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 July 2017
Commission File Number 001-31583
NAM TAI PROPERTY INC.
(Translation of registrant’s name into English)
Namtai Industrial Estate East
2 Namtai Road, Gushu, Xixiang
Baoan District, Shenzhen
People’s Republic of China
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ 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 ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b); 82- .
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.
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NAM TAI PROPERTY INC. |
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Date: July 31, 2017 |
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By: |
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/s/ M.K. Koo |
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Name: M. K. Koo |
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Title: Executive Chairman |
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SECOND QUARTER NEWS RELEASE |
Investor relations contact: |
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Please refer to the Nam Tai website (www.namtai.com) |
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or the SEC website (www.sec.gov) for Nam Tai press releases |
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Managing Partner of Cameron Associates |
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and financial statements. |
Tel.:212.245.4577 |
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E-mail: kevin@cameronassoc.com |
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NAM TAI PROPERTY INC.
Reports Q2 2017 Results
SHENZHEN, PRC – July 31, 2017 – Nam Tai Property Inc. (“Nam Tai” or the “Company”) (NYSE Symbol: NTP) today announced its unaudited results for the second quarter ended June 30, 2017.
KEY HIGHLIGHTS
(In thousands of US dollars, except per share data, percentages and as otherwise stated)
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Quarterly Results |
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Half year Results |
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Q2 2017 |
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Q2 2016 |
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YoY(%)(d) |
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1H 2017 |
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1H 2016 |
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YoY(%)(d) |
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Operation income |
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$ |
541 |
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$ |
637 |
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(15 |
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$ |
1,135 |
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$ |
1,291 |
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(12 |
) |
Net operation income |
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$ |
541 |
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$ |
347 |
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56 |
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$ |
1,135 |
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$ |
551 |
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106 |
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% of operation income |
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100 |
% |
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54.5 |
% |
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100 |
% |
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42.7 |
% |
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Operating loss |
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$ |
(2,337 |
) |
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$ |
(1,506 |
) |
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— |
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$ |
(3,727 |
) |
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$ |
(3,525 |
) |
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— |
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% of operation income |
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(432.0 |
)% |
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(236.4 |
)% |
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(328.4 |
)% |
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(273.0 |
)% |
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per share (diluted) |
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$ |
(0.06 |
) |
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$ |
(0.04 |
) |
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— |
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$ |
(0.10 |
) |
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$ |
(0.10 |
) |
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— |
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Net income (loss) (a) (b) |
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$ |
2,085 |
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$ |
(2,643 |
) |
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— |
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$ |
3,899 |
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$ |
(2,984 |
) |
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— |
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% of operation income |
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385.4 |
% |
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(414.9 |
)% |
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343.5 |
% |
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(231.1 |
)% |
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Basic income (loss) per share |
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$ |
0.06 |
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$ |
(0.07 |
) |
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— |
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$ |
0.11 |
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$ |
(0.08 |
) |
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— |
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Diluted income (loss) per share |
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$ |
0.06 |
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$ |
(0.07 |
) |
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— |
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$ |
0.10 |
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$ |
(0.08 |
) |
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— |
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Weighted average number of shares (’000) |
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Basic |
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36,575 |
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36,700 |
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36,518 |
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36,700 |
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Diluted |
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37,210 |
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36,700 |
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37,138 |
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36,700 |
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Notes:
(a) |
