-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Gmd9raXwr30g2lEEHUk2/OBn65Uv02KzPO8KPE9hjKha/2ZJ62fT/whqm7dvBC9y iB0uZIEOeX/HuN6eYEPTbQ== 0001193125-06-051879.txt : 20060313 0001193125-06-051879.hdr.sgml : 20060313 20060313110119 ACCESSION NUMBER: 0001193125-06-051879 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20060331 FILED AS OF DATE: 20060313 DATE AS OF CHANGE: 20060313 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL TECH APPLIANCES INC CENTRAL INDEX KEY: 0001057708 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC HOUSEWARES & FANS [3634] IRS NUMBER: 000000000 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14812 FILM NUMBER: 06681132 BUSINESS ADDRESS: STREET 1: KIN TECH INDUSTRIAL BLDG STREET 2: 12/F 26 WONG CHUK HANG RD CITY: ABERDEEN HONG KONG STATE: K3 ZIP: 999999999 6-K 1 d6k.htm FORM 6-K Form 6-K

Commission File No. 1-14812

 


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 March 2006

 


GLOBAL-TECH APPLIANCES 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  þ        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  þ

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

 



Attached hereto as Exhibit 1 and incorporated by reference herein is a Legal Proceedings Update of the Company.

Attached hereto as Exhibit 2 and incorporated by reference herein is a press release dated September 28, 2005, announcing the Registrant’s 2005 fiscal year results and expected performance improvement in fiscal 2006.

Attached hereto as Exhibit 3 and incorporated by reference herein is a press release dated October 25, 2005, announcing the Registrant’s first quarter results.

Attached hereto as Exhibit 4 and incorporated by reference herein is a press release dated December 23, 2005, announcing the Registrant’s second quarter results and expected sales growth for the fiscal year.

Attached hereto as Exhibit 5 and incorporated by reference herein is a press release dated March 13, 2006, announcing the Registrant’s third quarter results and expected sales growth for the fiscal year.

 

2


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: March 13 , 2006

 

GLOBAL-TECH APPLIANCES INC.
By:  

/s/ Brian Yuen

 

Brian Yuen

Assistant Secretary

 

3


EXHIBIT INDEX

 

Exhibit

Number

 

Description

1   Legal Proceedings Update of the Company
2   Press release dated September 28, 2005
3   Press release dated October 25, 2005
4   Press release dated December 23, 2005
5   Press release dated March 13, 2006
EX-1 2 dex1.htm LEGAL PROCEEDINGS UPDATE OF THE COMPANY Legal Proceedings Update of the Company

EXHIBIT 1

LEGAL PROCEEDINGS UPDATE

Except as set forth below, Global-Tech and its subsidiaries are not a party in any material litigation or arbitration, and know of no material litigation, arbitration or claim threatened against them or their properties.

Certain agreements with original design manufacture customers include an indemnification provision whereby the respective subsidiary undertakes to hold harmless and indemnify the respective customer from all suits that may be brought against the customer for infringement of any patent or registered design in connection with the sale of the products purchased from the subsidiary.

SEB v. Sunbeam v. Pentalpha Enterprises

On March 10, 1998, SEB, S.A. filed a patent infringement suit against Sunbeam Corporation and Sunbeam Products, Inc. (collectively “Sunbeam”) in the U.S. District Court for the District of New Jersey. SEB later amended its complaint to add Global-Tech and one of its subsidiaries, Pentalpha Enterprises, as additional defendants in the case. SEB alleged that the defendants infringed a patent issued to SEB concerning a deep fryer model. SEB sought to recover unspecified monetary damages. In addition, Sunbeam asserted a third-party claim and a cross-claim against Global-Tech and our subsidiary for breach of an alleged obligation to indemnify Sunbeam from SEB’s patent infringement claims. Global-Tech and its subsidiary moved to dismiss the complaint of SEB for lack of personal jurisdiction. By order dated July 16, 1999, the District Court granted the motion and dismissed the complaint against Global-Tech and its subsidiary. Sunbeam then paid SEB $2 million to settle its claim. Sunbeam’s third-party complaint against Global-Tech and its subsidiary remained.

On December 15, 1999, our subsidiary asserted counterclaims against Sunbeam in connection with a product supply agreement. In July 2002, after the case had been transferred to the United States District Court for the Southern District of Florida, Sunbeam moved for summary judgment on all claims. By memorandum decision dated February 19, 2003, the District Court granted Sunbeam’s motion insofar as it related to the claim of our subsidiary for fraud in the inducement of the product supply agreement, but denied the motion with respect to the claims of our subsidiary for breach of contract. In addition, the District Court granted Sunbeam’s motion for summary judgment on its claims for indemnity against our subsidiary as to liability, but ruled that a trial was necessary to determine the amount of damages that Sunbeam was entitled to recover on its indemnity claim in addition to the $2 million Sunbeam previously paid to settle SEB’s claims of patent infringement.

The trial on Sunbeam’s claims for indemnity and the claim of our subsidiary for breach of contract began on January 12, 2004. On January 16, 2004, the Jury returned a verdict in favor of (i) Sunbeam on its claim for indemnity and awarded Sunbeam $2,450,948.91 against our subsidiary and Global-Tech, and (ii) in favor of our subsidiary on its claim for breach of contract and awarded our subsidiary $6,600,000. The District Court entered a final judgment on February 11, 2004 to add prejudgment interest to the Jury’s award, awarding Sunbeam $3,430,693.81 and our subsidiary $6,632,909.59. Our subsidiary filed a motion to reconsider the calculation of prejudgment interest, which the Court denied. Sunbeam moved for judgment notwithstanding the verdict and for a new trial. Sunbeam argued, among other things, that our subsidiary should be denied any recovery and, alternatively, that any recovery by our subsidiary should be limited to $1,000,000. The District Court denied these motions by an order entered April 12, 2004. Sunbeam appealed on May 10, 2004. Global-Tech and its subsidiary cross-appealed on May 21, 2004. The United States Court of Appeals for the 11th Circuit heard oral argument on the appeal on March 1, 2005.

