Filed Pursuant to Rule 424(b)(3)
SEC File No. 333-185212
Prospectus Supplement No. 3
(To Prospectus dated July 29, 2013)
Plastec Technologies, Ltd.
This Prospectus Supplement No. 3 amends and supplements the Prospectus dated July 29, 2013 originally relating to (A) 13,935,057 ordinary shares and 1,181,122 warrants of Plastec Technologies, Ltd. that may be sold from time to time by the Selling Securityholders set forth in the Prospectus and (B) the issuance of (i) 3,520,000 ordinary shares underlying outstanding warrants issued in our IPO pursuant to a prospectus dated November 19, 2009, (ii) 289,625 ordinary shares and 289,625 warrants underlying unit purchase options originally issued to the underwriters in our IPO and their designees and 289,625 ordinary shares underlying the warrants included in the unit purchase options, and (iii) 1,181,122 ordinary shares underlying warrants sold in a private placement taking place simultaneously with our IPO to certain of our insiders to the extent such warrants are transferred prior to exercise, so that such warrants and unit purchase options may be exercised by their holders.
We will not receive any proceeds from the sale of the securities under this prospectus, although we could receive proceeds from the exercise of warrants and unit purchase options covered by the Prospectus. Any amounts we receive from such exercises will be used for working capital and other general corporate purposes.
The securities are being registered to permit the Selling Securityholders to sell the securities from time to time in the public market at prices determined by the prevailing market prices or in privately negotiated transactions. Information regarding the Selling Securityholders, the amounts of ordinary shares and warrants that may be sold by them and the times and manner in which they may offer and sell the ordinary shares and warrants under this prospectus is provided under the sections titled “Selling Securityholders” and “Plan of Distribution,” respectively, in the Prospectus. We do not know when or in what amount the Selling Securityholders may offer the securities for sale. The Selling Securityholders may sell any, all, or none of the securities offered by this prospectus.
Our ordinary shares and warrants are quoted on the OTC Bulletin Board under the symbols “PLTYF” and “PLTWF,” respectively. As of November 12, 2013, the closing sale price of our ordinary shares was $6.50 per share and the closing sale price of our warrants was $0.05 per warrant.
This Prospectus Supplement No. 3 is being filed to include the information set forth in the Report of Foreign Private Issuer on Form 6-K filed on November 13, 2013, which is set forth below. This Prospectus Supplement No. 3 should be read in conjunction with the Prospectus dated July 29, 2013, and all amendments and supplements thereto, which are to be delivered with this prospectus supplement. This Prospectus Supplement No. 3 is not complete without, and may not be delivered or utilized except in conjunction with, the Prospectus, including any amendments or supplements thereto.
Filed Pursuant to Rule 424(b)(3)
SEC File No. 333-185212
Investing in our securities involves significant risks. See the section entitled “Risk Factors” beginning on page 5 of the Prospectus to read about factors you should consider before buying our securities.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement No. 3 is November 13, 2013.
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-Fx 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 ¨ Nox
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.
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$0.001 par value; 100,000,000 authorized 14,292,228 and 13,524,138 shares issued and outstanding as of December 31, 2012 and September 30, 2013, respectively) | | | 105 | | | | 112 | |
Additional paid-in capital | | | 53,877 | | | | 85,332 | |
Accumulated other comprehensive income | | | 17,300 | | | | 14,524 | |
Retained earnings | | | 735,161 | | | | 678,277 | |
Total shareholders’ equity | | | 806,443 | | | | 778,245 | |
Total liabilities and shareholders’ equity | | | 1,112,818 | | | | 1,179,142 | |
PLASTEC TECHNOLOGIES, LTD.
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Unaudited)
(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)
| | | | | |
| For the 3-month period ended September 30, | | | For the 9-month period ended September 30, | |
| | 2013 | | | 2012 | | | 2013 | | | 2012 | |
| | | HK$ | | | | 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$3.6 | |
| | | | | | | | | | | | | | | | |
PLASTEC TECHNOLOGIES, LTD.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited)
(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)
| | Ordinary shares | | | | | | Accumulated | | | | | | | |
| | Number of shares outstanding | | | Amount | | | Additional paid-in capital | | | other comprehensive income | | | Retained earnings | | | Shareholders’ equity | |
| | | | | | | HK$ | | | | 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
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 | ) |
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 endedSeptember30, 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.
