6-K 1 v360182_6k.htm FORM 6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of: November 2013

 

Commission File Number:000-53826

 

PLASTEC TECHNOLOGIES, LTD.

(Translation of registrant’s name into English)

 

Unit 01, 21/F, Aitken Vanson Centre, 61 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong

(Address of Principal Executive Offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.         Form 20-F x           Form 40-F ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): _____

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): _____

 

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.Yes ¨            No x

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-___________.

 

 
 

 

Unaudited Financial Statements

 

This Report of Foreign Private Issuer on Form 6-K by Plastec Technologies, Ltd. (“we, “us”, “our” or the “Company”) contains the Company’s unaudited financial results for its fiscal year 2013 third quarter and nine months ended September 30, 2013. A copy of the press release issued by the Company announcing such financial results is attached to this report as Exhibit 99.1.

 

Forward Looking Statement

 

This Report of Foreign Private Issuer on Form 6-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These statements relate to future events or the Company’s future financial performance. The Company has attempted to identify forward-looking statements by terminology including “anticipates”, “believes”, “expects”, “can”, “continue”, “could”, “estimates”, “intends”, “may”, “plans”, “potential”, “predict”, “should” or “will” or the negative of these terms or other comparable terminology. These statements are only predictions, uncertainties and other factors may cause the Company’s 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 these forward-looking statements. The information in this Report on Form 6-K is not intended to project future performance of the Company. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot and does not guarantee future results, levels of activity, performance or achievements. The Company’s expectations are as of the date this Report on Form 6-K is filed, and the Company does not intend to update any of the forward-looking statements after the date this Report on Form 6-K is filed to conform these statements to actual results, unless required by law.

 

The forward-looking statements included in this Report on Form 6-K are subject to risks, uncertainties and assumptions about our businesses and business environments. These statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual results of our operations may differ materially from information contained in the forward-looking statements as a result of risk factors some of which include, among other things: continued compliance with government regulations; changing legislation or regulatory environments; requirements or changes affecting the business in which the Company is engaged; industry trends, including factors affecting supply and demand; labor and personnel relations; credit risks affecting the Company's revenue and profitability; changes in the plastic industry; the Company’s ability to effectively manage its growth, including implementing effective controls and procedures and attracting and retaining key management and personnel; changing interpretations of generally accepted accounting principles; general economic conditions; and other relevant risks detailed in the Company’s filings with the Securities and Exchange Commission.

 

 

 

2
 

 

PLASTEC TECHNOLOGIES, LTD.

 

CONSOLIDATED BALANCE SHEETS

(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)

 

 

 

 

   (Unaudited)
 
September 30,
   (Audited)
 
December 31,
 
   2013   2012 
   HK$   HK$ 
         
ASSETS        
Current assets          
Cash and cash equivalents   307,480    309,862 
Trade receivables, net of allowances for doubtful accounts of
HK$nil, and HK$nil as of December 31, 2012 and September 30, 2013, respectively
   266,017    257,299 
Inventories   96,262    97,467 
Deposits, prepayment and other receivables   47,201    35,471 
Total current assets   716,960    700,099 
Property, plant and equipment, net   363,606    440,383 
Prepaid lease payments, net   22,555    23,719 
Other assets   4,971    14,503 
Deferred tax assets   4,288    - 
Intangible assets   438    438 
Total assets   1,112,818    1,179,142 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY          
           
Current liabilities          
Bank borrowings   46,373    96,892 
Trade payables   128,435    151,436 
Other payables and accruals   87,598    115,715 
Tax payable   43,969    25,225 
Total current liabilities   306,375    389,268 
Deferred tax liabilities   -    11,629 
Total liabilities   306,375    400,897 
Commitments and contingencies   -    - 
Shareholders’ equity          
Ordinary shares (US$0.001 par value; 100,000,000 authorized 14,292,228 and 13,524,138
shares issued and outstanding as of December 31, 2012 and September 30, 2013, respectively)
   105    112 
Additional paid-in capital   53,877    85,332 
Accumulated other comprehensive income   17,300    14,524 
Retained earnings   735,161    678,277 
Total shareholders’ equity   806,443    778,245 
Total liabilities and shareholders’ equity   1,112,818    1,179,142 

 

 

 

3
 

PLASTEC TECHNOLOGIES, LTD.