By decision dated August 12, 2005, the Court of Appeals for the 11th Circuit affirmed the judgment in so far as Sunbeam appealed from it and affirmed the judgment in so far as Global-Tech and its subsidiary appealed from it, except that the Court reversed the district court’s calculation of prejudgment interest and remanded for a recalculation of our subsidiary’s prejudgment interest from June 30, 2001. The mandate of the Court of Appeals was issued on September 12, 2005. The time for Sunbeam to petition for certiorari to the United States Supreme Court has expired.


Our subsidiary moved in the district court for an amended judgment to fix the amount of interest to which it is entitled. Sunbeam opposed the motion on the ground that our subsidiary had not properly calculated the interest to which it is entitled. By amended judgment dated December 12, 2005, the district court awarded Pentalpha prejudgment interest from June 30, 2001 to February 11, 2004, bringing the judgment entered in favor of Pentalpha as of February 11, 2004 to $8,007,849 and leaving unchanged the judgment entered against Pentalpha in favor of Sunbeam.

On December 23, 2005, Pentalpha filed a notice of appeal to the U. S. Court of Appeals for the Eleventh Circuit. Pentalpha filed its brief on January 25, 2006, arguing that the district erred in failing to award it prejudgment interest until the final amended judgment on December 12, 2005.

Sunbeam has posted a bond in the amount of $5,163,076, which is attached pursuant to the September 7, 2005 order of the district court in the action SEB S.A, v. Montgomery Ward et al., pending in the United States District Court for the Southern District of New York, and further described below.

SEB v. Montgomery Ward

After dismissal of the action in the District Court in New Jersey, SEB commenced an action on August 28, 1999 in the U.S. District Court for the Southern District of New York against Global-Tech, one of its subsidiaries and Montgomery Ward, then a customer, for infringement of SEB’s patent relating to a deep fryer model. On December 15, 1999, the District Court entered a preliminary injunction against the sale of the deep fryer that was the subject of the case. This was affirmed on appeal. On August 3, 2000, SEB moved for a further preliminary injunction and a citation for contempt against our subsidiary based upon the sale of a modified deep fryer product by our subsidiary. While that motion was pending, Montgomery Ward filed for bankruptcy protection. That filing stayed the action as against Montgomery Ward. On March 20, 2001, the District Court found that the modified deep fryer infringed the patent under the doctrine of equivalents. However, the District Court denied SEB’s application for a contempt citation. SEB then moved to amend its complaint to add certain of our other subsidiaries and John C.K. Sham as additional defendants. The District Court, in an opinion dated September 30, 2002, denied SEB’s motion to amend to add additional defendants and denied the motion of Global-Tech to dismiss for lack of personal jurisdiction. Global-Tech and its subsidiary moved on December 3, 2002, for summary judgment on liability on the ground that neither engaged in any conduct that infringed the patent because of the extraterritoriality of their acts and for summary judgment on the claim of SEB for lost profits. The Court heard oral argument on this motion on March 24, 2004, but has not yet ruled on it.

SEB has also moved for an order attaching the judgment in favor of our subsidiary in the action SEB v. Sunbeam v. Pentalpha Enterprises. The parties resolved the motion by consenting to an order that requires us and our subsidiary, among other things, to give notice to SEB of any attempt to collect the judgment against Sunbeam. On August 19, 2005, our subsidiary notified SEB that it anticipated taking action to enforce the judgment against Sunbeam from the District of Florida. On August 24, 2005, SEB served a renewed motion to attach the entire proceeds of the judgment. The Court attached the entire judgment by order dated September 7, 2005. Our subsidiary filed a motion on September 22, 2005 to reduce the amount of the attachment to no more than $500,000. SEB has opposed the motion of our subsidiary. The district court heard oral argument on November 8, 2005, but denied our motion to reduce the amount of the attachment.

By a decision and memorandum dated January 5, 2006, the district court denied our motion for summary judgment. The district court has scheduled a trial for April 17, 2006.

Sunbeam v. Wing Shing Products

On February 23, 2001, Sunbeam commenced an adversary proceeding against our subsidiary, Wing Shing Products, in the U. S. Bankruptcy Court for the Southern District of New York asserting that Sunbeam owned U.S. Patent No. Des. 348,585 or had a permanent license to use it. On March 12, 2001, the subsidiary asserted a counterclaim against Sunbeam for infringement of the Design Patent.


The parties concluded a bench trial in the Bankruptcy Court on January 31, 2002. By decision dated June 3, 2003, the Court ruled against Sunbeam on its claims for a declaratory judgment and in favor of our subsidiary on its claims for design patent infringement. The Court further ruled that our subsidiary was entitled to recover Sunbeam’s profits from the sale of infringing coffeemakers only for the time period after February 9, 2001. In addition, on June 17, 2003, the Court entered an injunction restraining Sunbeam from further infringing the design patent. The Bankruptcy Court entered a final judgment in favor of our subsidiary on March 15, 2004, in the amount of $2,304,403.

Sunbeam and our subsidiary appealed the June 3, 2003 decision of the Bankruptcy Court to the U.S. District Court of the Southern District of New York. By memorandum opinion and order entered June 30, 2004, the district court affirmed in part the June 3, 2004 decision of the Bankruptcy Court. It reversed one finding of the Bankruptcy Court and held that the subsidiary, in 1992, breached a contract to negotiate with Sunbeam concerning ownership of certain patent rights. However, because the District Court affirmed the holding of the Bankruptcy Court that the statute of limitations had expired on any claim of Sunbeam for that breach, the reversal by the District Court did not affect the $2,304,403 judgment entered in favor of our subsidiary by the Bankruptcy Court. Both Sunbeam and our subsidiary appealed to the United States Court of Appeals from the judgment of the District Court in the action.