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.
Werecorded 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.
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

plastec technologies Reports UNAUDITED FISCAL 2013 Third QUARTER
and Nine-month FINANCIAL RESULTS
Hong Kong – November 13, 2013 – Plastec Technologies, Ltd. - (OTCBB: PLTYF (ordinary shares), PLTWF (warrants), PLTEF (units)) (“Plastec” or the “Company”), an integrated plastic manufacturing services provider that operates in the People’s Republic of China, today reported unaudited financial results for the fiscal 2013 third quarter and nine months ended September 30, 2013.See attached tables at the end of this release in Hong Kong dollars (HKD). All other amounts in this press release are presented in U.S. dollars (USD) with a conversion rate of US$1.0: HK$7.8.
FY 2013 Q3 Financial and Operating Highlights
(all comparisons to same period of prior year)
| · | Sales of $36.8 million, a decrease of 22.2% as a result of a reduction in lower margin product orders from existing customers |
| · | Gross margin of 20.9%, compared to 16.1%, resulting primarily from streamlining of production costs during period and a more favorable product mix |
| · | Adjusted EBITDA of $6.4 million, compared to $9.8 million |
| · | Net income of $29,000, or $0.00 per diluted share based on 13.6 million diluted shares outstanding, compared to $4.4 million, or $0.31 per diluted share based on 14.3 million diluted shares outstanding |
Fiscal 2013 Nine-Month Financial and Operating Highlights
(all comparisons to same period of prior year)
| · | Sales of $113.1 million, a decrease of 10.2% |
| · | Gross margin of 22.4%, compared to 12.5% |
| · | Adjusted EBITDA of $22.0 million, compared to $22.6 million |
| · | Net income of $7.3 million, or $0.54 per diluted share based on 13.7 million diluted shares outstanding, compared to $6.6 million, or $0.46 per diluted share based on 14.5 million diluted shares outstanding |
| · | $13.0 million in cash generated from operations for the nine months ended September 30, 2013, compared to $17.3 million |
Balance Sheet Highlights (at September 30, 2013)
| · | $52.6 million in working capital at September 30, 2013, compared to $39.9 million at December 31, 2012 |
Management Comments
Mr. Kin Sun Sze-To, Chairman of Plastec, stated, “We continue to focus our operations on higher margin product orders, concentrating our business on precision molding design and finishing services that provide a strong value proposition for customers. During this period, Plastec avoided lower margin product orders, which led to lower revenues. However, we were pleased to continue to report incremental margin improvement in the third quarter.”
Mr. Sze-To continued, “While our industry has encountered challenges from a slower macro environment, we feel that Plastec’s long-standing customer relationships and quality of service has allowed our Company to continue growing. We are always re-investing free cash flow in our assets to provide our customers with the latest technology and ability to perform a wide number of intricate designs with a low default. We have production facilities in Guangdong and Jiangsu Provinces, along with another in Thailand. These are located strategically next to our major customers, allowing our Company to provide just-in-time deliveries while also serving as a geographical advantage over potential competitors. We believe that these locations provide Plastec with the physical capacity to meet any increased demand in output.”
