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: August 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 first quarter ended March 31, 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.
PLASTEC TECHNOLOGIES, LTD.
CONSOLIDATED BALANCE SHEETS
(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)
| | (Unaudited) March 31, | | | (Audited) December 31, | |
| | 2013 | | | 2012 | |
| | HK$ | | | HK$ | |
| | | | | | |
ASSETS | | | | | | | | |
| | | | | | | | |
Current assets | | | | | | | | |
Cash and cash equivalents | | | 282,347 | | | | 309,862 | |
Trade receivables, net of allowances for doubtful accounts of HK$nil, and HK$nil as of December 31, 2012 and March 31, 2013 respectively | | | 235,776 | | | | 257,299 | |
Inventories | | | 81,144 | | | | 97,467 | |
Deposits, prepayment and other receivables | | | 43,558 | | | | 35,471 | |
Total current assets | | | 642,825 | | | | 700,099 | |
| | | | | | | | |
Property, plant and equipment, net | | | 427,037 | | | | 440,383 | |
Prepaid lease payments, net | | | 23,331 | | | | 23,719 | |
Other assets | | | 12,192 | | | | 14,503 | |
Intangible assets | | | 438 | | | | 438 | |
Total assets | | | 1,105,823 | | | | 1,179,142 | |
| | | | | | | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | |
| | | | | | | | |
Current liabilities | | | | | | | | |
Bank borrowings | | | 77,305 | | | | 96,892 | |
Trade payables | | | 124,083 | | | | 151,436 | |
Other payables and accruals | | | 88,927 | | | | 115,715 | |
Tax payable | | | 35,700 | | | | 25,225 | |
Total current liabilities | | | 326,015 | | | | 389,268 | |
| | | | | | | | |
Deferred tax liabilities | | | 11,629 | | | | 11,629 | |
Total liabilities | | | 337,644 | | | | 400,897 | |
| | | | | | | | |
Commitments and contingencies | | | - | | | | - | |
| | | | | | | | |
Shareholders’ equity | | | | | | | | |
Ordinary shares (US$0.001 par value; 100,000,000 authorized 14,292,228 and 13,692,228 shares issued and outstanding as of December 31, 2012 and March 31, 2013 respectively) | | | 107 | | | | 112 | |
Additional paid-in capital | | | 61,775 | | | | 85,332 | |
Accumulated other comprehensive income | | | 15,842 | | | | 14,524 | |
Retained earnings | | | 690,455 | | | | 678,277 | |
Total shareholders’ equity | | | 768,179 | | | | 778,245 | |
| | | | | | | | |
Total liabilities and shareholders’ equity | | | 1,105,823 | | | | 1,179,142 | |
PLASTEC TECHNOLOGIES, LTD.
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Unaudited)
(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)
| | For the 3-month period ended March 31, | |
| | 2013 | | | 2012 | |
| | HK$ | | | HK$ | |
| | | | | | |
Revenues | | | 294,686 | | | | 260,133 | |
Cost of revenues | | | (233,772 | ) | | | (235,632 | ) |
Gross profit | | | 60,914 | | | | 24,501 | |
| | | | | | | | |
Operating expenses, net | | | | | | | | |
Selling, general and administrative expenses | | | (37,944 | ) | | | (20,706 | ) |
Other income | | | 86 | | | | 587 | |
Gain/(loss) on disposal of property, plant and equipment | | | (67 | ) | | | 549 | |
Total operating expenses, net | | | (37,925 | ) | | | (19,570 | ) |
| | | | | | | | |
Income from operations | | | 22,989 | | | | 4,931 | |
| | | | | | | | |
Interest income | | | 51 | | | | 45 | |
Interest expense | | | (388 | ) | | | (660 | ) |
Income before income tax expense | | | 22,652 | | | | 4,316 | |
| | | | | | | | |
Income tax expense | | | (10,474 | ) | | | (1,574 | ) |
Net income | | | 12,178 | | | | 2,742 | |
| | | | | | | | |
Other comprehensive income | | | | | | | | |
Foreign currency translation adjustment | | | 1,318 | | | | 119 | |
Comprehensive income attributable to Plastec Technologies, Ltd. | | | 13,496 | | | | 2,861 | |
| | | | | | | | |
Net income per share: | | | | | | | | |
| | | | | | | | |
Weighted average number of ordinary shares | | | 13,785,561 | | | | 15,028,884 | |
| | | | | | | | |
Weighted average number of diluted ordinary shares | | | 13,785,561 | | | | 15,028,884 | |
| | | | | | | | |
Basic income per share attributable to Plastec Technologies, Ltd. | | HK$ | 0.9 | | | HK$ | 0.2 | |
| | | | | | | | |
Diluted income per share attributable to Plastec Technologies, Ltd. | | HK$ | 0.9 | | | HK$ | 0.2 | |
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 | | | - | | | | - | | | | - | | | | - | | | | 12,178 | | | | 12,178 | |
Share repurchases | | | (600,000 | ) | | | (5 | ) | | | (28,075 | ) | | | - | | | | - | | | | (28,080 | ) |
Capital contribution | | | - | | | | - | | | | 4,518 | | | | - | | | | - | | | | 4,518 | |
Cumulative translation adjustment | | | - | | | | - | | | | - | | | | 1,318 | | | | - | | | | 1,318 | |
Balance at March 31, 2013 | | | 13,692,228 | | | | 107 | | | | 61,775 | | | | 15,842 | | | | 690,455 | | | | 768,179 | |
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 3-month period ended March 31, | |
| | 2013 | | | 2012 | |
| | HK$ | | | HK$ | |
Operating activities | | | | | | | | |
Net income | | | 12,178 | | | | 2,742 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | |
Depreciation and amortization | | | 32,217 | | | | 39,764 | |
Loss/(gain) on disposal of property, plant and equipment | | | 67 | | | | (549 | ) |
Changes in operating assets and liabilities: | | | | | | | | |
Trade receivables | | | 21,523 | | | | (11,218 | ) |
Inventories | | | 16,323 | | | | (486 | ) |
Deposits, prepayment and other receivables | | | (8,087 | ) | | | (6,066 | ) |
Trade payables | | | (27,353 | ) | | | (11,907 | ) |
Other payables and accruals | | | (26,788 | ) | | | (6,477 | ) |
Tax payables | | | 10,474 | | | | 1,901 | |
