10-Q 1 swlam10q123101.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2001 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________to________. Commission File No. 0-22049 S.W. LAM, INC. ---------------------------------- (Exact name of registrant as specified in its charter) Nevada 62-1563911 --------------------------------- --------------------------------- (State or other jurisdiction (IRS Employer Identification No.) of incorporation or organization) Unit 25-32, 2nd Floor, Block B, Focal Industrial Centre 21 Man Lok Street, Hunghom, Hong Kong ----------------------------------------------- (Address of principal executive offices) (852) 2766 3688 ----------------------------------------------- (Registrant's telephone number, including area code) ----------------------------------------------- (Former name, former address and formal fiscal year, if changed since last report) Check whether the issuer (1) filed all reports required to be filed by section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- As of February 1, 2002, 12,865,000 shares of Common Stock of the issuer were outstanding. S.W. LAM, INC. -------------- INDEX Page Number ------ PART I - FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets - March 31, 2001 and December 31, 2001........1 Consolidated Statements of Operations - For the three months and nine months ended December 31, 2000 and December 31, 2001......................2 Consolidated Statements of Cash Flows - For the nine months ended December 31, 2000 and December 31, 2001...................................3 Notes to Consolidated Financial Statements................................4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.................................................8 Item 3. Quantitative and Qualitative Disclosure About Market Risk.........15 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K..................................16 SIGNATURES....................................................................16 PART I - FINANCIAL INFORMATION Item 1 - Financial Statements S.W. LAM, INC. CONSOLIDATED BALANCE SHEETS (US$,000) (Unaudited) March 31, December 31, ASSETS 2001 2001 ------------ ------------ Cash and cash equivalents $ 0 $ 0 Investment in affiliates 20,369 21,541 ------------ ------------ Total assets $ 20,369 $ 21,541 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liability: Due to a director $ 303 $ 303 Stockholders' Equity: Preferred stock 0 0 Common stock 13 13 Additional paid-in capital 528 528 Retained earnings 19,525 20,697 ------------ ------------ Total stockholders' equity 20,066 21,238 ------------ ------------ Total liabilities and stockholders' equity $ 20,369 $ 21,541 ============ ============ The accompanying notes are an integral part of these consolidated financial statements 1

The accompanying notes are an integral part of these consolidated financial statements 2

The accompanying notes are an integral part of these consolidated financial statements 3 S.W. LAM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) December 31, 2001 1. INTERIM PRESENTATION The interim consolidated financial statements are prepared pursuant to the requirements for reporting on Form 10-Q. These statements include the accounts of S.W. Lam, Inc. (the "Company") and its subsidiary, together with the share of post acquisition results and reserves of its affiliates under the equity method of accounting. The March 31, 2001 balance sheet data was derived from audited financial statements but does not include all disclosures required by generally accepted accounting principles. The interim financial statements and notes thereto should be read in conjunction with the financial statements and notes included in the Company's Form 10-K for the year ended March 31, 2001. In the opinion of management, the interim financial statements reflect all adjustments of a normal recurring nature necessary for a fair statement of the results for the interim periods presented. The current period results of operations are not necessarily indicative of results which ultimately will be reported for the full year ending March 31, 2002. 