SAB 108 was
issued to eliminate the diversity of practice in how public companies quantify
misstatements of financial statements, including misstatements that were not
material to prior years' financial statements. The Company applied the
provisions of SAB 108 to its annual financial statements for the year ending
December 31, 2006 included herein. The adoption had no impact to the Company's
consolidated financial position, results of operations or cash flows.
Other recent accounting pronouncements issued by the FASB (including the EITF),
the American Institute of Certified Public Accountants ("AICPA"), and the SEC
did not or are not believed by management to have a material impact on the
Company's present or future financial statements.
NOTE 2 - SIGNIFICANT FOURTH QUARTER ADJUSTMENTS
During the fourth quarter of fiscal year 2006, the Company's management
continued to monitor and evaluate the collectibility and potential impairment of
its assets, in particular, intangible assets, amounts due from related parties
and long-term investments. In connection therewith, the following adjustments
were recorded in the fourth quarter:
INTANGIBLE ASSETS
During the fourth quarter of fiscal year 2006, the Company performed an annual
review of its identified intangible assets. Based on this review, Sysview
management reclassified its intangible assets from non-amortizing to amortizing
intangible assets. As a result, Sysview booked $555,000 of intangible asset
amortization expense, which is included with research and development expenses,
during the fourth quarter of fiscal year 2006. See Note 6.
DUE FROM RELATED PARTIES
The Company booked an allowance of $2,606,000 to fully reserve amounts due from
related parties as it became apparent to management that such parties may not
have the financial resources to repay amounts due. The Company does not plan to
continue its collection efforts. See Note 12.
F-12
SYSVIEW TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
LONG-TERM INVESTMENT
During the fourth quarter, the Company recorded an impairment charge of $838,000
related to its long-term investment. See Note 7.
It is management's opinion that these adjustments are properly recorded in the
fourth quarter of fiscal year 2006 based upon the facts and circumstances that
became available during that period.
NOTE 3 - RELATED-PARTY TRANSACTIONS
RELATED-PARTY PURCHASES
The Company purchases the majority of its finished scanner imaging products from
Syscan Lab Limited ("SLL"), a wholly-owned subsidiary of Syscan Technology
Holdings Limited ("STH"), the parent company of Sysview' majority stockholder.
See Note 1. The Company's Chairman and CEO, Darwin Hu, was formerly the CEO of
STH. He resigned from STH effective December 2004.
Purchases from SLL totaled $8,620,000 and $4,915,000 for the years ended
December 31, 2006 and 2005, respectively. All purchases from SLL were carried
out in the normal course of business. As a result of these purchases, the
Company was liable to SLL for $952,000 and $203,000 at December 31, 2006 and
2005, respectively.
RELATED-PARTY LOANS
In the normal course of business, the Company made interest-free loans to
several related parties for the purpose of purchasing capital equipment,
including tooling equipment required to manufacture the Company's product. These
loans totaled $2,606,000 at December 31, 2006 and 2005. As discussed in Note 2,
these loans were fully reserved during the fourth quarter of fiscal year 2006.
See Note 12.
NOTE 4 - EMPLOYEE EQUITY INCENTIVE PLANS
STOCK-BASED COMPENSATION
Prior to January 1, 2006, Sysview accounted for its stock-based employee
compensation plans following the recognition and measurement principles of APB
25 and related interpretations. Accordingly, compensation expense, equal to the
difference between the total exercise price and the total fair market value -
for awards granted at an exercise price less than fair market value of the
underlying common stock on the grant date - was amortized over the vesting
period and included in the Consolidated Statement of Operations. Effective
January 1, 2006, Syscan adopted the fair value recognition provisions of SFAS
123(R). See Note 1.
The following table sets forth the total stock-based compensation expense
included in the consolidated statements of operations (IN THOUSANDS):
YEAR ENDED DECEMBER 31,
---------------------------
2006 2005
------------ -----------
Selling and marketing $ 51 $ 85
General and administrative 1,015 1,407
Research and development 245 85
At December 31, 2006, the Company had approximately $863,000 of total
unrecognized compensation cost related to unvested stock options. This cost is
expected to be recognized over a weighted-average period of approximately 16
months.
