April 15, 2003
HARTCOURT COMPANIES INC (HRCT.OB)
Annual Report (SEC form 10KSB)
Item 6. Management's Discussion and Analysis or Plan of Operation
General
The following is a summary of certain information contained in this Report and is qualified in its entirety by the detailed information and financial statements that appear elsewhere herein. Except for the historical information contained herein, the matters set forth in this Report include forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially. These risks and uncertainties are detailed throughout the Report and will be further discussed from time to time in Hartcourt's periodic reports filed with the Commission. The forward-looking statements included in the Report speak only as of the date hereof.
Plan of Operation
The Hartcourt Companies, Inc. is a holding and development enterprise that is building a broad network of Internet, media, and telecommunication companies in Greater China. In partnership with leading Chinese entrepreneurs and government-sponsored entities, Hartcourt is developing and investing in emerging technologies while building an integrated commercial framework for its subsidiaries and their partners. Hartcourt's operative business strategy is designed to establish market-leading position and facilitate a series of venture divestitures via IPO or public mergers in its five main business divisions to fully realize the value of these assets for its investors. The four business divisions are Sinobull Financial Group, Media Services Group, E-learning Group and Hartcourt Capital.
Hartcourt, through a combination of expertly managed internal expansion and accretive strategic acquisitions, is executing plans to provide a sustainable, growing, diversified and profitable revenue base throughout its operations. The company is aggressively identifying and pursuing the best business opportunities available. Through a continued refinement of operational efficiencies, and increasing revenue margins, the Company is providing a clear path to profitability for its current and future businesses."
Results of Operations
Comparison of the fiscal years ended December 31, 2002 and December 31, 2001.
During 2002, Hartcourt continued its previously implemented plan to acquire profitable companies that were in established industries with a history of growth. Since mid-1999, Hartcourt has been focusing on assembling a collection of companies and services that will provide citizens of China with next generation communication services, including China-focused Internet access and financial portals, online share trading services, data broadcasting, and financial services. The Company signed underwriting agreements for the initial public offerings of shares of its two most developed investments, both of which were planned in the year 2001. On January 4, 2002, pursuant to an Agreement of Merger and Plan of Reorganization, Hartcourt's subsidiary Elephant Talk Limited
merged with Staruni Corporation, a California corporation, organized under the laws of California and listed on the over the counter on bulletin board of NASDAQ exchange. Prior to the conclusion of the merger, Hartcourt acquired additional equity in Elephant Talk Limited and retained a 51.7% ownership in ETCI upon conclusion of the merger. Hartcourt plans to eventually build all of its current operations into stand-alone entities that will also be taken public on US and/or Asian Financial markets.
The operations of Hartcourt for 2002 primarily consisted of operations of FTL (58.53% ownership interest), StreamingAsia (85% ownership interest), Sinobull (wholly-owned subsidiary), AI-Asia (wholly-owned subsidiary) and Hartcourt Capital, Inc. (wholly- owned subsidiary) and its investments and advances to entities in China, Hong Kong and US. ElephantTalk (51% ownership interest) and HCTV (66.7% ownership interest) were disposed-off as of September 30, 2002 and June 30 2002 respectively. The operations of Hartcourt for 2001 primarily consisted of operations of FTL (58.53% ownership interest), StreamingAsia (85% ownership interest), ElephantTalk (51% ownership interest), Sinobull (wholly-owned subsidiary), HCTV (66.7% ownership interest), AI-Asia (wholly-owned subsidiary) and Hartcourt Capital, Inc. (wholly-owned subsidiary) and its investments and advances to entities in China, Hong Kong and US.
Net sales and cost of sales. The Company recorded net sales of $1,137,011 in year 2002, compared to $10,621,205 in 2001. Net sales primarily consisted of sales of wireless pagers, rental of equipment, and the related Internet and telephone services provided by FTL; real-time financial data services provided by Sinobull Financial Information using a satellite network to transmit data specializes in stock quotes, futures, indexes and commodities to its customers in China; and StreamingAsia providing web hosting and software development services in audio and video delivery or streaming solutions. The significant drop in sales of 2002 when compared to 2001 is mainly due to the fact that Hartcourt has disposed ETLK of in October 2002. The sales of Elephant Talk covered 72% more of the total sales in 2001. Moreover, the financial sector has been affected badly by the stock market downturn. As a result, most banks and brokerage houses have reduced their spending on data services, causing additional price-cutting among competitors. Cost of sales included cost of capacity associated with the sales recognized from providing telecommunications services, costs associated with in acquiring data-feed from Honk Kong Stock Exchange and various commodities exchanges in China via TV channels and satellite transmissions, equipment rental in providing event real-time Internet broadcasting and on-demand multimedia content delivery and total web solutions. The increase in operating margin is mainly due to the higher margin in financial sector, compared to lower margin in tele-communication services rendered by Elephant Talk only included in 2001.