2. CURRENCY PRESENTATION AND FOREIGN CURRENCY TRANSLATION A substantial portion of the sales, purchases and expenses of the Company's affiliates are in Hong Kong dollars. Management believes that maintaining books and records in Hong Kong dollars will enable financial results and relationships to be measured with more relevance and reliability. In the financial statements of the individual companies within the Group, transactions in other currencies during the period are translated into Hong Kong dollars at the applicable rates of exchange prevailing at the time of the transactions. Monetary assets and liabilities denominated in other currencies are translated into Hong Kong dollars at the applicable rates of exchange in effect at the balance sheet date. All such exchange differences are dealt with in the individual companies' statements of operations. Translation of amounts from Hong Kong dollars ("HK$") to United States dollars ("US$") is for the convenience of readers and has been made at US$1 = HK$7.8. No representation is made that the Hong Kong dollar amounts could have been, or could be, converted into United States dollars at the rate or at any other rate. 4 S.W. LAM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd) (Unaudited) December 31, 2001 3. AFFILIATED COMPANY DISCLOSURE a. Dilution of Interest in Operating Subsidiary -------------------------------------------- On August 23, 2000, the Company's principal operating subsidiary, Hang Fung Gold Technology Limited ("HFGTL") issued 1,632 million shares to New ePoch Holdings International Limited ("NEH") in exchange for a 49.9% interest in New ePoch Information (BVI) Company Limited ("NEI")(the "New ePoch Transaction"). In conjunction with the New ePoch Transaction, HFGTL also entered into a loan agreement for the provision of an interest bearing secured loan facility to NEI of up to the higher of (i) HK$50 million or (ii) the two-thirds of the amount of the net proceeds of equity or debt issues of HFGTL. On August 28, 2000, HFGTL placed 550 million shares to independent investors for HK$62.7 million (the "HFGTL Placement"). As a result of the New ePoch Transaction and the HFGTL Placement: i. the Company's indirect ownership interest in HFGTL decreased from 53.145% to 35% and from 35% to 31.4%; ii. HFGTL and its subsidiaries (including affiliates)(collectively referred to as the "HFGTL Group") are classified as affiliates following the New ePoch Transaction; iii.the Company's consolidated statements of operations reflect the Company's pre- transaction interest and post-transaction proportionate interest in HFGTL Group; iv. the Company's investment in HFGTL Group is reported on the balance sheet under the equity method of accounting; v. the loss, as adjusted, resulting from dilution of the Company's interest in HFGTL amounted to approximately $2,034,000, which was charged to the 2001 consolidated statement of operations. 5 S.W. LAM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd) (Unaudited) December 31, 2001 3. AFFILIATED COMPANY DISCLOSURE (Cont'd) b. Pro Forma Information --------------------- In connection with the New ePoch Transaction and the HFGTL Placement, the Company has presented the following condensed pro forma consolidated statement of operations reflecting the New ePoch Transaction and the HFGTL Placement, as if both transactions had occurred at April 1, 1999. PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS For the Nine Months Ended December 31, 2001 US $000 (Unaudited) Total revenues $ 0 Selling, general and administrative expenses (47) ------- Operating loss (47) Share of profit of affiliates 1,355 ------- Income before income taxes 1,308 Provision for income taxes (136) ------- Net income 1,172 ======= c. Affiliate Operating Results --------------------------- The Company's operations are conducted entirely through HFGTL Group and NEI Group (NEI, its subsidiary and affiliate). As a result of the New ePoch Transaction, from and after August 23, 2000, HFGTL is accounted for as an affiliate of the Company and the operations of HFGTL Group are no longer included in the consolidated results of the Company. 6

7 Item 2. Management's Discussion And Analysis Of Financial Condition And Results Of Operations This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of Securities Exchange Act of 1934. Statements contained herein which are not historical facts are forward-looking statements that involve risks and uncertainties. All phases of the Company's operations are subject to a number of uncertainties, risks and other influences. Therefore, the actual results of the future events described in such forward- looking statements in this Form 10-Q could differ materially from those stated in such forward- looking statements. Among the factors which could cause the actual results to differ materially are the risks and uncertainties described both in this Form 10-Q and the risks, uncertainties and other factors set forth from time to time in the Company's other public reports, filings and public statements. Many of these factors are beyond the control of the Company, any of which, or a combination of which, could materially affect