F-13
SYSVIEW TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
STOCK OPTIONS
The Company issues options under two different stock option plans (both approved
by shareholders) as well as through employment agreements with key employees,
executives and consultants (approved by the board of directors on a case-by-case
basis). The following table sets forth, by the respective option plan, certain
aspects of the Company's stock options as of December 31, 2006:
OPTION APPROVAL METHOD OPTIONS OUTSTANDING AND OPTIONS AVAILABLE
-------------------------------- -----------------------------------------
BOARD OF AVAILABLE
BOARD OF DIRECTORS AND FOR FUTURE
DESCRIPTION DIRECTORS SHAREHOLDERS TOTAL OUTSTANDING GRANT TOTAL
----------- --------- ------------ ----- ----------- ----- -----
2002 Amended and Restated -- 3,200,000 3,200,000 890,000 2,310,000 3,200,000
Stock Option Plan
Key Personnel Option 4,000,000 -- 4,000,000 4,000,000 -- 4,000,000
Grants
2006 Stock Option Plan 1,500,00 1,500,000 -- 1,500,000 1,500,000
--------- --------- --------- --------- --------- ---------
Total 4,000,000 4,700,000 8,700,000 4,890,000 3,810,000 8,700,000
========= ========= ========= ========= ========= =========
The following table summarizes stock option activity and related information as
of and for the year ended December 31, 2006:
WEIGHTED-AVERAGE
EXERCISE
OPTIONS PRICE
----------- -------------
Outstanding at December 31, 2005 3,760,000 $0.01
Granted 1,190,000 0.69
Exercised - -
Cancelled 60,000 1.17
----------- -------------
Outstanding at December 31, 2006 4,890,000 $0.18
=========== =============
The following table summarizes all options outstanding and exercisable by price
range as of December 31, 2006:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
---------------------------------------------------- --------------------------------
WEIGHTED-AVERAGE
RANGE OF REMAINING WEIGHTED-AVERAGE WEIGHTED-AVERAGE
EXERCISE PRICES NUMBER CONTRACTUAL EXERCISE NUMBER EXERCISE
OUTSTANDING LIFE (YEARS) PRICE EXERCISABLE PRICE
------------------ --------------- ---------------- ------------- --------------- -------------
$0.01 4,000,000 5.32 $0.01 2,666,666 $0.01
$0.65 - $1.01 890,000 9.38 $0.92 57,500 $0.65
F-14
SYSVIEW TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 - FIXED ASSETS
Fixed assets are summarized as follows (IN THOUSANDS):
DECEMBER 31,
------------------------------
2006 2005
------------ --------------
Computer and office equipment $ 37 $62
Furniture and fixtures 3 3
Tooling and product design 127 137
------------ --------------
167 202
Less: accumulated depreciation (59) (35)
------------ --------------
$108 $167
============ ==============
Total fixed asset depreciation expense totaled $42,000 and $31,000 for the years
ended December 31, 2006 and 2005, respectively
NOTE 6 - BUSINESS ACQUISITION AND INTANGIBLE ASSETS
The Company's intangible assets were recorded primarily as a result of the
acquisition of Nanodisplay, Inc ("Nano") in November 2005. Nano was purchased to
facilitate the Company's anticipated entry into the display market as Nano was a
leading designer of liquid crystal on silicon ("LCOS") HDTV technology and
maintained a workforce with the technical expertise required to integrate Nano's
technology into the Company's technology.
The aggregate purchase price was $478,000 including $98,000 of cash and
1,000,000 shares of common stock (500,000 shares were not valued at the
acquisition date because they were, and still are as of December 31, 2006, held
in escrow until certain milestones and conditions are met) valued at $380,000,
calculated using the average market price of the Company's common shares for one
week before and one week after the terms of the agreement were finalized. Nano's
financial information is incorporated into the consolidation of the Company
effective November 17, 2005, the effective date of the merger.