Net cash provided by operating activities | | | 30,554 | | | | 7,704 | |
| | | | | | | | |
Investing activities | | | | | | | | |
Purchase of property, plant and equipment | | | (11,954 | ) | | | (30,325 | ) |
Proceeds from disposal of property, plant and equipment | | | 350 | | | | 1,147 | |
Deposits for purchase of property, plant and equipment | | | (116 | ) | | | (1,459 | ) |
Net cash used in investing activities | | | (11,720 | ) | | | (30,637 | ) |
| | | | | | | | |
Financing activities | | | | | | | | |
Repurchases of shares | | | (28,080 | ) | | | (181 | ) |
Net repayment of bank borrowings | | | (19,587 | ) | | | (20,427 | ) |
Repayment of capital lease obligations | | | - | | | | (1,112 | ) |
Net cash used in financing activities | | | (47,667 | ) | | | (21,720 | ) |
| | | | | | | | |
| | | | | | | | |
Net decrease in cash and cash equivalents | | | (28,833 | ) | | | (44,653 | ) |
| | | | | | | | |
Effect of exchange rate changes on cash and cash equivalents | | | 1,318 | | | | 110 | |
| | | | | | | | |
Cash and cash equivalents, beginning of period | | | 309,862 | | | | 187,072 | |
Cash and cash equivalents, end of period | | | 282,347 | | | | 142,529 | |
| | | | | | | | |
Supplementary disclosures of cash flow information: | | | | | | | | |
| | | | | | | | |
Interest paid, net | | | 337 | | | | 615 | |
Income taxes paid/(refunded) | | | - | | | | (327 | ) |
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 first quarter ended March 31, 2013 compared to the three months ended March 31, 2012
Revenue for the first quarter ended March 31, 2013 increased by HK$34.6 million or 13.3% to HK$294.7 millioncompared to the corresponding period in the prior year, as a result ofincreased sales orders from existing customers for their new products launchings, and new sales orders solicited from new customers.
Cost of revenue for thefirst quarter ended March 31, 2013 decreased by HK$1.9 million or 0.8% to HK$233.8 million compared to the corresponding period in the prior year. This was mainlyattributable to our efforts in further streamlining the manufacturing process and controlling direct wages and factory overheads, within theproduct mix requirements during the period.
Gross profit increased by HK$36.4 million or 148.6% to HK$60.9 million and gross profit margin, at the same time, increased to 20.7% from 9.4% accordingly, from the corresponding period in the prior year. In addition to our efforts in reducing costs of revenue, the improvement resulted from better margins for those new products launched by our customers compared to lower margins product mix in the corresponding period in the prior year due to the difficult economic environment during that time.
Total selling, general and administrative expenses increased by HK$17.2 million or 83.3% to HK$37.9 million compared to the corresponding period in the prior year mainly as a result of increased salary and allowances for management and administration staff during the period.
Income tax expenses increased by HK$8.9 million or 565.4% to HK$10.5 million compared to the corresponding period in the prior year.Starting from January2013,all our manufacturing operations in the PRC are no longer under processing arrangements but conducted through our wholly foreign-owned enterprises subsidiaries in the PRC. As such, the effective tax rate for the first quarter ended March 31, 2013increased to 46.2% compared to 36.5% in the corresponding period in the prior year.
We recorded net income after tax of HK$12.2 million in the first quarter ended March 31, 2013, compared to net income after tax of HK$2.7 million in the corresponding period in prior year, or increased by 344.1%.
Balance sheet positions as at March 31, 2013 compared to December 31, 2012
Total assets decreased by HK$73.3 million or 6.2% to HK$1,105.8 million as at March 31, 2013 from HK$1,179.1 million compared to the corresponding period in the prior year, which were mainly attributed to a HK$27.5 million decrease in cash and cash equivalents after the cash paid for share repurchased during the period, a HK$21.5 million decrease in trade receivables, a HK$16.3 million decrease in inventories, and a HK$13.3 million decrease in net book value of fixed assets.
Total liabilities decreased by HK$63.3 million or 15.8% to HK$337.6 million as at March 31, 2013 from HK$400.9 million compared to the corresponding period in the prior year, which were mainly attributed to a HK$27.4 million decrease in trade payables, a HK$26.8 million decrease in other payables and accruals, a HK$19.6 million decrease in bank borrowings, against a HKS10.5 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 first quarter ended March 31, 2013, we recorded HK$28.8 million cash outflow as compared to HK$44.7 million cash outflow in the same corresponding period in the prior year. We generated HK$30.6 million cash inflow from operating activities as compared to HK$7.7 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$47.7 million including HK$28.1 million used in share repurchases in January 2013 and HK$19.6 million for net repayment of bank borrowings during the period, while our net cash used in financing activities was HK$21.7 million mainly for net repayment of bank borrowings in the same corresponding period in the prior year. Net cash used in investing activities for this first quarter was HK$11.7 million for purchase of property, plant and equipment, compared to HK$30.6 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.
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: August 1, 2013