-----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, M+27OnzmD9YWkOeepMHefa7Cc6HwlXsvjieDXPX6OzK/XvlxLSPDivgc2MdI2s5t OHmgK2P7aOWDDvkl0KSQWw== 0000947871-04-001282.txt : 20040505 0000947871-04-001282.hdr.sgml : 20040505 20040505074536 ACCESSION NUMBER: 0000947871-04-001282 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20040503 FILED AS OF DATE: 20040505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NAM TAI ELECTRONICS INC CENTRAL INDEX KEY: 0000829365 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31583 FILM NUMBER: 04779496 BUSINESS ADDRESS: STREET 1: 116 MAIN STREET STREET 2: 2ND FLOOR CITY: ROAD TOWN, TORTOLA STATE: D8 ZIP: 00000 BUSINESS PHONE: 85223410273 MAIL ADDRESS: STREET 1: C/O PAN PACIFIC I.R. LTD. STREET 2: 999 WEST HASTINGS STREET, SUITE 1790 CITY: VANCOUVER BC STATE: A1 ZIP: V6C 2W2 6-K 1 f6k_042704.txt REPORT OF FOREIGN PRIVATE ISSUER FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of April 2004 NAM TAI ELECTRONICS, INC. (Name of the Registrant) 116 Main Street 3rd Floor Road Town, Tortola British Virgin Islands (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 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 --- --- Nam Tai Electronics, Inc. (the "Company") is furnishing under the cover of Form 6-K: Exhibit 99.1: a press release dated April 15, 2004, announcing the proposed IPO of its subsidiary, Nam Tai Electronic & Electrical Products Limited on the Hong Kong Stock Exchange. Exhibit 99.2: a press release dated April 26, 2004, announcing the completion of a transaction that increased the Company's shareholding in Huizhou TCL Mobile Communications from 3.033% to 9%. Exhibit 99.3: a press release dated April 27, 2004, announcing the placing, public offer allotment results and price per share of Nam Tai Electronic & Electrical Products Limited's IPO. Exhibit 99.4: a press release dated April 29, 2004, clarifying circumstances surrounding recent share price movement of the Company's shares. Exhibit 99.5: a press release dated April 30, 2004, announcing the Company's first quarter 2004 results. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Nam Tai Electronics, Inc. Date: May 3, 2004 By: /s/ M. K. Koo ------------------------------- Name: M. K. Koo Title: Chief Financial Officer EX-99.1 2 ex99-1tof6k_042704.txt PRESS RELEASE [LOGO] NTE LISTED NYSE NEWS RELEASE - -------------------------------------------------------------------------------- REPRESENTED BY PAN PACIFIC I.R. LTD. CONTACT: Lorne Waldman 1790 - 99 WEST HASTINGS STREET President VANCOUVER, BC, CANADA V6C 2W2 E-MAIL: shareholder@namtai.com TEL: (604) 669-7900 FAX: (604) 669-7816 WEB: www.namtai.com TOLL FREE TEL/FAX: 1-800-661-8831 NAM TAI ELECTRONICS, INC. Proposes IPO of its Subsidiary, Nam Tai Electronic & Electrical Products Limited on Main Board of Hong Kong Stock Exchange VANCOUVER, CANADA - 15 April 2004 -- Nam Tai Electronics, Inc. ("Nam Tai" or the "Company") (NYSE Symbol: NTE; CBOE Symbol QNA; Frankfurt Stock Exchange Symbol 884852) today announced that its subsidiary Nam Tai Electronic & Electrical Products Limited ("NTEEP") has applied for the listing of its shares on the Main Board of The Hong Kong Stock Exchange ("HKSE"). Nam Tai will be offering 200 million existing shares of NTEEP by way of a global offering which comprises a public offering in Hong Kong and an international placing. NTEEP is a wholly-owned subsidiary of Nam Tai. It is a well-established vertically-integrated manufacturing solutions provider for some of the world's reputable leading brand owners of consumer electronics and communications products. Its largest customers include Sony Ericsson, Texas Instruments, Sony Computer Entertainment, Seiko Instruments, OmniVision, Appeal Telecom and Canon (C.E.B.M.). NTEEP offers customers services ranging from design and development, industrialization and qualification, volume-manufacturing, quality control to supply chain management. NTEEP currently focuses on four segments of the consumer electronics and communications sectors, include, o Optical devices such as CMOS image sensor modules; o Home entertainment devices such as the EyeToy(R) USB camera accessory and USB microphone and converter box for Sony Computer Entertainment's PlayStation(R)2; o Mobile phone accessories such as BluetoothTM headsets, snap-on digital cameras and snap-on flash lights; and o Educational products such as calculators and electronic dictionaries. NTEEP has achieved excellent results with its gross profit accounting for over 40% of the total gross profit of Nam Tai in the past three years. Nam Tai will offer for sale 200 million existing shares of NTEEP (subject to the over-allotment option), representing approximately 25% of the issued shares of NTEEP, by way of a global offering, in which (subject to adjustment) 180 million shares are offered by way of international placing, and 20 million shares are offered by way of a public offer in Hong Kong. The offer price per share will be not more than $0.538(HK$4.20) and is expected to be not less than $0.455(HK$3.55). The expected listing day of NTEEP on HKSE is 28 April 2004. Page 1 of 3 Mr. Tadao Murakami, Nam Tai's Chairman, said, "I am pleased to see the IPO of NTEEP, it is our many years' efforts that make it realized. Over the years, we have trained up a group of seasoned second generation management. I am glad to see our first spin off and look forward to seeing other fruitful results under their own management in the near future. I would like to express my special appreciation to Ms. Karene Wong, the Chairman of NTEEP, who helps NTEEP building up and securing couples of well known customers. With her efforts since 1989, NTEEP has built a strong relationship with Texas Instruments, Sony Ericsson and many other top international consumer electronic brands. " Ms. Wong added, "I am excited that Nam Tai is always confident in me. It is Nam Tai's culture that creates the warmest atmosphere for us to realize the corporate vision. Looking into the future, we seek to diversify our product types and to actively explore opportunities in different electronic