the results of the Company's operations and whether the forward-looking statements made by the Company ultimately prove to be accurate. Dilution of Interest in Operating Subsidiary On August 23, 2000, the Company's principal operating subsidiary, Hang Fung Gold Technology Limited ("HFGTL") issued 1,632 million shares to New ePoch Holdings International Limited ("NEH") in exchange for a 49.9% interest in New ePoch Information (BVI) Company Limited ("NEI")(the "New ePoch Transaction"). On August 28, 2000, HFGTL placed 550 million shares to independent investors for HK$62.7 million (the "HFGTL Placement"). As a result of the New ePoch Transaction and the HFGTL Placement, the Company's indirect ownership interest in HFGTL decreased from 53.145% to 35% and from 35% to 31.4%; HFGTL and its subsidiary (including affiliates) are classified as affiliates following the New ePoch Transaction; the Company's consolidated statements of operations reflect the Company's pre-transaction interest and post-transaction proportionate interest in HFGTL Group; the Company's investment in HFGTL Group is reported on the balance sheet under the equity method of accounting; during fiscal 2001, the Company reported a loss on dilution of equity interest of HFGTL, which was charged to the 2001 consolidated statement of operations. Comparability of Financial Data Prior to the New ePoch Transaction, HFGTL was the principal operating subsidiary of the Company. After the New ePoch Transaction and the HFGTL Placement, the Company's effective percentage of ownership in HFGTL was reduced from 53.145% to 31.4% in August 2000, the accounting treatment of HFGTL and its subsidiaries (including affiliates) changed from subsidiaries to affiliates of the Company. Because the financial statements for the three and nine months ended December 31, 2001 account for HFGTL and its subsidiaries (including affiliates) as affiliates of the Company, prior year comparative financial information may be of limited value. 8

Revenues and Gross Profit. Consolidated revenues for the quarter ended December 31, 2001 were nil as compared to nil for the quarter ended December 31, 2000. The lack of consolidated revenues was attributable to the reclassification of HFGTL Group as affiliates following the New ePoch Transaction in August 2000. Pro forma consolidated revenues were nil for both the 2000 and 2001 quarters. Consolidated gross profit for the quarter ended December 31, 2001 was nil as compared to nil for the quarter ended December 31, 2000. The lack of consolidated gross profit was attributable to the reclassification of HFGTL Group as an affiliate following the New Epoch Transaction in August 2000. Pro forma consolidated gross profit was nil for both the 2000 and 2001 quarters. HFGTL Group. Total revenues of HFGTL Group were $44.9 million for the quarter ended December 31, 2001, a decrease of 5.9% from $47.7 million for the quarter ended December 31, 2000. The decrease in revenues of HFGTL Group for the quarter was primarily attributable to the continued poor economic environment following the events of September 11, particularly outside of Asia, which was partially offset by increased marketing efforts and adoption of a more competitive pricing strategy. 9 Geographically, within Southeast Asia (including Hong Kong and the PRC) sales by HFGTL Group decreased 3% to $36.2 million during the quarter ended December 31, 2001 from $37.3 million during the same period in the prior year. Sales within Southeast Asia accounted for 80.5% of total sales during the current period as compared to 78.2% during the same period in the prior year. Sales in Southeast Asia (not including Hong Kong and the PRC) during the quarter ended December 31, 2001 decreased 48.5% to $3.5 million from $6.8 million for the same period in the prior year due to a shift of marketing efforts to the regions of Hong Kong and the PRC. Outside of Asia (mainly in the United States and Europe), HFGTL Group experienced a 16% decrease in sales with these sales accounting for 19.5% of total sales in the quarter ended December 31, 2001 as compared to 21.8% of total sales in the same period of the prior year. The decrease in sales outside of Asia was attributable to a shift in marketing resources and efforts to, and strong product demand in Hong Kong and the PRC. Sales in Europe decreased approximately 47.8% to $2.4 million for the quarter ended December 31, 2001 from $4.6 million in the same period of the prior year. Sales in the United States increased approximately 10.8% to $4.1 million during the quarter ended December 31, 2001 from $3.7 million in the same period of the prior year. Gross profit of