Net income for the three months ended June 30, 2017 mainly included exchange gain of $2.7 million as a result of the appreciation of Renminbi against US dollars in Q2 2017, interest income of $1.8 million earned from time deposits and net operation income $0.5 million, but partly offset by general and administrative expenses of $2.9 million. |
(b) |
Net income for the six months ended June 30, 2017 mainly included interest income of $4.3 million earned from time deposits, exchange gain of $3.5 million as a result of the appreciation of Renminbi against US dollars during the six months ended June 30, 2017 and net operation income $1.1 million, but partly offset by general and administrative expenses of $4.9 million. |
(c) |
Capitalization on project investment was $3.5 million for Q2 2017, totaling $4.9 million for the first half of year 2017 and our accumulated project investment was $43.6 million up to June 30, 2017, which was recorded under the account of real estate properties under development in the balance sheet as at June 30, 2017. |
(d) |
Percentage change is not applicable if either of the two periods contains a loss. |
(e) |
This information has been published on the Company’s website http://www.namtai.com/investors#investors/quarterly_earnings under the quarterly earnings report of Q2 2017 on page 7, Condensed Consolidated Statements of Comprehensive Income. |
(f) |
Attached please find the unaudited financial results cut off July 28, 2017 for additional reference. |
1
SUPPLEMENTARY INFORMATION (UNAUDITED) IN THE SECOND QUARTER OF 2017
Key Highlights of Financial Position
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As at June 30, |
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As at December 31, |
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As at June 30, |
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2017 |
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2016 |
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2016 |
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Cash, cash equivalents and short term investments |
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$170.7 million(a) |
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$184.2 million |
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$199.7million |
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Ratio of cash(b) to current liabilities |
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16.34 |
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14.79 |
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52.60 |
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Current ratio |
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18.56 |
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16.63 |
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58.69 |
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Ratio of total assets to total liabilities |
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24.39 |
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19.98 |
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69.31 |
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Return on equity |
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3.2 |
% |
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(3.8 |
)% |
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(2.3 |
)% |
Ratio of total liabilities to total equity |
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0.04 |
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0.05 |
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0.01 |
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Notes:
(a) |
As compared with December 31, 2016, the decrease of $13.5 million in the cash, cash equivalents and short term investments was mainly due to the payments of $13.4 million for new office premises and $3.0 million being made for land development project and accordingly was recorded under the account of real estate properties under development in the balance sheet as at June 30, 2017, partly offset by the exchange gain of $3.2 million as a result of the appreciation of Renminbi against US dollars during the six months ended June 30, 2017. |
(b) |
Cash in the financial ratio included cash, cash equivalents and short term investments in the amount of $170.7 million, $184.2 million and $199.7 million as at June 30, 2017, December 31, 2016 and June 30, 2016 respectively. As compared with June 30, 2016, the decrease of $29.0 million in the cash, cash equivalents and short term investments was mainly due to the payments of $13.4 million for new office premises, $6.6 million for dividend payment, $5.3 million being made for land development project and accordingly was recorded under the account of real estate properties under development in the balance sheet as at June 30, 2017, and the exchange loss of $0.8 million as a result of the depreciation of Renminbi against US dollars from June 30, 2016 to June 30, 2017. |
OPERATING RESULTS
Operation income for the second quarter of 2017 and the same quarter of last year were mainly derived from properties and lands located in Shenzhen. Operating loss for the second quarter of 2017 was $2.3 million, an increase of $0.8 million, compared to operating loss of $1.5 million in the second quarter of 2016.
Net income for the second quarter of 2017 was $2.1 million mainly represented exchange gain of $2.7 million as a result of the appreciation of Renminbi against US dollars in the second quarter of 2017, interest income of $1.8 million earned from time deposits and net operation income of $0.5 million, but partly offset by general and administrative expenses of $2.9 million, or income of $0.06 per diluted share. Compared to the financial results for the same period in 2016, the net loss then of $2.6 million mainly represented exchange loss of $2.3 million as a result of the depreciation of Renminbi against US dollars in Q2 of 2016 and general and administrative expenses of $1.9 million, but partly offset by the interest income of $1.3 million earned from time deposits and net operation income of $0.3 million, or a loss of $0.07 per diluted share.
Net income for the six months ended June 30, 2017 was $3.9 million mainly represented interest income of $4.3 million earned from time deposits, exchange gain of $3.5 million as a result of the appreciation of Renminbi against US dollars during the six months ended June 30, 2017 and net operation income of $1.1 million, but partly offset by general and administrative expenses of $4.9 million, or income of $0.10 per diluted share. Compared to the financial results for the same period in 2016, the net loss then of $3.0 million mainly represented general and administrative expenses of $4.1 million and exchange loss of $2.3 million as a result of the depreciation of Renminbi against US dollars during the six months ended June 30, 2016, but partly offset by the interest income of $2.9 million earned from time deposits and net operation income of $0.6 million, or a loss of $0.08 per diluted share.
As the majority of our assets are denominated in Renminbi, the translation of Renminbi denominated assets to US dollars for reporting purposes has resulted in foreign exchange gain for the six months ended June 30, 2017. Due to the fluctuation of exchange rate for Renminbi against the US dollar, foreign exchange gain for the six months ended June 30, 2017 was $3.5 million, or approximately 91% of the amount of our net income for this period. However, since the majority of our payment obligations are also denominated in Renminbi, we do not expect the movement of Renminbi against the US dollar to materially and adversely impact our business.