The following represents the PRELIMINARY allocation of the purchase price at
December 31, 2005 (IN THOUSANDS):
Fixed assets $ 5
Goodwill 542
---------
Total assets acquired 547
Accounts payable and accrued liabilities (69)
---------
Fair value of net assets acquired $ 478
=========
As previously discussed in Note 2, management performed an annual review of its
identified intangible assets during the fourth quarter of fiscal year 2006. In
connection with this review, Sysview management completed its final analysis,
which included re-assessing its preliminary allocation of the Nano purchase
price, and determining that the purchase price was more accurately allocated to
developed technology and technological expertise required to integrate the
developed technology into the Company's technology. Therefore, the Company
finalized the purchase price allocation at December 31, 2006 as follows (IN
THOUSANDS):
F-15
SYSVIEW TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Fixed assets $ 5
Developed technology (estimated useful life of one year) 463
Technical integration expertise (estimated useful life of one 79
year)
----------
Total assets acquired 547
Accounts payable and accrued liabilities (69)
----------
Fair value of net assets acquired $ 478
==========
Amortization of intangible assets, included in research and development
expenses, totaled $555,000 for the year ended December 31, 2006. There was no
amortization of intangible assets for the year ended December 31, 2005.
After management's review and reallocation of intangible assets performed in the
fourth quarter of fiscal year 2006, the following summarizes the components of
intangible assets (IN THOUSANDS):
AS OF DECEMBER 31, 2006 AS OF DECEMBER 31, 2005
------------------------------------ -----------------------------------------
Accumulated Accumulated
Gross Amortization Net Gross Amortization Net Life
-------- --------------- ----- --------- --------------- --------- ---------
Developed technology $463 $(463) $ - $463 $ - $463 1 Year
Technical integration expertise 79 (79) - 79 - 79 1 Year
Other 13 (13) - 13 - 13 1 Year
-------- --------------- ----- --------- --------------- ---------
Total $555 $(555) $ - $555 $ - $555
======== =============== ===== ========= =============== =========
PRO FORMA INFORMATION (UNAUDITED)
Nano's actual results of operations are included in the consolidated financial
statements from the date of acquisition. The Company's unaudited pro forma
statement of operations data set forth below (IN THOUSANDS, EXCEPT PER SHARE
DATA) gives effect to this acquisition using the purchase method as if Nano was
purchased on January 1, 2005. This pro forma information is presented for
illustrative purposes only and is not necessarily indicative of the combined
financial position or results of operations for future periods or the financial
position or result of operations that would have been realized had the
acquisition occurred on January 1, 2005.
2006 2005
---------------- ------------------
Net sales $ 12,469 $ 7,848
Net loss (4,991) (3,349)
Basic and diluted net loss per share $ (0.21) $ (0.14)
NOTE 7 - LONG-TERM INVESTMENT
Long-term investment consists of an equity interest in CMOS Sensor, Inc.
("CMOS"), a California corporation, which is principally engaged in the research
and development of infrared sensors and CMOS sensors. During all periods
presented, the Company owned 16.1% of CMOS and accounted for the investment
using the cost method of accounting. As previously discussed in Note 2, the
Company recorded an impairment charge of $838,000 related to its investment in
CMOS. The Company's management and directors are of the opinion that the
long-term investment's new cost basis of $160,000 is reflective of the long-term
investment's underlying value at December 31, 2006.
NOTE 8 - EQUITY
COMMON STOCK ACTIVITY
During the year ended December 31, 2006 the Company issued 50,000 shares of
common stock for the conversion of 500 shares of Series A Stock as discussed
below.
F-16
SYSVIEW TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
PREFERRED STOCK ACTIVITY
SERIES A 5% CUMULATIVE CONVERTIBLE PREFERRED STOCK INITIAL ISSUANCE AND ACTIVITY
On March 15, 2005, the Company completed a private placement with a group of
accredited investors for the sale of 18,650 shares of the Company's 5% Series A
Stock along with warrants, expiring five years from the date of issuance, to
purchase additional shares of the Company's common stock. The Series A Stock has
no voting rights.
The Series A Stock was priced at $100 per share and the Company received
proceeds of $1,865,000 less offering costs and expenses. Starboard Capital
Markets, LLC, a NASD member firm, acted as placement agent in the sale for which
it received $186,500 in commissions and 186,500 warrants to purchase shares of
the Company's common stock at an exercise price equal to $1.00 per share. The
fair value of these warrants totaled $290,000 and such amount was charged to
other income (expense) and credited to additional paid-in capital during 2005.
The Company also incurred cash expenses totaling $50,000.