 

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Unaudited)

(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)

 

       
 For the 3-month
period ended
September 30,
   For the 9-month
period ended
September 30,
 
   2013   2012   2013   2012 
    HK$    HK$    HK$    HK$ 
                     
                     
Revenues   286,835    369,234    881,902    982,728 
Cost of revenues   (226,847)   (310,000)   (684,256)   (859,452)
Gross profit   59,988    59,234    197,646    123,276 
                     
Operating expenses, net                    
Selling, general and administrative expenses   (41,379)   (23,003)   (121,104)   (65,676)
Other income   (858)   1,502    1,872    2,620 
Loss on disposal of property, plant and equipment   (13,636)   (1,240)   (16,408)   (1,203)
Total operating expenses, net   (55,873)   (22,741)   (135,640)   (64,259)
                     
Income from operations   4,115    36,493    62,006    59,017 
                     
Interest income   73    50    178    145 
Interest expense   (272)   (596)   (950)   (1,810)
Income before income tax expense   3,916    35,947    61,234    57,352 
                     
Income tax expense   (3,688)   (1,247)   (4,350)   (5,865)
Net income   228    34,700    56,884    51,487 
                     
Other comprehensive income                    
Foreign currency translation adjustment   479    (768)   2,776    (649)
Comprehensive income attributable to
Plastec Technologies, Ltd.
   707    33,932    59,660    50,838 
                     
Net income per share:                    
                     
Weighted average number of ordinary shares   13,594,107    14,292,228    13,681,314    14,498,320 
                     
Weighted average number of diluted
ordinary shares
   13,594,107    14,292,228    13,681,314    14,498,320 
                     
Basic income per share
attributable to Plastec Technologies, Ltd.
   

 

HK$0.0

    

 

HK$2.4

    

 

HK$4.2

    

 

HK$3.6

 
                     
Diluted income per share
attributable to Plastec Technologies, Ltd.
   

 

HK$0.0

    

 

HK$2.4

    

 

HK$4.2

    

 

HK$3.6

 
                     

 

 

 

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PLASTEC TECHNOLOGIES, LTD.

 

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited)

(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)

 

 

 

   Ordinary shares       Accumulated         
   Number of shares
outstanding
   Amount   Additional
paid-in
capital
   other
comprehensive
income
   Retained
earnings
   Shareholders’
equity
 
         HK$    HK$    HK$    HK$    HK$ 
Balance at April 30, 2012
and at May 1, 2012
   14,352,903    112    77,967    15,514    618,454    712,047 
                               
Net income for the year   -    -    -    -    59,823    59,823 
Share repurchases   (60,675)   -    (2,840)   -    -    (2,840)
Capital contribution   -    -    10,205    -    -    10,205 
Cumulative translation
adjustment
   -    -    -    (990)   -    (990)
 
Balance at December 31, 2012
and at January 1, 2013
   14,292,228    112    85,332    14,524    678,277    778,245 
                               
Net income for the period   -    -    -    -    56,884    56,884 
Share repurchases   (768,090)   (7)   (35,940)   -    -    (35,947)
Warrant repurchases(Note)             (33)             (33)
Capital contribution   -    -    4,518    -    -    4,518 
Cumulative translation
adjustment
   -    -    -    2,776    -    2,776 
 
Balance at September 30, 2013
   13,524,138    105    53,877    17,300    735,161    806,443 
                               

 

Note: 85,000 warrants were re-purchased during the period

 

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PLASTEC TECHNOLOGIES, LTD.