Capitalization on project investment was $3.5 million for Q2 2017, totaling $4.9 million for the first half of year 2017 and our accumulated project investment was $43.6 million up to June 30, 2017, which was recorded under the account of real estate properties under development in the balance sheet as at June 30, 2017.
Our business of land development is currently in the preparatory stage where it takes time to apply for the relevant licenses and permits from the PRC government. During this preparatory stage of the land development, our only sources of income are from limited deposit interest and rental income; therefore, we expect to continue to incur losses during this stage.
2
Please see page 7 of the Company’s Condensed Consolidated Statements of Comprehensive Income for further details. This information has also been published on the Company’s website at http://www.namtai.com/investors#investors/quarterly_earnings in the quarterly earnings report of Q2 2017 on page 7, Condensed Consolidated Statements of Comprehensive Income.
COMPANY OUTLOOK
With respect to the development of “Inno Park” and “Inno City” in Shenzhen, the construction permit application processes have been proceeding smoothly and every related step is on schedule and within the Company’s expectations.
As part of our preparation for the development of “Inno Park”, the Company is pleased to report that after our internal team has been working closely with the external project management company (WSP), quantity surveyor (Currie & Brown) and architectural design firm (Ronald Lu and Partners) on the construction drawing design and the tender for the general construction contractor, the main construction contractor will be selected in the second half of this year and commence work in the beginning of 2018. Since the construction work for the basement area started ahead of schedule, we held a groundbreaking ceremony for the construction of the basement area on May 5, 2017.
As part of our preparation for the development of “Inno City”, the PRC Government has verbally agreed and approved the construction of Phase I and II of “Inno City” to be combined together as one single project and the Company is currently waiting for the official approval from the PRC Government. This could significantly lower the costs and shorten the time of the construction. The Company is currently negotiating and finalizing its agreements with the selected architectural design firm, the project management company and quantity surveyor. They are expected to be engaged and commence work in the second half of this year. As the Inno City Project may commence ahead of schedule upon the receipt of the approval to combine the two phases, the Company plans to demolish all the old factory buildings between October to December 2017. The Company has also purchased new office premises for a total amount of $13.5 million in April 2017. The Company will move its headquarters to this new location and demolish the existing headquarters in the first half of 2018.
Our Chairman, Mr. M.K. Koo (“Mr. Koo”), announced on July 12, 2017 that he has entered into a share purchase agreement to dispose all of his shareholdings in the Company to Kaisa Group Holdings Ltd. (1638:Hong Kong) (“Kaisa”), a real estate developer listed on The Stock Exchange of Hong Kong Limited. The closing of which is scheduled no later than August 11, 2017, and subject to Kaisa’s satisfaction of due diligence review and other customary closing conditions. Consistent with the Company’s previously announced strategic plan to identify a strategic partner that can assist the Company in its various development projects, the Company is now pleased to introduce Kaisa, after a three year search, as the best candidate identified to become an investor and potential strategic partner.