On August 24, 2005, the United States Court of Appeals for the Federal Circuit affirmed the $2,304,403 judgment that the United States Bankruptcy Court for the Southern District of New York had entered on March 15, 2004, in favor of Global-Tech’s subsidiary, Wing Shing Products (BVI) Ltd., against Sunbeam Products, Inc. Sunbeam moved in the bankruptcy court for an order extending the stay of the enforcement of the judgment pending the expiration of Sunbeam’s time to file a petition for a writ of certiorari to the United States Supreme Court or the Supreme Court’s disposition of the writ. Over the objection of our subsidiary, the bankruptcy court granted Sunbeam’s motion, conditional upon the bond that Sunbeam has previously posted remaining in effect.

On January 9, 2006, the United States Supreme Court denied the petition of Sunbeam for a writ of certiorari. On or about January 12, 2006, Sunbeam wire transferred about $2,353,581 to our subsidiary. Our subsidiary has provided a satisfaction of judgment to Sunbeam and released the bond that Sunbeam has previously posted to secure the judgment.

Wing Shing Products v. Simatelex

On February 9, 2001, Wing Shing Products, our subsidiary commenced an action in the United States District Court for the Southern District of New York against Simatelex Manufactory Corp. claiming infringement of U.S. Patent No. Des. 348,585. The Bankruptcy Court stayed this action by order dated February 26, 2001. The U.S. District Court for the Southern District of New York reinstated the stay of the action originally ordered by the Bankruptcy Court by order dated February 24, 2004, based upon Sunbeam’s appeal from the June 3, 2003 memorandum decision. By order dated June 30, 2004, the District Court lifted the stay and directed the attorneys for the parties to appear at a conference on July 23, 2004. The Court at that time directed the parties to conclude discovery by the end of 2004. Simatelex then moved for summary judgment on the ground that it is not subject to the personal jurisdiction of the New York court and that it did not infringe the design patent because its acts occurred in Asia. Our subsidiary has moved for summary judgment on the ground that Simatelex has infringed the design patent. The District Court again stayed the action by order dated April 18, 2005, pending the resolution of the decision of the Court of Appeals for the Federal Circuit in the action Sunbeam v. Wing Shing.

Given the August 24, 2005 decision of the Court of Appeals for the Federal Circuit, the district court by order dated September 14, 2005, lifted the stay and directed that discovery be completed by November 1, 2005. On November 7, 2005, the parties filed cross-motions for summary judgment on the issue of liability for design patent infringement. The district court has not yet acted in those motions. If the Court does not grant the motion of Simatelex for summary judgment, a trial will be required.


Best Hero Limited v. Pentalpha Hong Kong Limited

Best Hero Limited issued a Writ in the Court of First Instance of the High Court of Hong Kong against Pentalpha Hong Kong Limited on October 11, 2004 claiming for payment of $4,250,400 under Action No. 2357 of 2004 for two purchase orders issued on May 31, 2004 and June 1, 2004 respectively to Best Hero Limited for the purchase of a total number of 6,000 pieces of LCD TV panels. On June 24, 2004, 480 pieces of LCD panels were delivered to Pentalpha Hong Kong Limited and a payment of $369,600 was already made to Best Hero Limited. As the quality of the LCD panels delivered by Best Hero Limited was found to be unacceptable, Pentalpha Hong Kong Limited refused to accept further delivery of the remaining order of 5,520 LCD panels from Best Hero Limited. Best Hero Limited alleged that Pentalpha Hong Kong Limited has repudiated the contract and instituted the presented legal proceedings to claim for damages.

A Defence and Counterclaim was filed by Pentalpha Hong Kong Limited on December 28, 2004. The discovery of documents in this action has been concluded and the parties are now in the course of preparing their respective witness statements for exchange.

Global Display Limited v. MiCo Electric (Hong Kong) Limited

On September 9, 2005, our subsidiary, Global Display Limited (“Global Display”), issued a Writ in the Court of First Instance of the High Court of Hong Kong against Mico Electric (Hong Kong) Limited (“Mico”) for payment of $540,000. The claim relates to a purchase contract entered into between the parties in or about November 2004 (“the Contract”) under which Mico agreed to purchase from Global Display 1,500 pieces of LCD TV at a total purchase price of $540,000. Mico refused to accept delivery of the said 1,500 pieces of LCD TV and alleged that the LCD TV did not comply with their requirements. It is the position of Global Display that Mico’s refusal to accept delivery of the said LCD TV constitutes a breach of the Contract and after taking legal advice, Global Display instituted the present legal proceedings to claim against Mico for the purchase price and/or damages under the Contract.

Mico has filed an Acknowledgement of Service of Writ of Summons stating that it would contest the proceedings. Mico has also filed a Defence and Counterclaim on November 18, 2005. Global Display has filed a Reply and Defence to Counterclaim on December 16, 2005.

Both Parties are now in the course of preparing their respective lists of documents for discovery purpose. The next step is to prepare and exchange witness statements.

Pentalpha v. Reddy Case

On December 22, 2003, our subsidiary, Pentalpha Macau Commercial Offshore Limited (“Pentalpha”), commenced an action in the United States District Court for the Northern District of California against Damoder Reddy, the former Chief Operating Officer of Opsys US, Inc. (“Opsys”), a company whose intellectual property and certain assets (collectively, “Assets”) were purchased by Global Tech’s subsidiary from the Chapter 7 Bankruptcy Trustee of Opsys, alleging that, among other claims, Reddy attempted to interfere with our subsidiary’s contracts with Opsys by making it more expensive for our subsidiary to take possession of the Assets. Reddy filed a cross-complaint against Global Tech’s subsidiary and six other parties in April 2004, which was dismissed by the Court on July 8, 2004. After the Court granted Pentalpha’s Motion to Dismiss the Second Amended Counterclaim, eliminating five of the six claims, leaving a claim that Pentalpha allegedly took personal property from Reddy and the Court indicated that that claim could be challenged in a subsequent motion, Reddy filed a Third Amended Counterclaim containing what appear to be the same claims previously ruled on by the Court and therefore is subject to a motion to strike those portions of the complaint. Subsequently, the Court granted Pentalpha’s motion to dismiss all other parties named in his counterclaim, leaving Global Tech’s subsidiary and one other party.

