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 December 2015

Commission File Number: 001-14812

 

 

GLOBAL-TECH ADVANCED

INNOVATIONS INC.

(Translation of Registrant’s Name into English)

 

 

12/F., Kin Teck Industrial Building, 26 Wong Chuk Hang Road, Aberdeen, Hong Kong

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of 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-            .

 

 

 


On Tuesday, December 1, 2015, Global-Tech Advanced Innovations Inc. issued a press release announcing the operating results for its second quarter for fiscal 2016. A copy of the press release is attached hereto as Exhibit 1.


SIGNATURES

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, thereunto duly authorized.

Dated: December 3, 2015

 

GLOBAL-TECH ADVANCED INNOVATIONS INC.
By:  

/s/    Brian Yuen        

  Brian Yuen
  Assistant Secretary


EXHIBIT INDEX

 

Exhibit

Number

  

Description

1    Press release dated December 1, 2015


Exhibit 1

 

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   Release:    IMMEDIATE RELEASE
   Contact:   

Cecilia Au-Yeung

Global-Tech Advanced Innovations Inc.

Telephone: Hong Kong (852) 2814-0601

investorrelations@global-webpage.com

   Web Page:    http://global-webpage.newshq.businesswire.com

GLOBAL-TECH ADVANCED INNOVATIONS REPORTS

SECOND QUARTER RESULTS FOR FISCAL 2016

Hong Kong, December 1, 2015 — Global-Tech Advanced Innovations Inc. (NASDAQ: GAI) today announced its financial results for the quarter ended September 30, 2015 (the Company’s second quarter of fiscal 2016).

Net sales for the second quarter of fiscal 2016 were $20.1 million, compared to $21.1 million for the corresponding quarter in fiscal 2015. Net loss for the second quarter of fiscal 2016 was $2.2 million, or $0.72 per share, compared to a net loss of $2.2 million, or $0.74 per share, for the second quarter of fiscal 2015.

Net sales for the six months ended September 30, 2015 were $35.4 million, compared to $45.7 million in the corresponding six-month period in fiscal 2015. Net loss for the first six months of fiscal 2016 was $3.2 million, or $1.06 per share, compared to a net loss of $2.5 million, or $0.83 per share, for the first half of fiscal 2015.

John C.K. Sham, the Company’s President and Chief Executive Officer, said: “Operating results for the second quarter of fiscal 2016 were similar to the corresponding period in fiscal 2015, with realized cost and operating efficiencies being offset by declining commodity pricing. The nature of the CCM business and eroding margins is unlikely to change in the foreseeable future as capacity in China continues to grow.”

Mr. Sham continued, “Despite the challenges facing our CCM business, we are increasing our efforts to improve the progress of our medical device technology. We continue to focus on marketing and R&D and are hopeful that this business could eventually improve our operating results.”

Mr. Sham concluded, “Given the commoditization of the CCM business, we continue to work on strategic alternatives to enhance shareholder value. We are hopeful that our cost-reduction efforts will begin to have a positive impact on operating results as we expect inflationary pressures to ease as the Chinese economy slows.”

Recent Developments

Announced Receipt of “Going Private” Offer

On August 1, 2015, the Company’s board of directors (the “Board”) received an unsolicited preliminary non-binding proposal letter (the “Proposal Letter”), dated August 1, 2015, from Mr. John C.K. Sham, President and Chief Executive Officer of the Company, and certain of his controlled or affiliated entities (collectively, the “Acquirer”), proposing a potential

 

 

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offer to acquire all of the outstanding common shares of the Company (the “Offer”) not already beneficially owned or controlled by the Acquirer for $8.75 in cash per share (“Shares”). According to the Proposal Letter, the Acquirer plans to form an acquisition company for the purpose of implementing the Offer, and the Offer is intended to be financed with a combination of cash and debt.

On August 5, 2015, in response to the Proposal Letter received by the Board from the Acquirer, the Board formed a special committee of independent directors who are not affiliated with the Acquirer (the “Special Committee”) to consider potential transactions involving the Company, including the previously announced Proposal Letter. The Special Committee consists of Mr. Barry J. Buttifant and Mr. Patrick Po-On Hui, with Mr. Buttifant acting as the chairman of the Special Committee.

Since August 2015, the Special Committee has retained Houlihan Lokey (China) Limited as its independent financial advisor, Cleary Gottlieb Steen & Hamilton LLP as its United States legal counsel and Maples & Calder as its British Virgin Islands legal counsel to assist in the evaluation of potential transactions involving the Company, including the Proposal Letter received by the Board from the Acquirer.

The Special Committee cautions the Company’s shareholders and others considering trading its securities that the Special Committee is continuing its evaluation of the Offer or other alternatives and that, at this time, no decisions have been made by the Special Committee with respect to the Company’s response to the Offer. There can be no assurance that any definitive offer will be made, that any definitive agreement will be executed or that the Offer or any other transaction will be approved or consummated.

 

 

Global-Tech Advanced Innovations Inc. is a holding company, owning subsidiaries that manufacture and market a diversified portfolio of products, such as complementary metal oxide semiconductor (CMOS) and camera modules (CCMs). The primary focus of its subsidiaries is to develop and market high-quality products for the communications industry in China and export such products to markets in other countries throughout the world.