sectors such as developing GPS and CMOS image sensor modules for car parking system. It is our objective to devote every effort on creating profit for NTEEP, rewarding our shareholders by favourable returns." "The IPO of NTEEP represents a new milestone of Nam Tai. In the past, some of the Asian funds are very interested in Nam Tai but not able to invest in Nam Tai's shares because of their fund mandate to only invest in Asian markets. The IPO of NTEEP, a major subsidiary of Nam Tai, gives an opportunity to those funds to invest in a Nam Tai company. Furthermore, with the IPO of NTEEP, the profile of Nam Tai and NTEEP will further be raised in Hong Kong and the Asian region, which helps attracting customers and developing businesses," Mr. Murakami continued. "So, since the operation of NTEEP is generating a strong cash flow, has a total shareholders' equity of approximately $85 million as at the date of listing and negligible bank borrowings, NTEEP should have sufficient funds for its future business development, no new shares are therefore issued in the IPO of NTEEP. The shareholders of Nam Tai are final beneficiaries as no dilution will occur, and the IPO of NTEEP is also in their best interest by creating business opportunities and also bringing a proceed as extraordinary income ranging from approximately $91 million to $108 million to Nam Tai. The IPO of NTEEP will therefore create a gain for Nam Tai in short term. This significant gain further strengthens our financial position. It enables us to expand our business to support our future growth and to grasp any appropriate investment opportunities to benefit our shareholders in long term, without having to raise fund by way of offering and thus diluting the existing shareholders' interest." Mr. Murakami concluded, "Whilst NTEEP will become a listed company in HKSE, Nam Tai remains in control of NTEEP and will have a shareholding of 75% in NTEEP after the IPO (assuming that the over-allotment option is not exercised). All in all, we believe the IPO of NTEEP is for the best interest of Nam Tai, its shareholders and employees of NTEEP, and can strengthen Nam Tai's leading position in the consumer electronic market." Page 2 of 3 Listing details at a glance NTEEP's Iisting on the MAIN Board of The Stock Exchange of Hong Kong Limited
- ----------------------------------------------------------------------------------------------------------------------------- o Global Coordinator, Bookrunner, Lead Manager & The Hongkong and Shanghai Banking Corporation Limited (HSBC) Sponsor - ----------------------------------------------------------------------------------------------------------------------------- o Global Offering - no. of shares~ (subject to adjustment and the over-allotment option) International Placing 180,000,000 shares (90% of total offer) Public Offer 20,000,000 shares (10% of total offer) - ----------------------------------------------------------------------------------------------------------------------------- o Offer Price $0.455(HK$3.55) - $0.538(HK$4.20) - ----------------------------------------------------------------------------------------------------------------------------- o International Placing Commence 12 April 2004(Hong Kong) - ----------------------------------------------------------------------------------------------------------------------------- o Public Offer Commence 16 April 2004(Hong Kong) - ----------------------------------------------------------------------------------------------------------------------------- o Public Offer Deadline 21 April 2004(Hong Kong) - ----------------------------------------------------------------------------------------------------------------------------- o Listing Date 28 April 2004(Hong Kong) - ----------------------------------------------------------------------------------------------------------------------------- o Stock Code 2633 - -----------------------------------------------------------------------------------------------------------------------------
About Nam Tai We are an electronics manufacturing and design services provider to original equipment manufacturers of telecommunications and consumer electronic products. Through our electronics manufacturing services operations, we manufacture electronic components and subassemblies, including LCD panels, LCD modules, radio frequency modules, flexible printed circuit subassemblies and image sensors. These components are used in numerous electronic products, including cellular phones, laptop computers, digital cameras, copiers, fax machines, electronic toys, handheld video game devices and microwave ovens. We also manufacture finished products, including cellular phones, palm-sized PCs, personal digital assistants, electronic dictionaries, calculators and digital camera accessories for use with cellular phones. Safe Harbor Certain statements in this press release are "forward-looking statements" within the meaning of U.S. federal securities laws. Nam Tai intends that these statements be covered by the safe harbors created under these laws. These forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by the forward-looking statements. Many of these factors are beyond Nam Tai's ability to control or predict. Given these uncertainties, readers are cautioned not to place undue reliance on the forward-looking statements, which only speak as of the date of this press release. Nam Tai does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws. Page 3 of 3 EX-99.2 3 ex99-2tof6k_042704.txt PRESS RELEASE Nam Tai Electronics, Inc. [LOGO] NEWS RELEASE - -------------------------------------------------------------------------------- Represented by PAN PACIFIC I.R. LTD. CONTACT: Lorne Waldman 1790 - 999 WEST HASTINGS STREET President VANCOUVER, BC, CANADA V6C 2W2 E-MAIL: shareholder@namtai.com TEL: (604) 669-7800 FAX: (604) 669-7816 WEB: www.namtai.com TOLL FREE TEL/FAX: 1-800-661-8831 NAM TAI ELECTRONICS, INC. Completes Transaction in Increasing Shareholding in TCL Mobile to 9% VANCOUVER, CANADA -- April 26, 2004 -- Nam Tai Electronics, Inc. ("Nam Tai" or