After Global Tech’s subsidiary had propounded written discovery to Reddy on its claims and Reddy provided neither documents nor adequate responses, on September 8, 2005, the district court awarded Pentalpha $5,812 in sanctions against Reddy, and barred him from presenting evidence in support of his counterclaim other than what he had previously provided. Reddy was also sanctioned $1,817.50 for filing a frivolous motion, and sanctioned $4317.50 for failing to produce documents. He was also ordered to produce all intellectual property currently being used in his new company, Nuelight Corp., intellectual property that may infringe upon Pentalpha’s.


In November 2005, Reddy reopened settlement negotiations and agreed to pay $94,000 to Global Tech’s subsidiary, together with certain other conditions barring Reddy’s possible use of intellectual property of Pentalpha and the surrender of certain stock in Global Lite Array.

On August 19, 2005, our attorney received a copy of a complaint filed by Sunnyside Development Ltd., the former landlord of Opsys US Corp., which asserts a claim under CERCLA for cleanup costs allegedly incurred as a result of Pentalpha’s removal of equipment from Opsys US. Although Pentalpha and Lite Array, Inc. have been named as defendants, no effort has been made to serve Pentalpha with the Summons and Complaint and the attempted service on Lite Array appeared insufficient. Lite Array has filed a Motion to Dismiss the complaint for improper service, which was scheduled to be heard on March 3, 2006. In addition, Lite Array has filed a claim with its former insurance carrier with respect to the complaint, but coverage for the claim has not yet been determined. Other than to tender defense to the appropriate insurance carrier, no response is therefore necessary at this time.

Eastman Kodak/Lite Array OLED License Agreement Dispute

By an agreement dated as of July 13, 2000 and a restatement and amendment to that agreement dated as of August 31, 2005, our subsidiary, Lite Array, Inc., entered into an OLED licensing agreement with Eastman Kodak Company (“Kodak”). In essence, those license agreements licensed our subsidiary to use certain intellectual property rights of Kodak in exchange for the promise of Lite Array to, among other things, pay certain royalties to Kodak. By letter dated September 20, 2005, Kodak served notice that it terminated the license agreement based upon the failure of Lite Array to pay certain minimum royalties, subject to the right of Lite Array to cure the claimed default within 60 days. By letter dated November 14, 2005, Lite Array notified Kodak that it has rescinded the license agreement based upon misrepresentations that Kodak made to induce Lite Array to enter into the license agreement and demanded the return of $3.85 million Lite Array has paid to Kodak under the license agreement. Neither party has filed any legal action with respect to this dispute.

EX-2 3 dex2.htm PRESS RELEASE DATED SEPTEMBER 28, 2005 Press release dated September 28, 2005

EXHIBIT 2

 

Release:   IMMEDIATE RELEASE
Contact:   Brian Yuen
  Global-Tech USA, Inc.
  Tel.: 212-683-3320
Web Page:   http://www.businesswire.com/cnn/gai.shtml

GLOBAL-TECH APPLIANCES REPORTS FISCAL YEAR FINANCIAL RESULTS

AND EXPECTS PERFORMANCE TO IMPROVE IN FISCAL 2006

Hong Kong, September 28, 2005 — Global-Tech Appliances Inc. (NYSE: GAI) today announced its financial results for the fiscal year and fourth quarter ended March 31, 2005.

Net sales for the fiscal year ended March 31, 2005 were $41.9 million, compared to $66.9 million in the prior fiscal year. Net loss for fiscal 2005 was $18.6 million, or $1.52 per share, compared to a net loss of $3.9 million, or $0.32 per share, in the prior fiscal year. Included in the net loss for fiscal year 2005 were asset impairment charges and valuation losses on property, plant and equipment, patents, and inventories of approximately $5.5 million in the aggregate, or approximately $0.45 per share.

Net sales for the fourth quarter of fiscal 2005 were $12.2 million, compared to $14.5 million for the fourth quarter of fiscal 2004. Net loss for the fourth quarter of fiscal 2005 was $7.5 million, or $0.61 per share, compared to a net loss of $1.5 million, or $0.12 per share, in the prior corresponding period.

John C.K. Sham, President and Chief Executive Officer, said: “As anticipated, the results for fiscal 2005 in general, and the fourth quarter in particular, reflect a decline in sales of the Company’s core products and the slow progress of the Company’s attempted entry into new business areas, particularly in display products, despite heavy spending on new product initiatives. Additionally, our operating results were further impacted by the continuing low absorption of our manufacturing and administrative fixed overhead resulting from decreased sales in our core business.”

Mr. Sham continued, “The Company is undertaking initiatives to address the major causes of our disappointing performance in fiscal 2005. These initiatives include implementing plans to reduce our overall cost structure, streamlining operations by transferring some less essential functions from Hong Kong to China, establishing new guidelines in evaluating our choice of new product categories, improving internal procedures for developing and introducing new products and developing strategic relationships with key customers to improve business and margins.”

Mr. Sham concluded, “We believe our poor financial performance in fiscal 2005 resulted from the occurrence of a series of unanticipated events and expect our performance to improve in fiscal 2006, starting in the first fiscal quarter. With the changes that we are currently implementing, we are confident that, by continuing to direct our focus on developing innovative products and strengthening our manufacturing capabilities and expertise, we can succeed in improving the Company’s business and financial results in the coming months.”