The warrants must be exercised by the payment of cash, except if there is no
effective registration statement covering the resale of the shares of common
stock underlying the warrants, a holder may exercise their warrants on a
cashless basis. Holders of the warrants are entitled to full ratchet
anti-dilution protection for issuances of common stock or common stock
equivalents, prior to the effective date of the registration statement covering
the resale of the shares of common stock underlying the preferred stock, at less
than the exercise price of such warrants. Holders of warrants also have standard
anti-dilution protection for splits, dividends, subdivisions, distributions,
reclassifications and combinations of our common stock. None of the individual
holders of the warrants are entitled to exercise any such warrant held by them,
if such exercise would cause such holder to be deemed to beneficially own in
excess of 4.999% of the outstanding shares of the Company's common stock on the
date of issuance of such shares.
At the time of issuance, total common stock issuable upon conversions of the
underlying Series A Stock and related warrants follows:
Series A Stock (1) 1,865,000
Maximum accrued dividends on the shares of Series A Stock (1) 279,750
Warrants issued to purchasers in private placement (2) 932,500
Warrants issued to placement agent in the private placement (1) 186,500
-----------
3,263,750
===========
(1) Convertible at $1.00 per share, subject to anti-dilution provisions.
(2) Convertible at $2.00 per share, subject to anti-dilution provisions.
During the year ended December 31, 2006, $50,000 of Series A Stock (500 shares)
were converted into 50,000 shares of common stock.
SERIES A STOCK DIVIDENDS
The Company's Series A Stock accrues cumulative dividends at a rate of five
percent per annum, payable semiannually on July 1 and January 1. Dividends are
payable in cash, by accretion of the stated value or in shares of common stock.
Subject to certain terms and conditions, the decision whether to accrete
dividends to the stated value of the Series A Stock or to pay for dividends in
cash or in shares of common stock, is at the Company's discretion. To date, the
Company has not paid any cash dividends. During the years ended December 31,
2006 and 2005, Series A Stock dividends were approximately $81,000 and $78,000,
respectively, and recorded as a non-operating expense on the Company's statement
of operations.
F-17
SYSVIEW TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SERIES B CONVERTIBLE PREFERRED STOCK
On August 8, 2006, the Company completed a private placement with a group of
accredited investors for the sale of 11,500 shares of the Company's Series B
Stock along with warrants, expiring three years from the date of issuance, to
purchase additional shares of the Company's stock. Pursuant to a registration
rights agreement (as discussed below), the Company filed a Form SB-2 on October
11, 2006, with the Securities and Exchange Commission ("SEC"), to register the
shares of common stock issuable upon conversion of the Series B Stock and upon
exercise of the warrants. The SEC declared the SB-2 effective on January 18,
2007.
At the time of issuance, total common stock issuable upon conversions of
underlying Series B Stock and related warrants follows:
Series B Stock (1) 1,150,000
Warrants issued to purchasers in private placement (2) 575,000
Warrants issued to placement agent in the private placement (2) 100,000
-------------
1,825,000
=============
(1) Convertible at $1.00 per share, subject to anti-dilution provisions.
(2) Convertible at $1.50 per share, subject to anti-dilution provisions.
The Series B Stock was priced at $100 per share and the Company received
proceeds of $1,150,000 less offering costs and expenses. Starboard Capital
Markets, LLC, a NASD member firm, acted as placement agent in the sale for which
it received $80,000 in commissions and 100,000 warrants to purchase shares of
the Company's common stock at an exercise price equal to $1.50 per share. The
fair value of these warrants totaled $26,000 and such amount was charged to
other income (expense) and credited to additional paid-in capital during the
year ended December 31, 2006.
The material terms of the Series B Stock are as follows:
SERIES B STOCK CONVERSION RIGHTS. All or any portion of the stated value of the
Series B Stock outstanding may be converted into common stock at anytime by the
investors. The initial fixed conversion price of the Series B Stock is $1.00 per
share ("Conversion Price"). The Conversion Price is subject to anti-dilution
protection adjustments, on a full ratchet basis, until the date that is twelve
months from the effective date of the Registration Statement required to be
filed pursuant to the Registration Rights Agreement, upon the Company's issuance
of additional shares of common stock, or securities convertible into common
stock, at a price that is less than the then Conversion Price.
REDEMPTION. On August 7, 2009 ("Redemption Date"), all of the outstanding Series
B Stock shall be redeemed for a per share redemption price equal to the stated
value on the Redemption Date ("Redemption Price"). The Redemption Price is
payable by the Company in cash or in shares of common stock at the Company's
discretion and shall be paid within five trading days after the Redemption Date.