the "Company") (NYSE Symbol: NTE; CBOE Symbol: QNA; Frankfurt Stock Exchange Symbol: 884852) announced that its acquisition of further interest in Huizhou TCL Mobile Communication Company Limited ("TCL Mobile") to 9% has been completed on April 21, 2004. Nam Tai has increased its shareholding in TCL Mobile from its indirect 3.033% ownership to 9% through exchange of its existing 72.2% interest in Mate Fair Group Limited ("Mate Fair") and acquiring the entire issued share capital of Jasper Ace Limited ("Jasper Ace"), which directly holds 9% equity interest in TCL Mobile. The total consideration of $126 million was satisfied by exchange of Nam Tai's 72.2% equity interest in Mate Fair, cash of $25 million, and 2,389,974 new Nam Tai's shares, which represent approximately 5.48% of the enlarged issued share capital of Nam Tai. The cash consideration of $25 million was paid from internal resources of Nam Tai without any financing and the number of issued shares of Nam Tai is now approximately 43.62 million. About Nam Tai - ------------- We are an electronics manufacturing and design services provider to original equipment manufacturers of telecommunications and consumer electronic products. Through our electronics manufacturing services operations, we manufacture electronic components and subassemblies, including LCD panels, LCD modules, radio frequency modules, flexible printed circuit subassemblies and image sensors. These components are used in numerous electronic products, including cellular phones, laptop computers, digital cameras, copiers, fax machines, electronic toys, handheld video game devices and microwave ovens. We also manufacture finished products, including cellular phones, palm-sized PCs, personal digital assistants, electronic dictionaries, calculators and digital camera accessories for use with cellular phones. Safe Harbor - ----------- Certain statements in this press release are "forward-looking statements" within the meaning of U.S. federal securities laws. Nam Tai intends that these statements be covered by the safe harbors created under these laws. These forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by the forward-looking statements. Many of these factors are beyond Nam Tai's ability to control or predict. Given these uncertainties, readers are cautioned not to place undue reliance on the forward-looking statements, which only speak as of the date of this press release. Nam Tai does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws. Page 1 of 1 EX-99.3 4 ex99-3tof6k_042704.txt PRESS RELEASE [LOGO] NTE LISTED NYSE NEWS RELEASE - -------------------------------------------------------------------------------- REPRESENTED BY PAN PACIFIC I.R. LTD. CONTACT: Lorne Waldman 1790 - 99 WEST HASTINGS STREET President VANCOUVER, BC, CANADA V6C 2W2 E-MAIL: shareholder@namtai.com TEL: (604) 669-7900 FAX: (604) 669-7816 WEB: www.namtai.com TOLL FREE TEL/FAX: 1-800-661-8831 NAM TAI ELECTRONICS, INC.'s Subsidiary, Nam Tai Electronic & Electrical Products Limited Announces Placing & Public Offer Allotment Results * * * * Placing & Public Offer Are 4 Times & 3.8 Times Covered Respectively * * * * Price Fixed at $0.497 Per Share VANCOUVER, CANADA -- April 27, 2004 -- Nam Tai Electronics, Inc. ("Nam Tai" or the "Company") (NYSE Symbol: NTE; CBOE Symbol: QNA; Frankfurt Stock Exchange Symbol: 884852) today announced that the IPO of its subsidiary Nam Tai Electronic & Electrical Products Limited ("NTEEP") has received favourable response. NTEEP's international placing of 180 million shares were 4 times covered while its public offer of 20 million shares were 3.8 times covered. The offer price fixed at $0.497(HK$3.88) per share. The Hongkong and Shanghai Banking Corporation Limited is the global coordinator, bookrunner, lead manager and sponsor. Dealings in shares of NTEEP will commence on the Main Board of The Stock Exchange of Hong Kong Limited on Wednesday, April 28, 2004. The stock code is 2633. Commenting on the encouraging placing and public offer results, Mr. Tadao Murakami, Nam Tai's Chairman, said, "These satisfactory results show that we have gained support from both institutional and retail investors. We attribute this to our established foundations, worldwide business coverage and leadership in the electronic manufacturing services market. The enhanced reputation of Nam Tai and NTEEP not only attract more global investors, but also give opportunities to explore our businesses." For the purpose of listing, Nam Tai transferred its subsidiary, Namtai Electronic (Shenzhen) Co., Ltd. ("NTSZ"), to a newly incorporated Cayman Island company named Nam Tai Electronic and Electrical Products Limited, ie. NTEEP, at a consideration of $90 million in July 2003. As a result, NTEEP was indebted to Nam Tai of approximately $90 million as shown in the audited financial statement of NTEEP for the year ended December 31, 2003. In March 2004, Nam Tai transferred its subsidiary, Nam Tai Investments Consultant (Macao Commercial Offshore) Company Limited to NTEEP at a total consideration of approximately $1.54 million. NTEEP was thus totally indebted to Nam Tai of approximately $92 million. At the material time, there were also other inter-company balances between NTSZ and other companies within the Nam Tai Group. In order to clear all these inter-company balances between NTEEP group and the Nam Tai group, the said sum of $92 million owed by NTEEP to Nam Tai was capitalized on April 8, 2004, ie. the debt was transformed into equity of NTEEP. On the same day, NTEEP declared a dividend of approximately $36 million to Nam Tai, which dividend was immediately applied by Nam Tai in partial settlement of the inter-company balances between NTEEP group and the Nam Tai group. The aforesaid transactions are only accounting transactions and did not involve any cash movement. Nam Tai will only further pay a sum of $10 million in cash to NTEEP after listing of NTEEP to fully settle the remaining outstanding inter-company balances between the NTEEP group and the Nam Tai group. As a result thereof, NTEEP has no material borrowings except