HFGTL Group increased by 2.5% to $6.6 million during the current period from $6.5 million during the same period in the prior fiscal year. Gross margin increased to 14.8% in the current period from 13.5% in the prior fiscal year period. The increase in gross profit percentage during the current period was primarily attributable to improving sales of higher margin products which was partially offset by increased competition, the adoption of a more competitive pricing strategy and the increased sales of gold products of relatively lower profit margin. NEI Group. Total revenues of NEI Group were nil during the current period and the prior year period. NEI Group operations during the current quarter were focused on developing and operating e-commerce trading facilities between the PRC and the rest of the world. Operating Expenses. Consolidated operating expenses for the quarter ended December 30, 2001 were $16,000 as compared to $6,000 for the quarter ended December 30, 2000. The consolidated operating expenses were minimal as a result of the reclassification of HFGTL Group as affiliates following the New ePoch Transaction in August 2000. Pro forma consolidated operating expenses were $16,000 for the current period and $6,000 for the prior year period. HFGTL Group. Total operating expenses of HFGTL Group were $4.3 million for the quarter ended December 31, 2001, an increase of 76.5% from $2.4 million for the quarter ended December 31, 2000. The increase in operating expenses of HFGTL Group for the quarter was primarily attributable to increased selling expenses to support business expansion in Hong Kong and the PRC. NEI Group. Total operating expenses of NEI Group were $200,000 for the quarter ended December 31, 2001, a decrease of 56.5% from $460,000 for the quarter ended December 31, 2000. 10

11 Revenues and Gross Profit. Consolidated revenues for the nine months ended December 31, 2001 were nil as compared to $43.5 million for the nine months ended December 31, 2000. The decrease in consolidated revenues was attributable to the reclassification of HFGTL Group as affiliates following the New ePoch Transaction in August 2000. Pro forma consolidated revenues were nil for both the 2000 and 2001 periods. Consolidated gross profit for the nine months ended December 31, 2001 was nil as compared to $8.3 million for the nine months ended December 31, 2000. The decrease in consolidated gross profit was attributable to the reclassification of HFGTL Group as an affiliate following the New Epoch Transaction in August 2000. Pro forma consolidated gross profit was nil for both the 2000 and 2001 periods. HFGTL Group. Total revenues of HFGTL Group were $124.2 million for the nine months ended December 31, 2001, an increase of 20.6% from $102.9 million for the nine months ended December 31, 2000. The increase in revenues of HFGTL Group for the period was primarily attributable to increased marketing efforts and adoption of a more competitive pricing strategy, which was partially offset by weekness during the third fiscal quarter discussed above. Geographically, within Southeast Asia (including Hong Kong and the PRC) sales by HFGTL Group increased 30.8% to $100.6 million during the nine months ended December 31, 2001 from $76.9 million during the same period in the prior year. Sales within Southeast Asia accounted for 81% of total sales during the current period as compared to 74.7% during the same period in the prior year. Sales within the region increased due to increased marketing efforts in the region, particularly in the PRC, during the current period. Sales in Southeast Asia (not including Hong Kong and the PRC) during the nine months ended December 31, 2001 increased 11.8% to $16.1 million from $14.4 million for the same period in the prior year. Outside of Asia (mainly in the United States and Europe), HFGTL Group experienced a 9.4% decrease in sales with these sales accounting for 19% of total sales in the nine months ended December 31, 2001 as compared to 25.3% of total sales in the same period of the prior year. The decrease in sales outside of Asia was attributable to a shift in marketing resources and efforts to, and strong product demand in Hong Kong and the PRC. Sales in Europe decreased approximately 25.3% to $7.4 million for the nine months ended December 31, 2001 from $9.9 million in the same period of the prior year. Sales in the United States increased approximately 3.1% to $10.1 million during the nine months ended December 31, 2001 from $9.8 million in the same period of the prior year. Gross profit of HFGTL Group increased by 6.5% to $18.3 million during the current period from $17.2 million during the same period in the prior fiscal year. The increase in gross profit was mainly attributable to the increase in revenues. Gross margin decreased to 14.7% in the current period from 16.7% in the prior fiscal year period. The decrease in gross profit percentage during the current period was primarily attributable to increased competition, the adoption of a more competitive pricing strategy and the increased sales of gold products of relatively lower profit margin which was partially offset by the improving sales of higher margin products. 