Plastec Technologies, Ltd. | | Page 2 |
November 13, 2013 | | |
Selected Financial Highlights |
(USD$ in millions, except number of shares and per share data) |
(Results and percentages rounded to the nearest tenth) |
| 3 months ended Sept 30, 2013 | | 3 months ended Sept 30, 2012 | Percentage Change | | 9 months ended Sept 30, 2013 | | 9 months ended Sept 30, 2012 | Percentage Change |
Sales | $36.8 | | $47.3 | -22.2% | | $113.1 | | $126.0 | -10.2% |
Cost of Revenues | $29.1 | | $39.7 | -26.7% | | $87.7 | | $110.2 | -20.4% |
Gross Profit | $7.7 | | $7.6 | 1.3% | | $25.3 | | $15.8 | 60.1% |
Gross Profit Ratio | 20.9% | | 16.1% | | | 22.4% | | 12.5% | |
| | | | | | | | | |
Income from Operations | $0.5 | | $4.7 | -89.4% | | $7.9 | | $7.6 | 3.9% |
Operating Margin | 1.4% | | 9.9% | | | 7.0% | | 6.0% | |
| | | | | | | | | |
Net Income | $0.03 | | $4.4 | -99.3% | | $7.3 | | $6.6 | 10.6% |
Net Margin | 0.1% | | 9.3% | | | 6.5% | | 5.2% | |
| | | | | | | | | |
Weighted Average Number of Diluted Shares Outstanding | 13,594,107 | | 14,292,228 | | | 13,681,314 | | 14,498,320 | |
Diluted EPS | $0.00 | | $0.31 | -100.0% | | $0.54 | | $0.46 | 17.4% |
Adjusted EBITDA* | $6.4 | | $9.8 | -34.7% | | $22.0 | | $22.6 | -2.7% |
* Reconciliation table at end of release
Balance Sheet Highlights (USD$ in Millions) |
| 9/30/2013 | | 12/31/2012 | Percentage Change |
| | | | |
Cash and Cash Equivalents | $39.4 | | $39.7 | -0.8% |
Total Current Assets | $91.9 | | $89.8 | 2.3% |
Total Assets | $142.7 | | $151.2 | -5.6% |
Working Capital | $52.6 | | $39.9 | 31.8% |
Total Long-term Debt | 0 | | 0 | |
Total Liabilities | $39.3 | | $51.4 | -23.5% |
Shareholders’ Equity | $103.4 | | $99.8 | 3.6% |
Total Liabilities and Shareholders' Equity | $142.7 | | $151.2 | -5.6% |
2013 Third Quarter and First Nine Month Financial Review
| · | Total sales for the three months ended September 30, 2013 decreased to $36.8 million from $47.3 million in the prior-year period. The decline in total sales was largely due to a reduction in lower margin product orders. Total sales for the nine months ended September 30, 2013 were $113.1 million, compared to $126.0 million in the first nine months of 2012. |
| · | Despite lower sales during the quarter, the Company’s gross profit increased by 1.3% to $7.7 million during the three-month period ended September 30, 2013, and gross profit margin improved to 20.9% from 16.1% for the prior year period. The increase in gross profit and margin was due to a number of factors: a focus on new models from existing customers, which typically carry a much higher margin than second generation orders; a reduction in costs of revenues resulting from the Company’s efforts to further streamline its manufacturing process and reducing capacity where necessary. For the nine months ended September 30, 2013, the Company’s gross profit was $25.3 million, or 22.4% of revenues, compared to $15.8 million, or 12.5% of revenues, in the prior-year period. |
| · | Income from operations was $0.5 million, or 1.4% of revenues, during the three months ended September 30, 2013, compared to $4.7 million, or 9.9%, in the prior-year period. The Company reported a loss of $1.7 million during the three-month period due to a write off of fixed assets, arising from its efforts in streamlining its manufacturing plants. For the first nine months of 2013, the Company reported income from operations of $7.9 million, or 7.0%, compared to $7.6 million, or 6.0%, during the first nine months of 2012. |
Plastec Technologies, Ltd. | | Page 3 |
November 13, 2013 | | |
| · | Adjusted EBITDA for the three months ended June 30, 2013 was $6.4 million, compared to $9.8 million in the prior-year period. For the first nine months of 2013, adjusted EBITDA was $22.0 million, compared to $22.6 million in the first nine months of 2012. |
| · | Net income for the three months ended September 30, 2013 was $29,000, or $0.00 per share based on approximately 13.6 million weighted average diluted shares outstanding, compared to $4.4 million, or $0.31 per share based on approximately 14.3 million weighted average diluted shares, in the prior-year period.For the nine months ended September 30, 2013,net income was $7.3 million, or $0.54 per share based on approximately 13.7 million weighted average diluted shares outstanding, compared to $6.6 million, or $0.46 per share based on approximately 14.5 million weighted average diluted shares, in the prior-year period. |
Share Repurchase Update
In September 2013, the Company announced the completion of its previously announced repurchase plan of up to $5 million of its ordinary shares and warrants, which was subject to expire on December 9, 2013. At the completion of the plan, Plastec had repurchased 832,765 shares and 85,000 warrants thereunder. The Company subsequently announced a new 12-month repurchase plan through September 25, 2014, allowing Plastec to purchase up to $5 million of its ordinary shares and warrants in both open market and privately negotiated transactions at the discretion of the Company’s management and as market conditions allow. As of the date of this press release, Plastec had repurchased 586,010 shares and 22,000 warrants under the current plan.