for trade payables in the usual course of business. Page 1 of 2 Since, all the shares of NTEEP involved in the IPO are existing shares of NTEEP, all proceeds raised in the IPO will go to Nam Tai instead of NTEEP. Based on the said offer price of $0.497 (HK$3.88) per share, the IPO of NTEEP will bring to Nam Tai a net proceed (after deducting all expenses relating to the IPO) of approximately $90 million (subject to final adjustment). The same represents a profit of approximately over $65 million (subject to final adjustment) to Nam Tai which will be booked in the profit and loss account of Nam Tai for the second quarter of 2004. About NTEEP NTEEP is a well-established vertically-integrated manufacturing solutions provider for some of the world's reputable leading brand owners of consumer electronics and communications products. Its largest customers include Sony Ericsson, Texas Instruments, Sony Computer Entertainment, Seiko Instruments, OmniVision, Appeal Telecom and Canon (C.E.B.M.). NTEEP offers customers services ranging from design and development, industrialization and qualification, volume-manufacturing, quality control to supply chain management. NTEEP currently focuses on four segments of the consumer electronics and communications sectors, include, o Optical devices such as CMOS image sensor modules; o Home entertainment devices such as the EyeToy(R) USB camera accessory and USB microphone and converter box for Sony Computer Entertainment's PlayStation(R)2; o Mobile phone accessories such as BluetoothTM headsets, snap-on digital cameras and snap-on flash lights; and o Educational products such as calculators and electronic dictionaries. NTEEP has achieved excellent results with its gross profit accounting for over 40% of the total gross profit of Nam Tai in the past three years. About Nam Tai Nam Tai is an electronics manufacturing and design services provider to original equipment manufacturers of telecommunications and consumer electronic products. Through its electronics manufacturing services operations, Nam Tai manufacture electronic components and subassemblies, including LCD panels, LCD modules, radio frequency modules, flexible printed circuit subassemblies and image sensors. These components are used in numerous electronic products, including cellular phones, laptop computers, digital cameras, copiers, fax machines, electronic toys, handheld video game devices and microwave ovens. Nam Tai also manufacture finished products, including cellular phones, palm-sized PCs, personal digital assistants, electronic dictionaries, calculators and digital camera accessories for use with cellular phones. Safe Harbor Certain statements in this press release are "forward-looking statements" within the meaning of U.S. federal securities laws. Nam Tai intends that these statements be covered by the safe harbors created under these laws. These forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by the forward-looking statements. Many of these factors are beyond Nam Tai's ability to control or predict. Given these uncertainties, readers are cautioned not to place undue reliance on the forward-looking statements, which only speak as of the date of this press release. Nam Tai does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws. Page 2 of 2 EX-99.4 5 ex99-4tof6k_042704.txt PRESS RELEASE [LOGO] NTE LISTED NYSE NEWS RELEASE - -------------------------------------------------------------------------------- REPRESENTED BY PAN PACIFIC I.R. LTD. CONTACT: Lorne Waldman 1790 - 99 WEST HASTINGS STREET President VANCOUVER, BC, CANADA V6C 2W2 E-MAIL: shareholder@namtai.com TEL: (604) 669-7900 FAX: (604) 669-7816 WEB: www.namtai.com TOLL FREE TEL/FAX: 1-800-661-8831 NAM TAI ELECTRONICS, INC. Recent Share Price Movement VANCOUVER, CANADA -- April 29, 2004 -- Nam Tai Electronics, Inc. ("Nam Tai" or the "Company") (NYSE Symbol: NTE; CBOE Symbol: QNA; Frankfurt Stock Exchange Symbol: 884852) today stated that it has noted the recent increase in the trading volume and decrease in price of the shares of the Company and wishes to confirm that the business of the Company is running normally and smoothly. The Company will make appropriate announcements if there are any material corporate developments or material changes in its business. First Quarter Results Nam Tai Electronics, Inc.'s first quarter earnings will be released tomorrow, April 30, 2004 after the close of the market. The Company will hold a conference call on Monday, May 3, 2004 at 10:00 a.m. Eastern Time for analysts to discuss the first quarter results with management. Shareholders, media, and interested investors are invited to listen to the live conference call over the Internet by going to www.namtai.com and clicking on the conference call webcast link or over the phone by dialing (612) 288-0329. SARS Concerns Some people have been expressing concern about the return of SARS, or severe acute respiratory syndrome in China. The Company would like to confirm that there have been no cases of SARS in its factory or in the area in which it operates. Merrill Lynch Analyst Report Some shareholders have recently expressed confusion and concerns with the April 26, 2004 Merrill Lynch Analyst report which seems to contain some contradictions with their earlier report. An April 6, 2004 Flash Note issued by Merrill Lynch recommending Nam Tai as a Buy, stated its belief that the recent increase in Nam Tai's ownership in TCL Mobile from 3% to 9% helps to fill-in the missing net income from carving out 25% of NTE&E for a Hong Kong listing. The report highlighted that the TCL Mobile investment will likely contribute US$ 6 million to Nam Tai's net profit and is building a stronger partnership with TCL Mobile. In the April 26, 2004 report Merrill Lynch downgraded Nam Tai from a Buy to Neutral citing ramifications that it sees from the upcoming Hong Kong Stock Exchange Listing. Nam Tai has no comments on the recent analyst report except that it is also surprised and confused. About Nam Tai Nam Tai is an electronics manufacturing and design services provider to original equipment