Selling, general and administrative expenses. SG&A expenses amounted to $2,774,011 for 2002 compared to $7,379,192. Apart from dispose off subsidiaries in 2002, the decrease in SG&A is primarily attributed to reduction in consulting, legal and administrative costs incurred in 2002 as compared to that in 2001. Hartcourt completed the acquisition of Elephant Talk Limited in May 2001, which required significant legal and administrative expense to complete the acquisition. Hartcourt has taken drastic cost cutting measures and deliberately slowed down the development process of all projects on hand. Included in the SG&A expenses in 2002, the Company made bad debt provision amounted to $1,115,963 against these doubtful accounts for prudent purpose. The Company recorded an impairment of $1,563,040 during 2002 to write down certain intangible assets and its investments in Sinobull Group, FTL Group and Streaming
Asia Group. Such expense was not included in the SG&A for the year ended 2002. Hartcourt continued to eliminate less productive units, reduced consulting and legal costs associated due to restructuring of the Company's business in Hong Kong and China.
Impairments. Impairments in year 2002 amounted to $1,563,040 compared to $1,785,262 in the year 2001. As of 31 December 2002, except for Sinobull Group, Hartcourt wrote-off all the goodwill on acquisition of subsidiaries.
Gain on disposal of discontinued operations. Gain on disposal of discontinued operation in 2002 consist of the realized gain of $1,284,048 for disposal of ETCI, and the gain of $659,653 for disposal of HCTV and Topomedia. Hartcourt disposed of the operations of UAC Exchange in 2001 and recognized a gain of $1,060,371.
Loss from discontinued operations. Hartcourt discontinued the operation of ETLK, HCTV and Topomedia during 2002 and incurred $1,020,252 in losses from discontinued operations. The loss in 2001 represents the losses from discontinued operation of UAC exchange.
Gain on extinguishment of debt: During 2001, the Chairman of the Company donated 5,000,000 shares of Hartcourt to the Company. Hartcourt settled a loan payable of $1,862,630 in exchange of 5,000,000 shares of common stock of Hartcourt. The accompanying financial statements at December 31, 2001 reflect the donation of 5,000,000 shares recorded as treasury shares and satisfaction of loan of $1,862,630.
Liquidity and Capital Resources
Hartcourt's principal capital requirements during 2002 were to fund the acquisitions of growth oriented Internet related operating companies in China and Asia. Hartcourt raised substantial funds necessary to carry out its plans of acquisitions by selling its own restricted common shares to accredited investors and bringing in business partners whose contributions included the necessary cash.
As shown in the accompanying financial statements, Hartcourt incurred net losses of $2,550,002 and $5,329,408 for the years ended December 31, 2002 and 2001, respectively. In addition, Hartcourt's working capital deficit of $2,155,058 is not adequate to meet its minimum monthly expenses. These factors, as well as negative cash flows from current operations of $1,852,669, Hartcourt's inability to meet debt obligations, and the need to raise additional funds to accomplish its objectives, create substantial doubt about Hartcourt's ability to continue as a going concern.
Hartcourt has taken certain restructuring steps, which in the management's opinion will provide the necessary capital to continue its operations. These steps included: 1) the settlement of certain matters of litigation and disputes; and 2) signed stock sale agreements with accredited investors to raise in excess of $1,000,000. The Company plans to actively seek funding sources once Hartcourt is able to discontinue and dispose- off all non-profitable assets by selling or spinning-off or restructuring to minimize loss or liability.
Operating activities. The net cash used by operating activities in 2002 amounted to $1,852,669 compared to $1,462,551 in 2001. The net increase in operating activities resulted primarily due to more payments on settle of liabilities in
2002 compared to 2001. It resulted also due to the increase of minority interest offset by increase in depreciation and amortization, increase in shares issued in lieu of compensation and services and other changes in operating activities. In addition, the increase of the cash used in discontinued operations also contributed much to the operational cash flow.
Investing activities. Net cash obtained in investing activities amounted to $2,538,962 during 2002 compared to net cash used of $338,950 during 2001. Net cash flow in during 2002 primarily resulted from the proceeds on notes receivable of $1,039,389 and the proceeds from disposal of investment of $1,597,450. Net cash used in investing activities in 2001 is mainly due to the payment of $823,585 in notes receivable, purchase of property and equipment of $51,721, offset by cash of $690,202 acquired in acquisitions of ElephantTalk, Sinobull Group and StreamingAsia.
Financing activities. Net cash used by financing activities amounted to $878,554 in 2002 compared to net cash provided by financing activities of $1,984,912 during 2001. Hartcourt paid $7,986 for the loans due to related parties, paid $265,691 in net from issuance of common stock and adjustment of share price during 2002, proceeds from shareholders' loan $139,865, made payments on factor $198,205, made payments on long-term debt of $433,299, and made payments on capital lease of $113,238. During 2001, Hartcourt raised $1,988,501 from issuance of common stock, made payments on loans due to related parties amounting to $865,048, made payments of shareholders loans of $999,436, and proceeds of long tern debt of $1,619,807.
The ability of Hartcourt to continue as a going concern is still dependent on its success in obtaining additional financing and fulfilling its plan of restructuring as outlined above.
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