Global-Tech is a holding company, owning subsidiaries that manufacture and market a wide range of consumer electrical products worldwide, including floor care products and small household appliances. These products are marketed by customers under brand names such as Black & Decker®, DeLonghi®, Dirt Devil®, Eureka®, Hamilton Beach®, Kenwood®, Presto®, Proctor-Silex®, Sanyo®, Sharper Image®, Sunbeam®, and West Bend®. Global-Tech’s subsidiary, Global Display Limited, is currently developing a wide range of consumer products incorporating high-definition flat panel displays (FPDs) that utilize liquid crystal display (LCD), plasma display panel (PDP), liquid crystal on silicon (LCOS), optical, and digital


display technologies. Lite Array, Inc., another subsidiary of Global-Tech, is developing and introducing a range of display modules utilizing proprietary small molecule organic light emitting diode (OLED) technology for use in electronic devices, such as cellular phones and MP3 players.

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 display products, our ability to establish ourselves as a proven and reliable manufacturer of LCD TVs, the success of new product development especially in the area of cellular phone components and solutions, compact camera modules, digital MP3 players 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 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.


GLOBAL-TECH APPLIANCES INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts expressed in United States dollars)

 

     Fiscal Year Ended March 31,  
     2005     2004  
     (unaudited)     (audited)  

Net sales

   $ 41,851,163     $ 66,901,315  

Cost of goods sold

     (44,595,004 )     (52,942,382 )
                

Gross profit (loss)

     (2,743,841 )     13,958,933  

Selling, general and administrative expenses

     (16,863,820 )     (19,018,822 )
                

Operating loss

     (19,607,661 )     (5,059,889 )

Interest expense

     (9,855 )     (17,589 )

Interest income

     976,753       851,066  

Other income, net

     31,589       427,814  
                

Loss before income taxes

     (18,609,174 )     (3,798,598 )

Provision for income taxes

     (33,650 )     (107,767 )
                

Net loss before minority interests

     (18,642,824 )     (3,906,365 )

Minority interests

     19,525       —    
                

Net loss

   $ (18,623,299 )   $ (3,906,365 )
                

Basic and diluted loss per common share

   $ (1.52 )   $ (0.32 )
                

Basic and diluted weighted average number of shares outstanding

     12,214,800       12,152,592  
                


GLOBAL-TECH APPLIANCES INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Amounts expressed in United States dollars)

 

     March 31,  
     2005     2004  
     (unaudited)     (audited)  
ASSETS     

Current assets:

    

Cash and cash equivalents

   $ 8,790,594     $ 15,102,510  

Restricted cash

     430,974       400,075  

Callable deposit

     5,000,000       5,000,000  

Short-term investments

     33,966,281       43,983,462  

Accounts and bills receivable, net

     7,194,894       9,991,037  

Deposits, prepayments and other assets

     2,323,895       2,497,126  

Inventories

     14,056,562       8,808,455  
                

Total current assets

     71,763,200       85,782,665  

Promissory note and related interest receivable, net

     —         553,089  

Property, plant and equipment, net

     27,779,778       30,791,071  

Land use rights

     2,191,759       1,886,968  

License, net

     2,201,124       2,897,809  

Patents, net

     —         222,994  

Loan to a director

     76,667       151,850  
                

Total assets

   $ 104,012,528     $ 122,286,446  
                
LIABILITIES AND SHAREHOLDERS’ EQUITY     

Current liabilities:

    

Short-term bank borrowings

   $ 37,507     $ 48,007  

Current portion of long-term bank borrowings

     —         373,612  

Accounts payable

     5,258,005       5,130,587  

Fees payable for land use rights

     —         91,019  

Salaries and allowances payable

     730,976       677,439  

Accrued expenses

     3,871,568       2,037,188  

Income tax payable

     3,698,237       3,753,125  
                

Total current liabilities

     13,596,293       12,110,977  

Deferred tax liabilities

     142,888       142,928  
                

Total liabilities

     13,739,181       12,253,905  
                

Minority interests

     12,528       —    
                

Shareholders’ equity:

    

Common stock, par value $0.01; 50,000,000 shares authorized; 12,902,755 and 12,857,045 shares issued as of March 31, 2005 and 2004, respectively

     129,028       128,570  

Preferred stock, par value $0.01; 1,000,000 shares authorized, no shares issued

     —         —    

Additional paid-in capital

     83,264,716       84,226,550  

Retained earnings

     12,103,067       30,726,366  

Accumulated other comprehensive losses

     (742,545 )     (555,498 )

Less: Treasury stock, at cost, 679,147 shares as of March 31, 2005 and 2004, respectively

     (4,493,447 )     (4,493,447 )
                

Total shareholders’ equity

     90,260,819       110,032,541  
                

Total liabilities and shareholders’ equity

   $ 104,012,528     $ 122,286,446  
                
EX-3 4 dex3.htm PRESS RELEASE DATED OCTOBER 25, 2005 Press release dated October 25, 2005

EXHIBIT 3

 

Release:   IMMEDIATE RELEASE
Contact:   Brian Yuen
  Global-Tech USA, Inc.
  Tel.: 212-683-3320
Web Page:   http://www.businesswire.com/cnn/gai.shtml

GLOBAL-TECH APPLIANCES REPORTS FIRST QUARTER RESULTS

WITH SIGNIFICANT IMPROVEMENT IN NET SALES

Hong Kong, October 25, 2005 — Global-Tech Appliances Inc. (NYSE: GAI) today announced its net sales and earnings for the first quarter of fiscal 2006 ended June 30, 2005.

Net sales for the first quarter of fiscal 2006 were $17.7 million, up approximately 79%, compared to $9.9 million for the first quarter of fiscal 2005. Net loss for the first quarter of fiscal 2006 was $2.7 million, or $0.22 per share, compared to a net loss of $2.8 million, or $0.23 per share, in the prior corresponding fiscal period.

John C.K. Sham, President and Chief Executive Officer, said: “While our sales rebounded to more normal levels, we continued to incur significant cost increases in materials, particular plastic resins, as well as a rise in labor cost. The cost of plastic resins, a key raw material in our products, has been increasing steadily since last year as they are derived from natural gas and other oil distillates. This has impacted our gross profit margins, but we hope our margins will improve as plastic resin prices begin to normalize.”