manufacturers of telecommunications and consumer electronic products. Through its electronics manufacturing services operations, Nam Tai manufacture electronic components and subassemblies, including LCD panels, LCD modules, radio frequency modules, flexible printed circuit subassemblies and image sensors. These components are used in numerous electronic products, including cellular phones, laptop computers, digital cameras, copiers, fax machines, electronic toys, handheld video game devices and microwave ovens. Nam Tai also manufacture finished products, including cellular phones, Page 1 of 2 palm-sized PCs, personal digital assistants, electronic dictionaries, calculators and digital camera accessories for use with cellular phones. Safe Harbor Certain statements in this press release are "forward-looking statements" within the meaning of U.S. federal securities laws. Nam Tai intends that these statements be covered by the safe harbors created under these laws. These forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by the forward-looking statements. Many of these factors are beyond Nam Tai's ability to control or predict. Given these uncertainties, readers are cautioned not to place undue reliance on the forward-looking statements, which only speak as of the date of this press release. Nam Tai does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws. Page 2 of 2 EX-99.5 6 ex99-5tof6k_042704.txt PRESS RELEASE [GRAPHIC OMITTED] NTE NAM TAI ELECTRONICS, INC. LISTED NYSE FIRST QUARTER NEWS RELEASE - -------------------------------------------------------------------------------- REPRESENTED BY PAN PACIFIC I.R. LTD. CONTACT: Lorne Waldman 1790 - 999 WEST HASTINGS STREET President VANCOUVER, BC, CANADA V6C 2W2 E-MAIL: shareholder@namtai.com TEL: (604) 669-7800 FAX: (604) 669-7816 WEB: www.namtai.com TOLL FREE TEL/FAX: 1-800-661-8831 NAM TAI ELECTRONICS, INC. Q1 Sales Up 8.5% to $95.4 Million vs. $88.0 Million, EPS $0.18 vs. $0.25 VANCOUVER, CANADA -- April 30, 2004 -- Nam Tai Electronics, Inc. ("Nam Tai" or the "Company") (NYSE Symbol: NTE; CBOE Symbol: QNA; Frankfurt Stock Exchange Symbol: 884852) announced unaudited results for the first quarter ended March 31, 2004. KEY HIGHLIGHTS 1. Summarized Statement of Incomes (In thousands of US Dollars, except as otherwise stated)
------------------------------------------------------------------------------------------------------------------------ Quarterly Results ------------------------------------------------------------------------------------------------------------------------ Q1/04 Q1/03 YoY(%) ------------------------------------------------------------------------------------------------------------------------ Net sales 95,435 87,981 8.5 ------------------------------------------------------------------------------------------------------------------------ Income from operations 6,931 8,864 (21.8) ------------------------------------------------------------------------------------------------------------------------ per share(diluted) (1) 0.17 0.22 (22.7) ------------------------------------------------------------------------------------------------------------------------ Net income 7,387 10,210 (27.6) ------------------------------------------------------------------------------------------------------------------------ % of sales 7.7% 11.6% ------------------------------------------------------------------------------------------------------------------------ Basic earnings per share (1) 0.18 0.26 (30.8) ------------------------------------------------------------------------------------------------------------------------ Diluted earnings per share (1) 0.18 0.25 (28.0) ------------------------------------------------------------------------------------------------------------------------ Weighted average number of shares ('000') Basic (1) 41,231 39,986 -- Diluted (1) 41,292 40,477 -- ------------------------------------------------------------------------------------------------------------------------ Note: (1) All share and earnings per share data for Q1/03 have been adjusted for the 3 for 1 stock split effective June 30, 2003 and the 10 for 1 stock dividend effective November 7, 2003.
2. Quarterly Sales Breakdown (In thousands of US Dollars, except percentages) ------------------------------------------------------------------------- Quarter 2003 2004 YoY(%) (Quarterly) ------------------------------------------------------------------------- 1st Quarter 87,981 95,435 8.5% ------------------------------------------------------------------------- 2nd Quarter 116,714 -- -- ------------------------------------------------------------------------- 3rd Quarter 93,157 -- -- ------------------------------------------------------------------------- 4th Quarter 108,454 -- -- ------------------------------------------------------------------------- Total 406,306 95,435 -- ------------------------------------------------------------------------- Page 1 of 10 3. Net Sales Breakdown by Product Segment
----------------------------------------------------------------------------------------------------- 2004 2003 ----------------------------------------------------------------------------------------------------- Segment 1st Quarter YTD 1st Quarter YTD (%) (%) (%) (%) ----------------------------------------------------------------------------------------------------- Assembling: - LCD Consumer Products 22% 22% 41% 41% - Telecom. Components Assembly 65% 65% 46% 46% ----------------------------------------------------------------------------------------------------- Software Development Services 1% 1% 1% 1% ----------------------------------------------------------------------------------------------------- Parts & Components: - LCD Panels 12% 12% 8% 8% - Transformers -- -- 4% 4% ----------------------------------------------------------------------------------------------------- 100% 100% 100% 100% ----------------------------------------------------------------------------------------------------- Note: In June 2003, we sold our transformers operation to a third party.