In the event the Company elects to pay all or some of the Redemption Price in
shares of common stock, the shares of common stock to be delivered to the
Investors shall be valued at 85% of the fifteen-day volume weighted average
price of the common stock on the Redemption Date.
RIGHT TO COMPEL CONVERSION. If, on any date after August 7, 2007, (A) the
closing market price for a share of the Company's common stock for ten
consecutive trading days equals at least $4.00 (subject to adjustment for
certain events), and (B) the average reported daily trading volume during such
ten-day period equals or exceeds 100,000 shares, then the Company shall have the
right, at its option, to convert, all, but not less than all, of the outstanding
shares of the Series B Stock at the Conversion Price; provided that the
Registration Statement shall be effective at all times during such 10-day period
and during the 30-day notice period to the Investors.
WARRANT TERMS. The Warrants grant Investors the right to purchase up to an
aggregate of 575,000 shares of common stock of the Company at an exercise price
of $1.50 per share. The Warrants expire on August 7, 2009 and must be exercised
by the payment of cash, except if there is no effective registration statement
covering the resale of the shares of common stock underlying the Warrants, at
which time an investor may exercise their Warrants on a cashless basis.
RESTRICTIONS ON CONVERSION OF SERIES B STOCK AND EXERCISE OF WARRANTS. No holder
of the Series B Stock is entitled to receive shares upon conversion of the
Series B Stock held by such holder if such receipt would cause such holder to be
deemed to beneficially own in excess of 4.999% of the outstanding shares of the
Company's common stock on the date of issuance of such shares (this provision
may be waived upon 61 days prior written notice to the Company). In addition, no
individual holder is entitled to receive shares upon conversion of the Series B
Stock if the transaction causes such holder to beneficially own in excess of
9.999% of the outstanding shares of the Company's common stock on the date of
issuance of such shares (this provision may be waived upon 61 days prior written
notice to the Company).
F-18
SYSVIEW TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
None of the individual holders of the Series B warrants are entitled to exercise
any warrant held by them, if the exercise causes the holder to beneficially own
in excess of 4.999% of the outstanding shares of the Company's common stock on
the date of issuance of such shares.
REGISTRATION RIGHTS. Pursuant to the terms of a Registration Rights Agreement
between the investors and the Company, the Company was obligated to file a
registration statement on Form SB-2 (which was filed on October 11, 2006)
registering the resale of shares of the Company's common stock issuable upon
conversion of the Series B Stock and exercise of the related warrants. The
Company was required to file the registration statement within 60 days following
August 8, 2006 and to have the registration statement declared effective by
December 6, 2006, which is 120 days following August 8, 2006. If the
registration statement was not timely filed, or declared effective within the
timeframe described, or if the registration is suspended other than as
permitted, in the Registration Rights Agreement, the Company will be obligated
to pay each Investor a fee equal to one percent of such investor's purchase
price of the Series B Stock for each 30 day period thereafter (pro rated for
partial periods), that such registration conditions are not satisfied, up to a
maximum of 12 months. Because the SEC did not declare the SB-2 effective until
January 18, 2007, the Company accrued $10,000, included in general and
administrative expense, for damages during the year ended December 31, 2006.
RIGHT OF FIRST REFUSAL. Subject to certain conditions, the Company has granted
the investors a right of first refusal, for a period of one year from the
effective date of the registration statement required to be filed in connection
with this transaction, to participate in any subsequent financing that the
Company conducts.
VOTING RIGHTS. Holders of the Series B Stock shall have no voting rights.
However, so long as any shares of Series B Stock are outstanding, the Company
shall not, without the affirmative vote of the holders of a majority of the
shares of the Series B Stock then outstanding, (a) alter or change adversely the
powers, preferences or rights given to the Series B Stock or alter or amend the
Series B Certificate of Designation, (b) authorize or create any class of stock
ranking as to dividends or distribution of assets upon a liquidation senior to
or otherwise PARI PASSU with the Series B Stock, (c) amend its certificate or
articles of incorporation or other charter documents so as to affect adversely
any rights of the holders of the Series B Stock, (d) increase the authorized
number of shares of the Series B Stock, or (e) enter into any agreement with
respect to the foregoing.