Mr. Sham continued, “The steps which we are currently taking to reduce costs, including redirecting our display activities, did not impact the first quarter and are also not expected to affect the upcoming second quarter of fiscal 2006, though we anticipate these actions will have a gradual positive impact on our financial results in subsequent quarters.”

Mr. Sham concluded, “We expect our net sales for the balance of fiscal 2006 to improve over the last three quarters of fiscal 2005 and plan to continue to implement actions to further reduce our fixed costs in an effort to improve our financial performance over the next few quarters. In addition to obtaining relief from material cost increases, we will also need some new product introductions in our core business or new businesses in order to return to profitability.”

Global-Tech is a holding company, owning subsidiaries that manufacture and market a wide range of consumer electrical products worldwide, including floor care products and small household appliances. These products are marketed by customers under brand names such as Black & Decker®, DeLonghi®, Dirt Devil®, Eureka®, Hamilton Beach®, Kenwood®, Presto®, Proctor-Silex®, Sanyo®, Sharper Image®, Sunbeam®, and West Bend®. Global-Tech’s subsidiary, Global Display Limited, is currently developing a wide range of consumer products incorporating high-definition flat panel displays (FPDs) that utilize liquid crystal display (LCD), plasma display panel (PDP), liquid crystal on silicon (LCOS), optical, and digital display technologies. Lite Array, Inc., another subsidiary of Global-Tech, is developing and introducing a range of display modules utilizing proprietary small molecule organic light emitting diode (OLED) technology for use in electronic devices, such as cellular phones and MP3 players.

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 display products, our ability to establish ourselves as a proven and reliable manufacturer of LCD TVs, the success of new product development especially in the area of cellular phone components and solutions, compact camera modules, digital MP3 players 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 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.


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 June 30,  
     2005     2004  
     (unaudited)     (unaudited)  

Net sales

   $ 17,698     $ 9,899  

Cost of goods sold

     (16,519 )     (8,864 )
                

Gross profit

     1,179       1,035  

Selling, general and administrative expenses

     (3,934 )     (4,045 )
                

Operating loss

     (2,755 )     (3,010 )

Other income, net

     91       246  
                

Loss before income taxes

     (2,664 )     (2,764 )

Provision for income taxes

     (16 )     —    
                

Net loss before minority interests

     (2,680 )     (2,764 )

Minority interests

     13       —    
                

Net loss

   $ (2,667 )   $ (2,764 )
                

Basic and diluted loss per common share

   $ (0.22 )   $ (0.23 )
                

Basic and diluted weighted average number of shares outstanding

     12,224       12,198  
                


GLOBAL-TECH APPLIANCES INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Amounts expressed in thousands of United States dollars)

 

    

June 30,

2005

   

March 31,

2005

 
     (unaudited)     (audited)  
ASSETS     

Current assets:

    

Cash and cash equivalents

   $ 15,978     $ 8,791  

Restricted cash

     112       431  

Callable deposit

     5,000       5,000  

Short-term investments

     24,944       33,966  

Accounts and bills receivable, net

     11,808       7,195  

Deposits, prepayments and other assets

     2,164       2,324  

Inventories

     15,210       14,057  
                

Total current assets

     75,216       71,764  

Property, plant and equipment, net

     27,256       27,780  

Land use rights

     2,179       2,192  

License, net

     2,026       2,201  

Loan to a director

     76       76  
                

Total assets

   $ 106,753     $ 104,013  
                
LIABILITIES AND SHAREHOLDERS’ EQUITY     

Current liabilities:

    

Bank overdrafts

     814       —    

Short-term bank borrowings

     37       37  

Accounts and bills payable

     9,490       5,258  

Salaries and allowances payable

     835       731  

Accrued expenses

     4,465       3,872  

Income tax payable

     3,683       3,698  
                

Total current liabilities

     19,324       13,596  

Deferred tax liabilities

     143       143  
                

Total liabilities

     19,467       13,739  
                

Minority interests

     —         13  
                

Shareholders’ equity:

    

Common stock, par value $0.01; 50,000,000 shares authorized; 12,902,755 shares issued as of June 30 and March 31, 2005

     129       129  

Preferred stock, par value $0.01; 1,000,000 shares authorized, no share issued

     —         —    

Additional paid-in capital

     82,918       83,265  

Retained earnings

     9,436       12,103  

Accumulated other comprehensive deficits

     (704 )     (743 )

Less: Treasury stock, at cost, 679,147 shares as of June 30 and March 31, 2005

     (4,493 )     (4,493 )
                

Total shareholders’ equity

     87,286       90,261  
                

Total liabilities and shareholders’ equity

   $ 106,753     $ 104,013  
                
EX-4 5 dex4.htm PRESS RELEASE DATED DECEMBER 23, 2005 Press release dated December 23, 2005

EXHIBIT 4

 

Release:   IMMEDIATE RELEASE
Contact:   Brian Yuen
  Global-Tech USA, Inc.
  Tel.: 212-683-3320
Web Page:   http://www.businesswire.com/cnn/gai.shtml

GLOBAL-TECH APPLIANCES REPORTS SECOND QUARTER RESULTS

AND EXPECTS SALES GROWTH FOR THE FISCAL YEAR

Hong Kong, December 23, 2005 — Global-Tech Appliances Inc. (NYSE: GAI) announced today its net sales and earnings for the second quarter of fiscal 2006 ended September 30, 2005.

Net sales for the second quarter of fiscal 2006 were $19.9 million, up 73.6%, compared to $11.5 million for the second quarter of fiscal 2005. Net loss for the second quarter of fiscal 2006 was $4.4 million, or $0.36 per share, compared to a net loss of $3.8 million, or $0.31 per share, in the prior corresponding fiscal period.