Assembling included finished goods and modules, together with Software Development Services collectively termed as Consumer Electronic Products ("CEP"), while Parts and Components including LCD panels and transformers are termed ("LPT") for business segment classification. "We are pleased to see the growth of sales of 8.5% in this quarter when compared with the same quarter last year. The sales, the gross margin as well as earnings per share for the first quarter were in line with our internal budget forecast. Nevertheless, the income from operations was affected by the following factors: o Changes in product mix. o Lower sales in the LCD Consumer Products segment due to discontinuation of old products, and a delay in the development of certain new products. o Gross margin decreased by 0.8% as a result of the reduction to the Value Added Tax ("VAT") refund by PRC government effective January 2004. However, we were still able to achieve the Company's target gross margin of 15%. o Additional headcounts and recruitment of new senior executives together with sales commission paid which led to increased SG&A expenses. Our R&D expenses also increased in line with our expansion. o Historical seasonal factor on sales in relation to the long Chinese New Year holiday. We are also very happy to see strong growth in our business of Telecommunication Components Assembly and LCD panels. Compared with last year during the same quarter, sales from Telecommunication Components Assembly and LCD panels increased by 52% and 55%, respectively. Despite the global component shortage in the first quarter, our operations were not materially affected. We are confident on the growth of our sales and income from operations this year, and strongly believe that we will be able to achieve a year over year growth target," said Mr. Murakami, Chairman of Nam Tai. Company Outlook The Company has decided to give guidance to the market on its sales and earnings per share of the forthcoming quarter starting from this quarter. According to market information and order situation, the Company believes and projects its sales for the second quarter 2004 to be approximately between $125 million and $140 million, and diluted earnings per share to be between $1.75 and $1.83, taking into account of: Page 2 of 10 1. a one time gain of over approximately $65 million or $1.5 per share (subject to final adjustment and based on the increased number of outstanding shares) which resulted from the recent IPO of Nam Tai Electronic & Electrical Products Limited ("NTEEP") in Hong Kong, 2. the creation of a minority interest in the financial statements of Nam Tai on the IPO of NTEEP, and 3. the increased number of outstanding shares of 43.6 million. Key Highlights of Supplementary Financial Position - ------------------------------------------------------------------------------- (unaudited) (audited) As at March 31 As at December 31 2004 2003 - ------------------------------------------------------------------------------- Cash on Hand $63.3 million $61.8 million - ------------------------------------------------------------------------------- Cash/Current Liabilities 0.85 0.83 - ------------------------------------------------------------------------------- Current Ratio 2.26 2.29 - ------------------------------------------------------------------------------- Total Assets/Total Liabilities 3.93 3.88 - ------------------------------------------------------------------------------- Debtors Turnover 56 days 58 days - ------------------------------------------------------------------------------- Inventory Turnover 10 times 13 times - ------------------------------------------------------------------------------- Whilst the other financial ratios remained constant, our inventory level is relatively higher as a result of expected higher sales in the coming months. With $9.8 million of net cash provided by operating activities in the first quarter of 2004, the Company continues to maintain a strong financial position, with approximately $63.3 million of cash on hand as of March 31, 2004. Furthermore, we have no material long-term debt or short-term debt. With our strong cash position, we expect to be able to finance our investment and expansion of business internally in the foreseeable future. As a result, we are not subject to any material risk in relation to any rise in interest rates. The Company believes recent macro-economic measures in China are mainly targeting PRC stated own enterprises. The Company therefore does not see any material impact of such measures on its business. On April 28, 2004, we received approximately over $90 million net proceeds from the IPO of our subsidiary, NTEEP, in Hong Kong during the second quarter of 2004. After paying off the $25 million consideration in relation to the further acquisition of shareholding in TCL Mobile to 9% on April 21, 2004, the Company now has approximately $128.3 million of cash on hand. Our cash position before and after the above events is summarized as follows:
- ------------------------------------------------------------------------------------------------------------------------- Date US$ Balance (US$) Remark - ------------------------------------------------------------------------------------------------------------------------- March 31, 2004 63.3 million 63.3 million - ------------------------------------------------------------------------------------------------------------------------- April 21, 2004 25.0 million 38.3 million Cash outflow - cash consideration paid for the increase in shareholding in TCL Mobile - ------------------------------------------------------------------------------------------------------------------------- April 28, 2004 90.0 million 128.3 million Cash inflow - proceeds received from the IPO of NTEEP. The IPO of NTEEP creates a one time gain of approximately $65 million to Nam Tai or approximately $1.5 per share based on the increased number of outstanding shares. - -------------------------------------------------------------------------------------------------------------------------