 

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

 

(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)

 

 

     
   For the 9-month
period ended September 30,
 
   2013   2012 
    HK$    HK$ 
Operating activities          
Net income   56,884    51,487 
Adjustments to reconcile net income to net cash provided by operating activities:          
Depreciation and amortization   95,405    118,375 
Loss on disposal of property, plant and equipment   16,408    1,203 
Deferred tax credit   (15,917)   - 
Changes in operating assets and liabilities:          
Trade receivables   (8,718)   (76,547)
Inventories   1,205    13,285 
Deposits, prepayment and other receivables   (11,730)   (8,785)
Trade payables   (23,001)   9,657 
Other payables and accruals   (28,117)   20,120 
Tax payables   18,744    6,192 
Net cash provided by operating activities   101,163    134,987 
           
Investing activities          
Purchase of property, plant and equipment   (23,281)   (69,066)
Proceeds from disposal of property, plant and equipment   3,811    12,491 
Deposits for purchase of property, plant and equipment   (353)   (9,988)
Net cash used in investing activities   (19,823)   (66,563)
           
Financing activities          
Repurchases of shares and/or warrants   (35,979)   (3,020)
Net repayment of bank borrowings   (50,519)   (28,015)
Repayment of capital lease obligations   -    (1,526)
Net cash used in financing activities   (86,498)   (32,561)
           
           
Net (decrease)/increase in cash and cash equivalents   (5,158)   35,863 
           
Effect of exchange rate changes on cash and cash equivalents   2,776    (400)
           
Cash and cash equivalents, beginning of period   309,862    187,089 
Cash and cash equivalents, end of period   307,480    222,552 
           
Supplementary disclosures of cash flow information:
          
Interest paid, net   772    1,665 
Income taxes paid/(refunded)   881    (327)

 

 

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Plastec Technologies, Ltd.

Management discussion and analysis

 

General

 

The unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“USGAAP”). The preparation of financial statements in conformity with USGAAP requires management to make estimates and assumptions that reported amounts of assets and liabilities at the date of the financial statements and the amount of expenses reported during the period. Actual results could differ from those estimates. Unless otherwise indicated, all financial information presented in HK$ may be converted to US$ using the exchange rate of 7.8 HK$ for every 1 US$.

 

Results of Operations

 

Operating results for the third quarter ended September 30, 2013 compared to the third quarter ended September 30, 2012

 

We recorded an approximately 22.3% decline in revenue for the third quarter ended September 30, 2013 to HK$286.8 million compared to the corresponding period in the prior year. The decrease in revenue was primarily a result of our continued focus on soliciting relatively high margins products and not seeking sales orders with thin margins.

 

Despite the revenue decline, we recorded increased gross profit by approximately 1.3% to HK$60.0 million compared to the corresponding period in the prior year. The increased gross profit was attributable to better margins on our products compared to the corresponding period in the prior year, and also our on-going efforts in streamlining our manufacturing process and controlling direct wages and factory overheads. Gross profit margin improved to 20.9% from 16.0% compared to the corresponding period in the prior year.

 

Income before income tax expenses decreased by approximately 89.1% to HK$3.9 million compared to the corresponding period in the prior year. The decrease resulted from increased selling, general and administrative expenses and loss on write off of fixed assets.

 

Total selling, general and administrative expenses increased by approximately 79.9% to HK$41.4 million compared to the corresponding period in the prior year, mainly due to increased salary and allowances for supervisory and administrative staff during the period. We recorded a loss on write off of fixed assets, owing to the streamlining of our manufacturing plants, in the amount of HK$13.6 million compared to loss of HK$1.2 million in the corresponding period in the prior year.

 

Income tax expense was HK$3.7 million compared to HK$1.2 million in the corresponding period in the prior year, which included a net tax debit of HK$4.4 million to the income statement following the disposals of certain fixed assets in the second quarter ended June 30, 2013.

 

Net income after tax decreased by approximately 99.3% to HK$0.2 million in the third quarter ended September 30, 2013, compared to net income after tax of HK$34.7 million in the corresponding period in prior year.