Part I: Summary of gross floor areas for the two projects:
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Inno Park Shenzhen, Guangming (Approved) |
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Inno City Shenzhen, Gushu (Planned) |
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(In square meters, except plot ratios) |
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Land area |
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103,739 |
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52,625 |
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Plot ratios |
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2.59 |
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6.00 |
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Office |
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175,406 |
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Office + Soho |
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187,880 |
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Apartment |
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61,000 |
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Apartment |
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48,300 |
Gross floor area (GFA) |
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Commercial |
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28,594 |
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Commercial |
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25,000 |
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Other |
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4,159 |
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Other |
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7,200 |
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269,159 |
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268,380 |
Underground floor area |
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62,673 |
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80,000 |
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Total construction floor area (CFA) |
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331,832 |
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348,380 |
Remark |
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The above figures are subject to adjustment upon the final approval of the relevant authorities in China. |
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3
Part II: Timetable for the two projects:
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Main Certificates |
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Estimated Completion Time |
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Inno Park |
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Inno City |
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2017 |
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2018 |
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2019 |
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2020 |
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2021 |
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A |
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Land Use Permit |
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Obtained Jun 4, 2015 |
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Mar. 2018 |
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B |
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Land Certificate |
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Obtained Sep 21, 2015 |
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Jun. 2018 |
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C |
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Planning Permit for Construction Engineering |
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Aug. 2017 |
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Jul. 2018 |
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D |
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D1 |
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Early Construction Permit for Pile Foundation |
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May. 2017 |
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D2 |
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Construction Permit for Project |
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Nov. 2017 |
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Nov. 2018 |
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D3 |
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Main Construction Acceptance |
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May. 2019 |
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Sep. 2020 |
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D4 |
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Completion Time |
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Sep. 2019 |
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Jan. 2021 |
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Real Estate Certificate |
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Mar. 2020 |
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Jul. 2021 |
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Remark |
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1. Triangles represent “Inno Park”, while stars are for “Inno City”. |
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2. The construction of “Inno Park” has commenced from April 2017. |
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3. The construction of “Inno City” is expected to commence before December 2018. |
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Part III: Budgetary Estimate for the two projects:
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Total Cost |
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Inno Park |
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Inno City |
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(In millions of US dollars) |
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Construction Cost |
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$ 312 |
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$ 415 |
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Operation Cost |
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69 |
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43 |
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Total |
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$ 381 |
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$ 458 |
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Remark |
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The $839 million Schematic Design Estimation was prepared by our quantity surveyor, Currie & Brown, based on a schematic design originally prepared by our architectural design firm. This estimate will be used by us for cost control purposes to monitor the costs of design, construction, and other operations.
This estimation does not include the costs of marketing and interior furnishing. If the developed properties are offered for sale, the costs would also have to include payment for land appreciation tax. |
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As for our Wuxi plant, the factory building continues to be listed for sale and we still expect it to be sold sometime within 2017. An auction is under preparation and we are currently looking for potential buyers. This auction is scheduled to complete in September 2017.
Potential Risks in our business
We currently derive a majority of our income from rental and interest income but please note that our rental income will cease after October 2017. Since 2016, we have seen a stabilizing trend on the benchmark interest rates in China. However, due to the current economic conditions in China, we expect the People’s Bank of China (“PBOC”) to keep Renminbi-denominated official time deposit interest rates in China at a low level throughout 2017. With this lower interest rate and rental income, we expect to continue to incur operating losses in 2017 and beyond.
We have only become a real estate developer, after our electronic manufacturing businesses ceased in 2014. To ensure our successful transformation, we have engaged external advisors and sought potential strategic partners and investors to support our projects. We cannot assure you our efforts are sufficient in carrying out a transformation of this magnitude. Our Chairman, Mr. Koo, is 74 years old. Mr. Koo has begun his transition towards retirement in anticipation of age and health issues. We cannot assure you that our transition planning can be carried out smoothly, or that any successor will be able to manage our Company as effectively.
As the majority of our assets are denominated in Renminbi, the translation of Renminbi-denominated assets to US dollars for our reporting purposes has resulted in foreign exchange gain in this quarter. As such, we do expect to see fluctuations in the reporting of foreign exchange loss/gain in the financial statements due to the movement of Renminbi against the US dollar. Nevertheless, as a majority of our payments are in Renminbi, we also do not expect the movement of Renminbi against the US dollar to adversely impact our business.
In order for the projects to proceed smoothly and start ahead of the schedule, it is necessary for the Company to negotiate with banks for the implementation of funds needed to assist in future development of the projects.
4
As of end of June, 2017, we have a total cash balance of $170.7 million and no debt. With our current cash position, we believe our finances remain healthy to fund the initial stages of these property development projects within the coming year and half. All of our land development related applications are subject to government policies and regulations in the real estate market. As this is our first venture into the land development projects after the cessation of our LCM business, we may encounter industry-specific difficulties that result in losses as we progress with our projects in Shenzhen. As we are currently in the planning stage of our property projects, and can only generate limited income from deposit interest income and rental income, we will continue to record operating losses. Cash on hand is expected to drop continuously, but most of the incurred expenses related to construction will be for project development, which will be capitalized as real estate properties under development (non-current asset) on our balance sheet. For more information on risks in our business, please refer to the Risk Factors section of our 2016 Annual Report on Form 20-F as filed with the SEC and on our website.
According to our project development plan, project investment for Q3 2017 is estimated to be $11.0 million, and project investment for the year of 2017 is estimated to be $60 million.
The information contained in or that can be accessed through the website mentioned in this announcement does not form part of this announcement.