Page 3 of 10 We are pleased to see the recent intended joint venture between TCL Mobile and Alcatel SA. We believe the same will add value to our 9% interest in TCL Mobile. TCL Corporation has also announced the intended IPO of TCL Mobile in Hong Kong. We shall issue a further news release when we have more details. With $128.3 million cash on hand and cash generated from operating activities, the Company is in strong financial position. The Company will continue to look for investment opportunities, like our investment in TCL Mobile and Stepmind, to benefit our shareholders and for continuous expansion at the appropriate time, including but not limited to, the acquisition of land for future expansion purposes and the expansion of production capabilities and capacity. The listing of NTEEP in Hong Kong will not materially affect the presentation of the Company's financial statements pursuant to US GAAP. We therefore believe that the spinning off of NTEEP and the use of proceeds from the IPO of NTEEP in investments like TCL Mobile are in the interest of the Company and our shareholders, both in the short term and in the long term. Within Nam Tai, we currently have four subsidiary groups. Two of them have already been listed in Hong Kong. Based on the closing price on April 30, 2004, the market capitalization of our listed subsidiaries in Hong Kong, namely J.I.C. Technology Company Limited ("JIC") and NTEEP, are respectively $94.0 million and $364.0 million. We currently hold 88.39% of JIC (on a fully diluted basis) and 75% of NTEEP. Our investment in TCL Corporation is booked at cost and the market price of our investment in TCL Corporation has not yet been reflected in our financial statements. First Quarter Results Analyst Conference Call The Company will hold a conference call on Monday, May 3, 2004 at 10:00 a.m. Eastern Time for analysts to discuss the first quarter results with management. Shareholders, media, and interested investors are invited to listen to the live conference over the internet by going to www.namtai.com/news/news.htm and clicking on the conference call link or over the phone by dialing (612) 288-0329 just prior to its start time. Dividends The record date for the second quarter dividend of $0.12 per share is June 30, 2004 and the payment date is July 21, 2004. Annual General Meeting The Company will hold its Annual Shareholders' Meeting at 11:30 a.m. (ET) on Friday, June 11, 2004 at The Peninsula New York, 700 Fifth Avenue at 55th Street, New York, NY. The record date for voting is May 7, 2004. About Nam Tai Electronics, Inc. We are an electronics manufacturing and design services provider to original equipment manufacturers of telecommunications and consumer electronic products. Through our electronics manufacturing services operations, we manufacture electronic components and subassemblies, including LCD panels, LCD modules, radio frequency modules, flexible printed circuit sub-assemblies and image sensors. These components are used in numerous electronic products, including cellular phones, laptop computers, digital cameras, copiers, fax machines, electronic toys, handheld video game devices and microwave ovens. We also manufacture finished products, including cellular phones, palm-sized PCs, Page 4 of 10 personal digital assistants, electronic dictionaries, calculators and digital camera accessories for use with cellular phones. Forward-Looking Statements Certain statements in this press release are "forward-looking statements" within the meaning of U.S. federal securities laws. Nam Tai intends that these statements be covered by the safe harbors created under these laws. These forward-looking statements are, by their nature, subject to risks, uncertainties and other factors that could cause the actual results to differ materially from future results expressed or implied by the forward-looking statements. These forward-looking statements include, without limitation, statements relating to the Company's projected sales and (diluted) earnings per share for the second quarter of 2004, and the ability of the Company to finance investments and business expansions through internal resources in the foreseeable future. These forward-looking statements reflect our current views with respect to future events and are not a guarantee of our future performance. There are important factors that could cause the actual results to differ materially from the information set forth in these forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on the forward-looking statements which only speak as of the date of this press release. Because of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this news release might not occur the way we expect, or at all. Nam Tai does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws. These factors include, without limitation, lower than expected sales in the second quarter of 2004, unexpected changes to the Company's cash position, general economic, market and business conditions and other factors beyond the Company's control. Page 5 of 10 NAM TAI ELECTRONICS, INC. CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - -------------------------------------------------------------------------------- FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003 (In Thousands of US Dollars except share data)
Unaudited Three months ended March 31 Note 2004 2003 - ----------------------------------------------------------------------------------------- Net sales - related parties $ 7,735 $ 2,931 Net sales - third parties 87,700 85,050 ------------------------------ Total net sales 95,435 87,981 Cost of sales 81,139 72,835 ------------------------------ Gross profit 14,296 15,146 Costs and expenses Selling, general and administrative expenses 6,323 5,471 Research and development expenses 1,042 811 ------------------------------ 7,365 6,282 ------------------------------ Income from operations 6,931 8,864 Interest income 75 201 Other income net 1,143 2,067 Equity in income of an affiliated company 92 75 ------------------------------ Income before income taxes and minority interests 8,241 11,207 Income taxes expense (278) (384) ------------------------------ Income before minority interests 7,963 10,823 Minority interests (576) (613) ------------------------------ Net income $ 7,387 $ 10,210 ============================== Net income per share Basic (1) $ 0.18 $ 0.26 =============== =============== Diluted (1) $ 0.18 $ 0.25 =============== =============== Weighted average number of shares ('000') Basic (1) 41,231 39,986 Diluted (1) 41,292 40,477
Note (1): All share and earnings per share data have been adjusted to give effect to the 3 for 1 stock split effective June 30, 2003 and the 10 for 1 stock dividend effective November 7, 2003. Page 6 of 10