LIQUIDATION PREFERENCE. Upon any liquidation, dissolution or winding up of the
Company, whether voluntary or involuntary, and subject to the rights of the
holders of Series A Stock, the holders of the Series B Stock shall be entitled
to receive out of the assets of the Company, whether such assets are capital or
surplus, for each share of Series B Stock an amount equal to the stated value
per share before any distribution or payment shall be made to the holders of any
securities of the Company with rights junior to the Series B Stock, and if the
assets of the Company shall be insufficient to pay in full such amounts, then
the entire assets to be distributed to the holders of the Series B Stock shall
be distributed among such holders ratably in accordance with the respective
amounts that would be payable on such shares if all amounts payable thereon were
paid in full.
NOTE 9 - INCOME TAX
Provision for income taxes for all periods presented represents the minimum
franchise tax due, $800 per annum, in the State of California for each
California entity of the consolidated entity and prior years franchise taxes
paid in current periods. No provision for Hong Kong Profits Tax has been made
for the periods presented as the Company and its subsidiaries operating in Hong
Kong have no assessable profits during the years being reported.
The Company believes sufficient uncertainty exists regarding the realization of
net operating loss carryforwards and other timing differences for the periods
presented. Accordingly, a valuation allowance has been provided for the entire
amount related thereto. The valuation allowance increased by approximately
$1,029,000 and $596,000 during the years ended December 31, 2006 and 2005,
respectively.
F-19
SYSVIEW TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2006, the Company has available net operating loss
carryforwards for federal and state income tax purposes of approximately
$22,200,000 and $19,700,000 which expire principally through 2026 and 2011,
respectively. State net operating loss carryforwards are based on federal net
operating losses, which are limited to certain percentages and carryover periods
based on the year incurred. Pursuant to the Tax Reform Act of 1986, annual
utilization of the Company's net operating loss carryforwards may be limited if
a cumulative change in ownership of more than 50% is deemed to occur within any
three-year period.
The following table reconciles the statutory rates to the Company's effective
rate:
2006 2005
------------- ------------
U.S. and California statutory rate (%) (43.0) (43.0)
Change in valuation allowance 43.0 43.0
------------- ------------
- -
============= ============
The net deferred income tax asset consisted of the following:
2006 2005
------------ ------------
Deferred tax assets
Federal net operating loss carryforwards $ 7,791,000 $ 6,975,000
State net operating loss carryforwards 1,746,000 1,540,000
Capitalized R&D Expenses 932,000 932,000
Tax credit carryforwards 708,000 708,000
------------ ------------
11,177,000 10,155,000
Less valuation allowance 11,177,000 10,148,000
------------ ------------
-- 7,000
Deferred tax liability
Excess tax over book depreciation -- (7,000)
------------ ------------
Net deferred income tax asset $ -- $ --
============ ============
NOTE 10 - COMMITMENTS AND CONTINGENCIES
OPERATING LEASES
The Company is committed under various non-cancelable operating leases which
extend through November 2011. As of December 31, 2006, future minimum rental
commitments are as follows (IN THOUSANDS):
FUTURE
YEAR ENDING MINIMUM LEASE
DECEMBER 31, PAYMENTS
----------------- ---------------
2007 $ 261
2008 248
2009 1
2010 1
2011 1
---------------
Total $512
===============
BANK LINE OF CREDIT
The Company has a line of credit agreement ("LOC Agreement") to borrow up to
$2,500,000, bearing interest at the rate of prime (8.25% at December 31, 2006)
plus 0.5% and secured by all of the assets of the Company. Interest payments are
due monthly and all unpaid interest and principal was originally due in full on
October 30, 2006. On December 18, 2006, Sysview extended the loan ("Extended
Agreement"), with the same terms, for 12 months. The new maturity date is
October 30, 2007. Upon certain events of default, the default variable interest
rate increases to prime plus 5.5%. The Company had $1,487,000 available for use
at December 31, 2006.
F-20
SYSVIEW TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2006, Sysview was not in compliance with all of the Extended
Agreement debt covenants. Pursuant to a waiver letter from the lender dated
March 28, 2007, the lender agreed to forbear from exercising its rights and
remedies with respect to existing defaults under the Extended Agreement from the
date of the Extended Agreement through December 31, 2006. See Notes 1 and 12.