Except for historical information, certain statements contained herein are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “should,” “estimates,” or variations of such words and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are subject to risks and uncertainties, including but not limited to, the impact of competitive products and pricing, demand for new and existing products in our core business, the financial condition of the Company’s customers, product demand and market acceptance especially of our new products, the success of new product development especially in the area of cellular phone components and solutions, compact camera modules and other pending projects, reliance on material customers, suppliers and key strategic alliances, the terms and conditions of customer contracts and purchase orders, availability and cost of raw materials, the timely and proper execution of certain business plans, including the plan to diversify and transform a portion of manufacturing capacity to higher-value, technology-oriented products, currency

 

 

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fluctuations, including the revaluation of the Chinese Renminbi, the imposition by China’s trading partners of economic sanctions and/or protective tariffs on Chinese manufactured goods, uncertainties associated with investments, the regulatory environment, fluctuations in operating results, the impact of changing global, political and economic conditions and other risks detailed from time to time in the Company’s filings with the U.S. Securities and Exchange Commission including its most recent Report on Form 20-F. The Company does not undertake to update its forward-looking information, or any other information contained or referenced in this press release to reflect future events or circumstances.

 

 

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GLOBAL-TECH APPLIANCES INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts expressed in thousands of United States dollars, except per share data)

 

     Three Months Ended
September 30,
    Six Months Ended
September 30,
 
     2015     2014     2015     2014  
     (unaudited)     (unaudited)     (unaudited)     (unaudited)  

Net sales

   $ 20,123      $ 21,062      $ 35,430      $ 45,669   

Cost of goods sold

     (19,424     (20,340     (33,654     (43,205
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit (loss)

     699        722        1,776        2,464   

Selling, general and administrative expenses

     (3,745     (3,361     (7,246     (6,315

Other operating income (expense)

     —          —          —          —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income (loss)

     (3,046     (2,639     (5,470     (3,851

Interest income, net

     134        85        309        189   

Other income (expense), net

     711        406        1,916        1,323   
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from continuing operations before income taxes

     (2,201     (2,148     (3,245     (2,339

Income tax expenses

     4        (103     4        (227
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from continuing operations

     (2,197     (2,251     (3,241     (2,566

Net income (loss) attributable to non-controlling interests

     13        15        26        30   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) attributable to shareholders

   $ (2,184   $ (2,236   $ (3,215   $ (2,536
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic earnings (loss) per common share

   $ (0.72   $ (0.74   $ (1.06   $ (0.83
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted earnings (loss) per common share

   $ (0.72   $ (0.74   $ (1.06   $ (0.83
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic weighted average number of shares outstanding

     3,042        3,042        3,042        3,042   
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted weighted average number of shares outstanding

     3,042        3,042        3,042        3,042   
  

 

 

   

 

 

   

 

 

   

 

 

 
 

 

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GLOBAL-TECH ADVANCED INNOVATIONS INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Amounts expressed in thousands of United States dollars)

 

     September 30,
2015
    March 31,
2015
 
     (unaudited)     (audited)  
ASSETS     
Current assets:     

Cash and cash equivalents

   $ 17,132      $ 14,502   

Time deposits

     11,537        12,649   

Restricted cash

     7,220        9,851   

Accounts and bills receivable, net

     26,683        20,494   

Inventories

     6,697        6,419   

Prepaid expenses

     122        95   

Deposits and other assets

     2,889        3,754   

Amount due from a related party

     15        15   
  

 

 

   

 

 

 

Total current assets

     72,295        67,779   

Interests in jointly-controlled entities

     —          —     

Property, plant and equipment, net

     22,051        24,175   

Land use rights, net

     2,711        2,827   

Deposits paid for purchase of property, plant and equipment

     143        200   

Deferred tax assets

     3        3   
  

 

 

   

 

 

 

Total assets

   $ 97,203      $ 94,984   
  

 

 

   

 

 

 
LIABILITIES AND SHAREHOLDERS’ EQUITY     

Current liabilities:

    

Short-term bank loans

     7,720        6,780   

Accounts payable

     19,630        14,248   

Customer deposits

     1,499        1,252   

Accrued salaries, allowances and other employee benefits

     3,198        3,078   

Other accrued liabilities

     5,750        6,284   

Income tax payable

     4,250        4,029   
  

 

 

   

 

 

 

Total liabilities

     42,047        35,671   
  

 

 

   

 

 

 

Shareholders’ equity:

    

Common stock, par value $0.04 per share; 12,500,000 shares authorized; 3,233,814 shares issued as of September 30 and March 31, 2015

     129        129   

Additional paid-in capital

     85,108        85,108   

Statutory reserves

     1,328        1,328   

Accumulated deficit

     (36,214     (32,999

Accumulated other comprehensive income

     9,934        10,850   

Less: Treasury stock, at cost, 189,587 shares as of September 30 and March 31, 2015

     (4,663     (4,663
  

 

 

   

 

 

 

Total Global-Tech Advanced Innovations Inc. shareholders’ equity

     55,622        59,753   

Non-controlling interests

     (466     (440
  

 

 

   

 

 

 

Total equity

     55,156        59,313   
  

 

 

   

 

 

 

Total liabilities and shareholders’ equity

   $ 97,203      $ 94,984   
  

 

 

   

 

 

 
 

 

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