NAM TAI ELECTRONICS, INC. CONSOLIDATED BALANCE SHEETS - --------------------------------------------------------------------------------------- AS AT March 31, 2004 AND DECEMBER 31, 2003 (In Thousands of US Dollars) Unaudited Audited March 31 December 31, 2004 2003 - --------------------------------------------------------------------------------------- ASSETS Current assets: Cash and cash equivalents $ 63,330 $ 61,827 Accounts receivable, net 54,797 62,090 Amount due from a related party 3,162 2,707 Inventories 33,036 27,032 Prepaid expenses and other receivables 9,602 13,126 Income taxes recoverable 5,092 4,922 ----------------------------------- Total current assets 169,019 171,704 Investment in an affiliated company 9,947 9,855 Investments, at cost (**) 19,011 16,366 Property, plant and equipment, at cost 132,858 127,930 Less: accumulated depreciation and amortization (52,936) (50,283) ----------------------------------- 79,922 77,647 Intangible assets 20,665 20,688 Other assets 1,435 1,435 ----------------------------------- Total assets $ 299,999 $ 297,695 =================================== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Notes payable $ 847 $ 1,879 Long term bank loan - current portion 1,125 1,125 Accounts payable 56,443 55,674 Accrued expenses and other payables 10,770 13,633 Dividend payable 4,948 2,062 Income taxes payable 745 530 ----------------------------------- Total current liabilities 74,878 74,903 Long-term bank loan - non-current portion 1,406 1,688 Deferred income taxes 78 78 ----------------------------------- Total liabilities 76,362 76,669 Minority interests 4,080 3,908 Shareholders' equity: Common shares 412 412 Additional paid-in capital 206,845 206,845 Retained earnings 12,302 9,863 Accumulated other comprehensive loss (Note 1) (2) (2) ----------------------------------- Total shareholders' equity 219,557 217,118 Total liabilities and shareholders' $ 299,999 $ 297,695 equity ===================================
Note: (**) The closing price for our 3.69% equity interest or 95.52 million promoter's shares in TCL Corporation on April 30, 2004 was $0.82 (RMB6.76) per share, the market value is estimated to be approximately $78.3 million. Page 7 of 10
NAM TAI ELECTRONICS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS - ----------------------------------------------------------------------------------------------------------------------------- FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003 (In Thousands of US Dollars) Unaudited Three months ended March 31 2004 2003 - ----------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 7,387 $ 10,210 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization of property, plant and equipment 3,280 2,869 Amortization of intangible assets 23 - Net loss (gain) on disposal of property, plant and equipment 31 (209) Compensation cost on partial disposal of a subsidiary - 509 Equity in income of an affiliated company (92) (75) Minority interests 576 613 Changes in current assets and liabilities, net of effects of acquisition and disposal: Decrease (increase) in accounts receivable 7,293 (6,224) Increase in amount due from a related party (455) (806) Increase in inventories (6,004) (12,913) Decrease (increase) in prepaid expenses and other receivables 890 (5,272) Increase in income taxes recoverable (170) (97) (Decrease) increase in notes payable (1,032) 1,045 Increase in accounts payable 769 15,357 Decrease in accrued expenses and other payables (2,863) (1,819) Increase in income taxes payable 215 364 ------------------------------- Total adjustments 2,461 (6,658) ------------------------------- Net cash provided by operating activities $ 9,848 $ 3,552 ------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property, plant and equipment $ (5,607) $ (4,218) Acquisition of an affiliated company - (10,000) Acquisition of long term investment (11) (384) Proceed from partial disposal of a subsidiary - 160 Proceeds from disposal of property, plant and equipment 21 2,327 ------------------------------- Net cash used in investing activities $ (5,597) $ (12,115) ------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES Cash dividends paid $ (2,466) $ (1,442) Repayment of bank loan (282) (13,141) Proceeds from shares issued on exercise of options and warrants - 1,783 ------------------------------- Net cash used in financing activities $ (2,748) $ (12,800) ------------------------------- Foreign currency translation adjustments - - ------------------------------- Net increase (decrease) in cash and cash equivalents 1,503 (21,363) ------------------------------- Cash and cash equivalents at beginning of period 61,827 82,477 ------------------------------- Cash and cash equivalents at end of period $ 63,330 $ 61,114 ===============================
Page 8 of 10 NAM TAI ELECTRONICS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - -------------------------------------------------------------------------------- FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003 (In Thousands of US Dollars) 1. Accumulated other comprehensive income represents foreign currency translation adjustments. The comprehensive income of the Company was $7,387 and $10,210 for the three months ended March 31, 2004 and March 31, 2003, respectively. 2. Business segment information - The Company operates primarily in two segments, the Consumer Electronic Products ("CEP") segment and the LCD Panels and Transformers ("LPT") segment. Unaudited Three months ended March 31 2004 2003 - ------------------------------------------------------------------------- NET SALES : - CEP $ 84,349 $ 77,581 - LPT 11,086 10,400 ------------------------------- Total net sales $ 95,435 $ 87,981 =============================== NET INCOME : - CEP $ 6,702 $ 10,032 - LPT 685 178 ------------------------------- Total net income $ 7,387 $ 10,210 =============================== Unaudited Audited March 31, Dec. 31, 2004 2003 - ------------------------------------------------------------------------- IDENTIFIABLE ASSETS BY SEGMENT: - CEP $ 251,237 $ 248,165 - LPT 48,762 49,530 ------------------------------- Total assets $ 299,999 $ 297,695 =============================== Page 9 of 10 3. A summary of the net sales, net income and long-lived assets by geographic areas is as follows: Unaudited Three months ended March 31 2004 2003 - -------------------------------------------------------------------------------- NET SALES FROM OPERATIONS WITHIN: - Hong Kong and Macao: Unaffiliated customers $ 11,086 $ 84,386 Related party - 2,931 Intercompany sales 106 155 - PRC, excluding Hong Kong and Macao: Unaffiliated customers 76,614 664 Related party 7,735 - Intercompany sales 2,682 73,955 - Intercompany eliminations (2,788) (74,110) -------------------------------- Total net sales $ 95,435 $ 87,981 ================================ NET INCOME WITHIN: - PRC, excluding Hong Kong & Macao $ 6,388 $ 8,547 - Macao 258 - - Hong Kong 741 1,663 -------------------------------- Total net income $ 7,387 $ 10,210 ================================ Unaudited Audited March 31, Dec. 31, 2004 2003 - -------------------------------------------------------------------------------- LONG-LIVED ASSETS WITHIN : - PRC, excluding Hong Kong & Macao $ 61,900 $ 59,399 - Macao 168 180 - Hong Kong 17,854 18,068 -------------------------------- Total long-lived assets $ 79,922 $ 77,647 ================================ Page 10 of 10 -----END PRIVACY-ENHANCED MESSAGE-----