12 NEI Group. Total revenues of NEI Group were nil during the current period and the prior year period. NEI Group operations during the current period were focused on developing and operating e-commerce trading facilities between the PRC and the rest of the world. Operating Expenses. Consolidated operating expenses for the nine months ended December 31, 2001 were $47,000 as compared to $3.7 million for the nine months ended December 31, 2000. The decrease in consolidated operating expenses was attributable to the reclassification of HFGTL Group as affiliates following the New ePoch Transaction in August 2000. Pro forma consolidated operating expenses were $47,000 for the current period and $28,000 for the prior year period. HFGTL Group. Total operating expenses of HFGTL Group were $10.5 million for the nine months ended December 31, 2001, a decrease of 66.9% from $31.6 million for the nine months ended December 31, 2000. The decrease in operating expenses of HFGTL Group for the period was primarily attributable to the adoption of new Statements of Standard Accounting Practice in Hong Kong. As a result, goodwill arising on the New ePoch transaction of approximately $24.1 million, which was eliminated against HFGTL's reserve in August 2000, is reinstated and an impairment loss of approximately $24.1 million has been recognized in the statement of operations for the quarter ended September 30, 2000. It was partially offset by the increased selling expenses to support business expansion in Hong Kong and the PRC. NEI Group. Total operating expenses of NEI Group were $654,000 for the nine months ended December 31, 2001, a decrease of 26.6% from $891,000 for the nine months ended December 31, 2000. Interest Expense, Net. Consolidated interest expense, net, for the nine months ended December 31, 2001 was nil as compared to $508,000 for the nine months ended December 31, 2000. The decrease in consolidated net interest expense was attributable to the reclassification of HFGTL Group as affiliates following the New ePoch Transaction in August 2000. Pro forma consolidated net interest expense were nil for the 2001 period and 2000 period. HFGTL Group. Net interest expense of HFGTL Group was $2.4 million for the nine months ended December 31, 2001, an increase of 46.4% from $1.7 million for the nine months ended December 31, 2000. The increase in net interest expense of HFGTL Group for the period was primarily attributable to increased short-term bank borrowings to support business expansion in Hong Kong and the PRC. Loss on Dilution of Equity Interests in Subsidiaries. The Company reported a loss during the nine month period ended December 31, 2000 in the amount of $1.2 million on the dilution of the Company's effective ownership interest in HFGTL from 53.145% to 35% as a result of the New ePoch Transaction. 13 Share of Profit (Loss) of Affiliates. Consolidated share of profit of affiliates totaled $1.4 million during the nine months ended December 31, 2001 as compared to a loss of $7.4 million during the nine months ended December 31, 2000. Consolidated share of profit of affiliates represents the Company's 31.4% interest in HFGTL Group, including a 49.9% interest in NEI Group owned by HFGTL. Pro forma consolidated share of profit of affiliates totaled $1.4 million for the nine months ended December 31, 2001 and $2.2 million for the nine months ended December 31, 2000. Income Taxes. Consolidated income taxes for the nine months ended December 31, 2001 was $136,000 as compared to $421,000 for the nine months ended December 31, 2000. The decrease in consolidated income tax expense was attributable to the reclassification of HFGTL Group as affiliates following the New ePoch Transaction in August 2000. Pro forma consolidated income tax expense were $136,000 for the 2001 period and $201,000 for the 2000 period. HFGTL Group. Income tax expense of HFGTL Group was $432,000 for the nine months ended December 31, 2001, a decrease of 32.6% from $641,000 for the nine months ended December 31, 2000. The decrease in income tax expense of HFGTL Group for the period was primarily