PAYMENT OF QUARTERLY DIVIDENDS FOR 2016 AND 2017
As announced on December 12, 2016, the Company set the payment schedule of quarterly dividends for 2017. The dividend for Q3 2017 was paid on July 20, 2017.
The following table updates the previously announced schedule for declaration and payment of quarterly dividends in 2017.
Payment |
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Record Date |
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Payment Date |
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Dividend (per share) |
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Status |
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Q1 2017 |
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December 31, 2016 |
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January 20, 2017 |
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$ |
0.07 |
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Paid |
Q2 2017 |
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March 31, 2017 |
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April 20, 2017 |
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$ |
0.07 |
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Paid |
Q3 2017 |
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June 30, 2017 |
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July 20, 2017 |
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$ |
0.07 |
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Paid |
Q4 2017 |
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September 30, 2017 |
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October 20, 2017 |
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$ |
0.07 |
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Full Year 2017 |
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$ |
0.28 |
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The Company’s decision to continue making dividend payments in 2017 as set out and confirmed in the above table does not necessarily mean that cash dividend payments will continue thereafter or at the same amount. Whether future dividends after 2017 are to be declared will depend upon Company’s future growth and earnings at each relevant period, of which there can be no assurance, and the Company’s cash flow needs for business operations and transformation. Accordingly, there can be no assurance that cash dividends on the Company’s common shares will be declared beyond those declared for 2017, and we also cannot assure you what the amounts of such dividends will be or whether such dividends, once declared for a specific period, will continue for any future period, or at all.
PROPOSED SCHEDULE OF RELEASE OF QUARTERLY FINANCIAL RESULTS FOR 2017
To maintain the efficiency of delivering the Company’s quarterly financial results to the market, the Company’s management has decided to follow approximately the same schedule of 2016 to release the quarterly financial results for 2017. Details of the expected quarterly release dates are as follows:
Announcements of Financial Results
Quarter |
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Date of release |
Q1 2017 |
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May 2, 2017 (Tuesday) |
Q2 2017 |
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July 31, 2017 (Monday) |
Q3 2017 |
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October 30, 2017 (Monday) |
Q4 2017 |
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January 29, 2018 (Monday) |
5
FORWARD-LOOKING STATEMENTS AND FACTORS THAT COULD CAUSE OUR SHARE PRICE TO DECLINE
Certain statements included in this press release, other than statements of historical fact, are forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “plan”, “seek” or “believe”. These forward-looking statements, which are subject to risks, uncertainties, and assumptions, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations about future events. There are important factors that could cause our actual results, level of activity, performance, or achievements to differ materially from the results, level of activities, performance, or achievements expressed or implied by the forward-looking statements, including, but not limited to, delay in the Company’s ability to obtain all requisite permits and approvals from relevant government authorities in relation to the redevelopment of two parcels of properties in Guangming, Shenzhen, and Gushu, Shenzhen, respectively, and the successful redevelopment of the two parcels of properties into Nam Tai Inno Park and Nam Tai Inno City; the sufficiency of the Company’s cash position and other sources of liquidity to fund its property developments; continued inflation and appreciation of the Renminbi against the US dollar; rising labor costs in China and changes in the labor supply and labor relations. In particular, you should consider the risks outlined under the heading “Risk Factors” in our most recent Annual Report on Form 20-F and in our Current Report filed from time to time on Form 6-K. The Company’s decision to continue dividend payments in 2017 does not necessarily mean that dividend payments will continue thereafter. Whether future dividends will be declared depends upon the Company’s future growth and earnings, of which there can be no assurance, as well as the Company’s cash flow needs for further expansion. Accordingly, there can be no assurance that cash dividends on the Company’s common shares will be declared beyond those declared for 2017, what amount those dividends may be or whether such dividends, once declared for a specific period, will continue for any future period, or at all; and whether we will purchase any of our shares in the open markets or otherwise. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. You should not rely upon forward-looking statements as predictions of future events. These forward-looking statements apply only as of the date of this press release; as such, they should not be unduly relied upon as circumstances change. Except as required by law, we are not obligated, and we undertake no obligation, to release publicly any revisions to these forward-looking statements that might reflect events or circumstance occurring after the date of this release or those that might reflect the occurrence of unanticipated events.
ABOUT NAM TAI PROPERTY INC.