EMPLOYMENT AGREEMENTS
The Company maintains employment agreements with its executive officers which
extend through 2008. The agreements provide for a base salary, annual bonus to
be determined by the Board of Directors, termination payments, stock options,
non-competition provisions, and other terms and conditions of employment. In
addition, the Company maintains employment agreements with other key employees
with similar terms and conditions. As of December 31, 2006 termination payments
totaling $490,000 remain in effect.
CONSULTING AGREEMENT
The Company entered into an Investor Relations Consulting Agreement dated
December 5, 2006, for a term of one year beginning January 1, 2007, payable
monthly as follows: (i) $5,000 for January, February and March; (ii) $7,500 for
April, May and June; (iii) $8,500 for July, August and September; and (iv)
$9,000 for October, November, and December. Additionally, the Company agreed to
pay the consultant 90,000 warrants with an exercise price of $0.65 per share,
expiring in three years, with immediate vesting on January 1, 2007, and
exercisable at the rate of 7,500 the first day of each month during calendar
2007. The warrants will not be registered under federal or state securities
laws.
LITIGATION, CLAIMS AND ASSESSMENTS
The Company experiences routine litigation in the normal course of its business
and does not believe that any pending litigation will have a material adverse
effect on the Company's financial condition, results of operations or cash
flows.
SERIES A PREFERRED STOCK REGISTRATION RIGHTS AGREEMENT
In connection with the issuance of Series A Preferred Stock, the Company
executed a registration rights agreement ("Agreement") with the purchasers
thereof under which the Company agreed to register the common shares underlying
the Series A Stock and related warrants. The Agreement provides for liquidated
damages in the event the registration statement is not maintained continuously
effective for a period of two years following the March 15, 2005 closing date.
The liquidated damages total an amount equal to one percent (pro-rated for
partial months) of the purchase price of the Series A Stock for each thirty day
period effectiveness of a registration statement is not maintained and two
percent for each thirty day period the registration statement ceases to remain
effective. This registration, which was originally declared effective by the SEC
on July 7, 2005, became ineffective April 30, 2006. The Company updated the
original registration statement by filing amendments on June 6, 2006 and August
22, 2006, and the SEC declared the registration effective September 15, 2006. As
a result, the Company accrued $145,000, included in general and administrative
expense, for damages during the year ended December 31, 2006.
NOTE 11 - SEGMENT AND GEOGRAPHIC INFORMATION
SEGMENT INFORMATION
Sysview operates in one segment, the design, development and delivery of various
imaging technology solutions, most notably scanners, as defined by SFAS 131,
DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION ("SFAS
131").
F-21
GEOGRAPHIC INFORMATION
During the years ended December 31, 2006 and 2005, Sysview recorded net sales
throughout the U.S., Asia and Europe as determined by the final destination of
the product. The following table summarizes total net sales attributable to
significant countries (IN THOUSANDS):
YEAR ENDED DECEMBER 31,
-----------------------------
2006 2005
------------- -------------
U.S. $ 11,677 $ 6,828
Asia 405 706
Europe and other 387 314
------------- -------------
$ 12,469 $ 7,848
============= =============
Substantially all Sysview's identifiable assets are located in the U.S.
NOTE 12 - SUBSEQUENT EVENTS
COMMON STOCK TRANSACTIONS
On March 21, 2007, the Company entered into an agreement with Syscan Technology
Holdings, LTD whereby the Company agreed to forego any further collections
efforts, including legal action, in exchange for the cancellation of 2,600,000
shares of the Company's common stock beneficially owned by Syscan Technology
Holdings, LTD. In addition, both parties mutually agreed to release and
discharge any and all claims that each may have against the other party. The
Company's transfer agent cancelled the shares on March 29, 2007
LINE OF CREDIT
As previously discussed in Note 10, Sysview was not in compliance with all of
the Extended Agreement debt covenants at December 31, 2006. The Company has
remained out of compliance with the Extended Agreement debt covenants through
the date of this filing. Although the Company is currently working with the
lender to extend the waiver, the lender has not agreed to waive any debt
covenant violations subsequent to December 31, 2006. The Company had $987,000
available for use at March 29, 2007.
STOCK OPTION GRANTS
On March 28, 2007, the Board of Directors approved the issuance of 3,036,000
options to purchase the Company's common stock for employees and directors. One
third of the options vested immediately, one third vest on March 28, 2008 and
one third vest on March 28, 2009.
F-22