About Plastec
Originally founded in 1993 by Chairman and CEO, Mr. Kin Sun Sze-To, Plastec is an integrated plastic manufacturing services provider that operates in the People’s Republic of China through its wholly owned subsidiaries. With over 5,000 employees, Plastec provides precision plastic manufacturing services from mold design and fabrication, plastic injection manufacturing to secondary-process finishing, as well as parts assembly.
Forward Looking Statements
This press release contains “forward-looking statements.” These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Actual results may differ from expectations, estimates and projections and, consequently, you should not rely on these forward looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements.
CONTACT:
Plastec Technologies, Ltd.
HL Ning, Chief Financial Officer
ning@plastec.com.hk
Eli D. Scher, Director
eli@plastec.com.hk
INVESTOR RELATIONS:
The Equity Group Inc.
Adam Prior, Senior Vice President
(212) 836-9606
aprior@equityny.com
In China
Katherine Yao, Associate
86 10 6587 6435
kyao@equityny.com
Plastec Technologies, Ltd. | | Page 4 |
November 13, 2013 | | |
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$3.6 | |
| | | | | | | | | | | | | | | | |
Plastec Technologies, Ltd. | | Page 5 |
November 13, 2013 | | |
PLASTEC TECHNOLOGIES, LTD.
CONSOLIDATED BALANCE SHEETS
(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)
| | (Unaudited) September 30, | | | (Audited) December 31, | |
| | 2013 | | | 2012 | |
| | HK$ | | | 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$0.001 par value; 100,000,000 authorized 14,292,228 and 13,524,138 shares issued and outstanding as of December 31, 2012 and September 30, 2013, respectively) | | | 105 | | | | 112 | |
Additional paid-in capital | | | 53,877 | | | | 85,332 | |
Accumulated other comprehensive income | | | 17,300 | | | | 14,524 | |
Retained earnings | | | 735,161 | | | | 678,277 | |
Total shareholders’ equity | | | 806,443 | | | | 778,245 | |
| | | | | | | | |
Total liabilities and shareholders’ equity | | | 1,112,818 | | | | 1,179,142 | |
| | | | | | | | |
Plastec Technologies, Ltd. | | Page 6 |
November 13, 2013 | | |
PLASTEC TECHNOLOGIES, LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)
| | | | | | |
| | For the 9-month period ended September 30, | |
| | 2013 | | | 2012 | |
| | HK$ | | | 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 | ) |
Plastec Technologies, Ltd. | | Page 7 |
November 13, 2013 | | |
PLASTEC TECHNOLOGIES, LTD.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Unaudited)
(Hong Kong dollars in thousands)
| | | | Three Months Ended | | | Nine Months Ended |
| | | | September 30 | | September 30 | | | September 30 | | September 30 |
| | | | 2013 | | 2012 | | | 2013 | | 2012 |
| | | | HKD | | HKD | | | HKD | | HKD |
Net Income (note) | | 14,722 | | 34,438 | | | 71,420 | | 50,070 |
| | | | | | | | | | | |
Plus | Interest expenses | | 272 | | 596 | | | 950 | | 1,810 |
Minus | Interest incomes | | (73) | | (50) | | | (178) | | (145) |
Plus | Income tax expenses | 3,688 | | 1,247 | | | 4,350 | | 5,865 |
| | | | | | | | | | | |
Income from operations | | 18,609 | | 36,231 | | | 76,542 | | 57,600 |
| | | | | | | | | | | |
Plus | Depreciation and Amortization | 30,896 | | 40,137 | | | 95,405 | | 118,375 |
| | | | | | | | | | | |
Adjusted EBITDA | | 49,505 | | 76,368 | | | 171,947 | | 175,975 |
| | | | | | | | | | | |
Note: Excl. other incomes and gain/(loss) on disposals | | | | | | | | |
| | | | | | | | | | | | |
This press release includes financial information (EBITDA) not derived in accordance with generally accepted accounting principles or international financial reporting standards. Plastec believes that the presentation of such financial information provides more useful information to investors as it indicates more clearly Plastec’s future performance. EBITDA was derived by taking earnings before interest expense (net), taxes, depreciation and amortization