We are a real estate developer. We hold two parcels of land located in Guangming and Gushu, Shenzhen, China. We are converting these two parcels of land that formerly housed the manufacturing facilities of our prior businesses into high-tech research and development centers, Nam Tai Inno Park and Nam Tai Inno City. We expect our principal income in the future will be derived from rental income from these research and development centers. Nam Tai Property Inc. is a corporation registered in the British Virgin Islands and listed on the New York Stock Exchange (Symbol: “NTP”).
6
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE PERIODS ENDED JUNE 30, 2017 AND 2016
(In Thousands of US dollars except share and per share data)
|
|
Unaudited Three months ended June 30, |
|
|
Unaudited Six months ended June 30, |
|
||||||||||
|
|
2017 |
|
|
2016 |
|
|
2017 |
|
|
2016 |
|
||||
Operation income (1) |
|
$ |
541 |
|
|
$ |
637 |
|
|
$ |
1,135 |
|
|
$ |
1,291 |
|
Operation expense |
|
|
— |
|
|
|
290 |
|
|
|
— |
|
|
|
740 |
|
Net operation income |
|
|
541 |
|
|
|
347 |
|
|
|
1,135 |
|
|
|
551 |
|
Costs and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expenses |
|
|
2,878 |
|
|
|
1,853 |
|
|
|
4,862 |
|
|
|
4,076 |
|
|
|
|
2,878 |
|
|
|
1,853 |
|
|
|
4,862 |
|
|
|
4,076 |
|
Operating loss |
|
|
(2,337 |
) |
|
|
(1,506 |
) |
|
|
(3,727 |
) |
|
|
(3,525 |
) |
Other income (expenses), net (2) |
|
|
2,574 |
|
|
|
(2,432 |
) |
|
|
3,302 |
|
|
|
(2,349 |
) |
Interest income |
|
|
1,848 |
|
|
|
1,295 |
|
|
|
4,324 |
|
|
|
2,890 |
|
Income (loss) before income tax |
|
|
2,085 |
|
|
|
(2,643 |
) |
|
|
3,899 |
|
|
|
(2,984 |
) |
Consolidated net income (loss) |
|
|
2,085 |
|
|
|
(2,643 |
) |
|
|
3,899 |
|
|
|
(2,984 |
) |
Other comprehensive income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Consolidated comprehensive income (loss) (3) |
|
$ |
2,085 |
|
|
$ |
(2,643 |
) |
|
$ |
3,899 |
|
|
$ |
(2,984 |
) |
Earnings (loss) per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.06 |
|
|
$ |
(0.07 |
) |
|
$ |
0.11 |
|
|
$ |
(0.08 |
) |
Diluted |
|
$ |
0.06 |
|
|
$ |
(0.07 |
) |
|
$ |
0.10 |
|
|
$ |
(0.08 |
) |
Weighted average number of shares (’000) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
36,575 |
|
|
|
36,700 |
|
|
|
36,518 |
|
|
|
36,700 |
|
Diluted |
|
|
37,210 |
|
|
|
36,700 |
|
|
|
37,138 |
|
|
|
36,700 |
|
Notes:
(1) |
The property at phase 2 in Gushu has been rented to a third party lessee with a term of three and a half years since May 2014. |
(2) |
Other income (expenses), net, included exchange gain of $2.7 million, partly offset by loss from Wuxi operations of $0.1 million for the three months ended June 30, 2017. |
(3) |
Consolidated comprehensive income for the three months ended June 30, 2017 mainly included exchange gain of $2.7 million as a result of the appreciation of Renminbi against US dollar in the second quarter of 2017, interest income of $1.8 million earned from time deposits and net operation income of $0.5 million, partly offset by general and administrative expenses of $2.9 million. |
7
CONDENSED CONSOLIDATED BALANCE SHEETS
AS AT JUNE 30, 2017 AND DECEMBER 31, 2016
(In Thousands of US dollars)
|
|
Unaudited June 30, |
|
|
Audited December 31, |
|
||
|
|
2017 |
|
|
2016 |
|
||
ASSETS |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents(1) |
|
$ |
115,985 |
|
|
$ |
94,558 |
|
Short term investments(1) |
|
|
54,711 |
|
|
|
89,624 |
|
Prepaid expenses and other receivables |
|
|
3,775 |
|
|
|
4,034 |
|
Assets held for sale |
|
|
19,419 |
|
|
|
18,970 |
|
Total current assets |
|
|
193,890 |
|
|
|