Net sales for the six months ended September 30, 2005 were $37.6 million, up 76%, compared to $21.4 million for the prior corresponding six-month period. Net loss for the first half of fiscal 2006 was $7.1 million, or $0.58 per share, compared to a net loss of $6.5 million, or $0.53 per share, in the first half of fiscal 2005. First half of fiscal 2006 results reflect impairment and other non-operating charges of approximately $1.3 million more than those incurred in the first half of fiscal 2005.

John C.K. Sham, President and Chief Executive Officer, said: “While our sales performance is improving, our gross profit margins continued to be impacted by increases in plastic and labor costs. Additionally, the recent revaluation of the Renminbi and the impact of the continued weakness of the dollar without us receiving any pricing relief from our customers have also contributed to the decease in our gross profit margins.”

Mr. Sham continued, “As a long-term cost reduction strategy, we have started to relocate some of our daily functions from our Hong Kong office to our facility in Dongguan, China. In addition, we expect to re-engineer and restructure some of our processes as part of our relocation plan. The cost savings of this move should begin to be reflected in the first or second quarters of fiscal 2007.”

Mr. Sham concluded, “We are pleased to report that some of our new product initiatives are starting to come to fruition. One of our newly developed products won an innovation prize for the upcoming International Consumer Electronics Show in Las Vegas and our electronic component business is moving along nicely. We expect these new product and business developments to contribute to our overall sales growth in the current fiscal year.”

Global-Tech is a holding company, owning subsidiaries that manufacture and market a wide range of consumer electrical products worldwide, including floor care products and small household appliances. These products are marketed by customers under brand names such as Black & Decker®, DeLonghi®, Dirt Devil®, Eureka®, Hamilton Beach®, Kenwood®, Presto®, Proctor-Silex®, Sanyo®, Sharper Image®, Sunbeam®, and West Bend®.

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 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.


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,
 
     2005     2004     2005     2004  
     (unaudited)     (unaudited)     (unaudited)     (unaudited)  

Net sales

   $ 19,891     $ 11,458     $ 37,589     $ 21,357  

Cost of goods sold

     (18,179 )     (11,305 )     (34,698 )     (20,169 )
                                

Gross profit

     1,712       153       2,891       1,188  

Selling, general and administrative expenses

     (6,298 )     (4,129 )     (10,232 )     (8,175 )
                                

Operating loss

     (4,586 )     (3,976 )     (7,341 )     (6,987 )

Other income, net

     199       213       290       460  
                                

Loss before income taxes

     (4,387 )     (3,763 )     (7,051 )     (6,527 )

Provision for income taxes

     (16 )     —         (32 )     —    
                                

Net loss before minority interests

     (4,403 )     (3,763 )     (7,083 )     (6,527 )

Minority interests

     —         —         13       —    
                                

Net loss

   $ (4,403 )   $ (3,763 )   $ (7,070 )   $ (6,527 )
                                

Basic and diluted loss per common share

   $ (0.36 )   $ (0.31 )   $ (0.58 )   $ (0.53 )
                                

Basic and diluted weighted average number of shares outstanding

     12,224       12,215       12,224       12,207  
                                


GLOBAL-TECH APPLIANCES INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Amounts expressed in thousands of United States dollars)

 

     September 30,
2005
    March 31,
2005
 
     (unaudited)     (audited)  
ASSETS     

Current assets:

    

Cash and cash equivalents

   $ 9,296     $ 8,791  

Restricted cash

     1       431  

Callable deposit

     5,000       5,000  

Short-term investments

     29,481       33,966  

Accounts and bills receivable, net

     14,117       7,195  

Deposits, prepayments and other assets

     3,047       2,324  

Inventories

     15,213       14,057  
                

Total current assets

     76,155       71,764  

Property, plant and equipment, net

     26,245       27,780  

Land use rights

     2,167       2,192  

License, net

     —         2,201  

Loan to a director

     76       76  
                

Total assets

   $ 104,643     $ 104,013  
                
LIABILITIES AND SHAREHOLDERS’ EQUITY     

Current liabilities:

    

Bank overdrafts

     2,565       —    

Short-term bank borrowings

     37       37  

Accounts and bills payable

     9,685       5,258  

Salaries and allowances payable

     1,034       731  

Accrued expenses

     4,561       3,872  

Income tax payable

     3,690       3,698  
                

Total current liabilities

     21,572       13,596  

Deferred tax liabilities

     143       143  
                

Total liabilities

     21,715       13,739  
                

Minority interests

     —         13  
                

Shareholders’ equity:

    

Common stock, par value $0.01; 50,000,000 shares authorized; 12,902,755 shares issued as of September 30 and March 31, 2005

     129       129  

Preferred stock, par value $0.01; 1,000,000 shares authorized, no shares issued

     —         —    

Additional paid-in capital

     82,918       83,265  

Retained earnings

     5,033       12,103  

Accumulated other comprehensive deficits

     (659 )     (743 )

Less: Treasury stock, at cost, 679,147 shares as of September 30 and March 31, 2005

     (4,493 )     (4,493 )
                

Total shareholders’ equity

     82,928       90,261  
                

Total liabilities and shareholders’ equity

   $ 104,643     $ 104,013  
                
EX-5 6 dex5.htm PRESS RELEASE DATED MARCH 13, 2006 Press release dated March 13, 2006

EXHIBIT 5

 

    Release:    IMMEDIATE RELEASE
    Contact:    Brian Yuen
       Global-Tech USA, Inc.
       Tel.: 212-683-3320
    Web Page:    http://www.businesswire.com/cnn/gai.shtml

GLOBAL-TECH APPLIANCES REPORTS THIRD QUARTER RESULTS AND EXPECTS

SALES GROWTH TO CONTINUE FOR THE FISCAL YEAR

Hong Kong, March 13, 2006 — Global-Tech Appliances Inc. (NYSE: GAI) announced today its net sales and earnings for the third quarter of fiscal 2006 ended December 31, 2005.