attributable to a decrease in taxable income for the current period compared with the corresponding period in the prior year. Minority Interest. Consolidated minority interest was nil during the nine months ended December 31, 2001 as compared to $1.8 million during the nine months ended December 31, 2000. The decrease in minority interest was attributable to reclassification of HFGTL Group from as subsidiaries to become affiliates following the New ePoch Transaction. Pro forma consolidated minority interest was nil for the periods ended December 31, 2001 and 2000. Financial Condition, Liquidity and Capital Resources The Company had no cash balance and had a working capital deficit of $303,000 at both December 31, 2001 and March 31, 2001. Because of the reclassification of HFGTL Group as affiliates, the Company's balance sheet does not include any of the assets and liabilities of HFGTL Group. For the nine months ended December 31, 2001 no cash was used in operating activities as compared to net cash used in operating activities of $5.8 million for the corresponding period of the prior year. This change resulted from the reclassification of HFGTL Group as affiliates. No cash was used in investing activities during the nine months ended December 31, 2001 compared with $23.1 million used in investing activities during the nine months ended December 31, 2000. This change resulted from the reclassification of HFGTL Group as affiliates. No cash was provided by financing activities during the nine months ended December 31, 2001 compared with $9.4 million provided during the nine months ended December 31, 2000. This change resulted from the reclassification of HFGTL Group as affiliates. 14 The Company had no long term debt at both December 31, 2001 and March 31, 2001. This was attributable to the reclassification of HFGTL Group from as consolidated subsidiaries to become as affiliates. As the Company has no operations other than those conducted by its affiliates, HFGTL Group, the Company has limited liquidity and capital resource requirements. Management believes that its current financial condition is sufficient to meet the Company's anticipated needs for at least the next twelve months and HFGTL Group's cash and working capital is sufficient to meet its anticipated needs for at least the next twelve months. Item 3. Quantitative and Qualitative Disclosure About Market Risk The Company has no material market risk. Sales of the Company's affiliates, HFGTL Group, are denominated in Renminbi (the "Rmb"), U.S. dollars or Hong Kong dollars. Any material fluctuation in the value of the Rmb, the Hong Kong dollars relative to the U.S. dollars would have significant impact on HFGTL Group's operating results. In order to minimize its exposure to fluctuations in the exchange rate of Rmb, HFGTL Group utilities its Rmb revenue to settle the expenses denominated in Rmb incurred in the purchase of raw materials and its production facilities in the PRC. Only the unused Rmb may be subjected to exchange risk. In addition, HFGTL Group's currency risk during the nine months ended December 31, 2001 was immaterial as a result of the "peg" of Hong Kong dollars to the U.S. dollars and therefore no derivative contracts such as forward contracts and options to hedge against foreign exchange fluctuations was considered or made. HFGTL Group's interest expense is subject to the fluctuations of Hong Kong interest rates. The interest rates on the bank loans of HFGTL Group, in the principal amount of approximately $11.7 million, ranged from Hong Kong prime lending rate less 1.75% to Hong Kong prime lending rate plus 3.5% during the nine months ended December 31, 2001. HFGTL Group does not currently hedge its interest rate exposure as HFGTL Group considers that there are (i) no significant changes in Hong Kong interest rates in the foreseeable future, and (ii) no adversely effects on its operation and cash flow even if the applicable prime lending interest rate is increased by 1% in Hong Kong. 15 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits None (b) Reports on Form 8-K Form 8-K, dated December 7, 2001, reporting under Item 9 - Regulation FD Disclosure, the issuance of a press release disclosing the operating results of its affiliate, Hang Fung Gold Technology Limited. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. S.W. LAM, INC. Dated: March 21, 2002 By: /s/ Lam Sai Wing --------------------------- Lam Sai Wing, President and Chief Executive Officer Dated: March 21, 2002 By: /s/ Chan Yam Fai, Jane --------------------------- Chan Yam Fai, Jane Chief Financial Officer 16

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