 

Operating results for the nine months ended September 30, 2013 compared to the nine months ended September 30, 2012

 

Revenue for the nine months ended September 30, 2013 decreased by approximately 10.3% to HK$881.9 million compared to the corresponding period in the prior year. The decrease in revenue was primarily a result of our continued focus on sales orders with relatively high margins products as described above. We reported increase in both gross profit and gross profit margin to HK$197.6 million and 22.4% respectively, which were increased from HK$123.3 million and 12.5% respectively in the corresponding period in the prior year. The improvement resulted from better margins sales orders that we solicited for, and our on-going efforts in streamlining our manufacturing process and controlling direct wages and factory overheads for the period.

 

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Total selling, general and administrative expenses increased by approximately 84.4% to HK$121.1 million compared to the corresponding period in the prior year. Beginning this year, manufacturing operation under processing factories had been fully taken over by our wholly foreign-owned enterprise subsidiaries. As a result, certain factory expenses were accounted and classified under administrative expenses in the financial statements of the wholly foreign-owned enterprises, including increased salary and allowances for supervisory and administrative staff. We recorded a loss on disposal/write off of certain fixed assets in the amount of HK$16.4 million as compared to loss for HK$1.2 million in the corresponding period in the prior year.

 

Income before income tax expenses increased by approximately 6.8% to HK$61.2 million compared to the corresponding period in the prior year. Income tax expense was HK$4.4 million compared to HK$5.9 million in the corresponding period in the prior year.

 

We recorded net income after tax of HK$56.9 million in the nine months ended September 30, 2013, compared to net income after tax of HK$51.5 million in the corresponding period in prior year, or an increase of approximately 10.5%.

 

Balance sheet positions as at September 30, 2013 compared to December 31, 2012

 

Total assets decreased by HK$66.3 million or approximately 5.6% to HK$1,112.8 million as at September 30, 2013 compared to HK$1,179.1 million as at December 31, 2012. This decrease was mainly attributed to a HK$76.8 million decrease in net book value of fixed assets and a HK$9.5 million decrease in other assets, against a HK$11.7 million increase in deposits, prepayment and other receivables and a HK$8.7 million increase in trade receivables.

 

Total liabilities decreased by HK$94.5 million or approximately 23.6% to HK$306.4 million as at September 30, 2013 compared to HK$400.9 million as at December 31, 2012. This decrease was mainly attributed to a HK$50.5 million decrease in bank borrowing, a HK$28.1 million decrease in other payables and accruals, a HK$23.0 million decrease in trade payables, and HK$11.6 million elimination in deferred tax liabilities, against a HK$18.7 million increase in tax payable.

 

Cashflow analysis

 

We have relied primarily upon internally generated funds and bank borrowings to finance our operations and expansion.

 

For the nine months ended September 30, 2013, we recorded HK$5.2 million cash outflow as compared to HK$35.9 million cash inflow in the same corresponding period in the prior year, arising from decreased cash provided by operating activities, but increased cash used in investing activities and financing activities during the period.

 

We generated HK$101.2 million cash inflow from operating activities as compared to HK$135.0 million cash inflow in the same corresponding period in the prior year. The increase was mainly offset by net cash used in financing activities of HK$86.5 million including HK$36.0 million used in repurchases of shares and publicly held warrants and HK$50.5 million for net repayment of bank borrowings during the period, while our net cash used in financing activities was HK$32.6 million mainly for net repayment of bank borrowings in the same corresponding period in the prior year. Net cash used in investing activities for the period was HK$19.8 million mainly for purchase of property, plant and equipment, compared to HK$66.6 million in the same corresponding period in the prior year which included the new buildings construction in our Shenzhen plant in the PRC.

 

Off-Balance Sheet Arrangements

 

The Company has not entered into any financial guarantees or other commitments to guarantee the payment obligations of third parties. The Company has not entered into any derivative contracts that are indexed to its shares and classified as shareholder’s equity or that are not reflected in its combined financial statements. Furthermore, the Company does not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. The Company does not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to it or that engages in leasing, hedging or research and development services with the Company. There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, net sales or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to an investor.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

  PLASTEC TECHNOLOGIES, LTD.
   
  By:  /s/ Kin Sun Sze-To  
  Name: Kin Sun Sze-To
  Title: Chief Executive Officer
     

 

 

Dated: November 13, 2013

 

 

 

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