Net sales for the third quarter of fiscal 2006 were $20.5 million, up 146% compared to $8.3 million for the third quarter of fiscal 2005. Net loss for the third quarter of fiscal 2006 was $3.0 million, or $0.24 per share, compared to a net loss of $4.6 million, or $0.38 per share, in the prior corresponding fiscal period.

Net sales for the nine months ended December 31, 2005 were $58.1 million, up 96% compared to $29.7 million for the prior corresponding nine-month period. Net loss for the first nine months of fiscal 2006 was $10.0 million, or $0.82 per share, compared to a net loss of $11.1 million, or $0.91 per share, in the first nine months of fiscal 2005. Included in the loss for the nine months ended December 31, 2005 were impairment charges of approximately $2.2 million, which relate primarily to the Company’s organic light emitting diode (OLED) and in part to its liquid crystal display television (LCD TV) programs.

The Company also anticipates that further impairment charges of approximately $1.5 million related to its LCD TV program will be reflected in the fourth quarter of fiscal 2006 after the various impairment analyses have been performed in accordance with U.S. GAAP. The impairment analyses are expected to be an ongoing process as the Company’s businesses continue to evolve. As the Company continues to redirect its resources to further develop and expand the electronics component and other electronic product businesses, it also expects to record non-cash charges associated with the write down of certain factory assets since the newer businesses are expected to use far less manufacturing space and equipment than its current household product lines.

John C.K. Sham, President and Chief Executive Officer, said: “While our sales performance in floor care products improved considerably over the prior year, our margins continue to be adversely impacted by the competitive market environment. We are, however, pleased to report that net sales of our compact camera modules (CCMs) have reached approximately $2 million in the third quarter of fiscal 2006, a significant increase compared to approximately $300,000 in the previous fiscal quarter. These CCMs are used primarily in cellular phones and we expect this business to continue to grow rapidly over the next few months.”

Mr. Sham continued, “Although our SG&A declined in this fiscal quarter, we remain committed to finding ways of reducing expenses in an effort to restore margins to an acceptable level and may have to redeploy our assets if necessary. We believe the opportunities in the electrical component business will improve our results in the upcoming year and are pleased to report that, despite our loss in the current fiscal quarter, we were cash positive.”

Global-Tech is a holding company, owning subsidiaries that manufacture and market a wide range of consumer electrical products worldwide, including floor care products and small household appliances. These products are marketed by customers under brand names such as Black & Decker®, DeLonghi®, Dirt Devil®, Eureka®, Hamilton Beach®, Kenwood®, Presto®, Proctor-Silex®, Sanyo®, Sharper Image®, Sunbeam®, and West Bend®.


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 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.


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
December 31,
    Nine Months Ended
December 31,
 
     2005     2004     2005     2004  
     (unaudited)     (unaudited)     (unaudited)     (unaudited)  

Net sales

   $ 20,529     $ 8,341     $ 58,118     $ 29,698  

Cost of goods sold

     (19,459 )     (9,049 )     (54,157 )     (29,218 )
                                

Gross profit (loss)

     1,070       (708 )     3,961       480  

Selling, general and administrative expenses

     (3,703 )     (4,159 )     (13,935 )     (12,334 )
                                

Operating loss

     (2,633 )     (4,867 )     (9,974 )     (11,854 )

Other income (expenses), net

     (299 )     313       (9 )     773  
                                

Loss before income taxes

     (2,932 )     (4,554 )     (9,983 )     (11,081 )

Provision for income taxes

     (39 )     (16 )     (71 )     (16 )
                                

Net loss before minority interests

     (2,971 )     (4,570 )     (10,054 )     (11,097 )

Minority interests

     —         5       13       5  
                                

Net loss

   $ (2,971 )   $ (4,565 )   $ (10,041 )   $ (11,092 )
                                

Basic and diluted loss per common share

   $ (0.24 )   $ (0.38 )   $ (0.82 )   $ (0.91 )
                                

Basic and diluted weighted average number of shares outstanding

     12,224       12,222       12,224       12,212  
                                


GLOBAL-TECH APPLIANCES INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Amounts expressed in thousands of United States dollars)

 

     December 31,
2005
    March 31,
2005
 
     (unaudited)     (audited)  
ASSETS     

Current assets:

    

Cash and cash equivalents

   $ 18,781     $ 8,791  

Restricted cash

     155       431  

Callable deposit

     —         5,000  

Short-term investments

     23,756       33,966  

Accounts and bills receivable, net

     10,998       7,195  

Deposits, prepayments and other assets

     2,348       2,324  

Inventories

     13,436       14,057  
                

Total current assets

     69,474       71,764  

Property, plant and equipment, net

     25,366       27,780  

Land use rights

     2,154       2,192  

License, net

     —         2,201  

Loan to a director

     —         76  
                

Total assets

   $ 96,994     $ 104,013  
                
LIABILITIES AND SHAREHOLDERS’ EQUITY     

Current liabilities:

    

Short-term bank borrowings

     37       37  

Accounts and bills payable

     7,821       5,258  

Salaries and allowances payable

     985       731  

Accrued expenses

     4,135       3,872  

Income tax payable

     3,723       3,698  
                

Total current liabilities

     16,701       13,596  

Deferred tax liabilities

     143       143  
                

Total liabilities

     16,844       13,739  
                

Minority interests

     —         13  
                

Shareholders’ equity:

    

Common stock, par value $0.01; 50,000,000 shares authorized; 12,902,755 shares issued as of December 31 and March 31, 2005

     129       129  

Preferred stock, par value $0.01; 1,000,000 shares authorized, no shares issued

     —         —    

Additional paid-in capital

     82,918       83,265  

Retained earnings

     2,062       12,103  

Accumulated other comprehensive deficits

     (466 )     (743 )

Less: Treasury stock, at cost, 679,147 shares as of December 31 and March 31, 2005

     (4,493 )     (4,493 )
                

Total shareholders’ equity

     80,150       90,261  
                

Total liabilities and shareholders’ equity

   $ 96,994     $ 104,013  
                
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