207,186 |
|
Real estate properties under development, net(2) |
|
|
43,606 |
|
|
|
37,779 |
|
Property, plant and equipment, net |
|
|
17,099 |
|
|
|
3,735 |
|
Other assets |
|
|
104 |
|
|
|
101 |
|
Total assets |
|
$ |
254,699 |
|
|
$ |
248,801 |
|
LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
2,443 |
|
|
$ |
845 |
|
Accrued expenses and other payables |
|
|
2,877 |
|
|
|
1,405 |
|
Dividend payable |
|
|
5,124 |
|
|
|
10,205 |
|
Total current liabilities |
|
|
10,444 |
|
|
|
12,455 |
|
EQUITY |
|
|
|
|
|
|
|
|
Shareholders’ equity: |
|
|
|
|
|
|
|
|
Common shares |
|
|
366 |
|
|
|
364 |
|
Additional paid-in capital |
|
|
243,220 |
|
|
|
241,536 |
|
Retained earnings |
|
|
10,479 |
|
|
|
6,607 |
|
Accumulated other comprehensive loss(3) |
|
|
(9,810 |
) |
|
|
(12,161 |
) |
Total shareholders’ equity |
|
|
244,255 |
|
|
|
236,346 |
|
Total liabilities and shareholders’ equity |
|
$ |
254,699 |
|
|
$ |
248,801 |
|
Note:
(1) |
According to the definition of “Balance Sheet” under the Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) 210-10-20, cash equivalents are short-term, highly liquid investments that are readily convertible to cash. Only investments with original maturities of three months or less when purchased qualify under that definition. Therefore, the fixed deposits maturing over three months in amount of $54.7 million and $89.6 million as at June 30, 2017 and December 31, 2016, respectively, are not classified as cash and cash equivalents but are separately disclosed as short term investments in the balance sheet. |
(2) |
Capitalization on project investment was $3.5 million for Q2 2017, totaling $4.9 million for the first half of year and our accumulated project investment was $43.6 million up to June 30, 2017. |
(3) |
Accumulated other comprehensive loss represented foreign currency translation adjustment. |
8
CONSENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE PERIODS ENDED JUNE 30, 2017 AND 2016
(In Thousands of US dollars)
|
|
Unaudited Three months ended June 30, |
|
|
Unaudited Six months ended June 30, |
|
||||||||||
|
|
2017 |
|
|
2016 |
|
|
2017 |
|
|
2016 |
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated net income (loss) |
|
$ |
2,085 |
|
|
$ |
(2,643 |
) |
|
$ |
3,899 |
|
|
$ |
(2,984 |
) |
Adjustments to reconcile consolidated net income (loss) to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization of property, plant and equipment, land use rights and other assets |
|
|
83 |
|
|
|
665 |
|
|
|
159 |
|
|
|
1,669 |
|
Gain on disposal of property, plant and equipment |
|
|
(22 |
) |
|
|
(7 |
) |
|
|
(41 |
) |
|
|
(7 |
) |
Share-based compensation expenses |
|
|
363 |
|
|
|
266 |
|
|
|
603 |
|
|
|
266 |
|
Unrealized exchange (gain) loss |
|
|
(2,029 |
) |
|
|
1,373 |
|
|
|
(2,250 |
) |
|
|
1,373 |
|
Changes in current assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease in prepaid expenses and other receivables |
|
|
515 |
|
|
|
376 |
|
|
|
273 |
|
|
|
145 |
|
(Decrease) increase in accounts payable |
|
|
— |
|
|
|
(427 |
) |
|
|
— |
|
|
|
287 |
|
Increase (decrease) in accrued expenses and other payables |
|
|
1,159 |
|
|
|
(458 |
) |
|
|
1,435 |
|
|
|
(1,183 |
) |
Total adjustments |
|
|
69 |
|
|
|
1,788 |
|
|
|
179 |
|
|
|
2,550 |
|
Net cash provided by (used in) operating activities |
|
$ |
2,154 |
|
|
$ |
(855 |
) |
|
$ |
4,078 |
|
|
$ |
(434 |
) |
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment of real estate properties under development |
|
$ |
(1,566 |
) |
|
$ |
(2,208 |
) |
|
$ |
(2,971 |
) |
|
$ |
(3,255 |
) |
Purchase of property, plant & equipment |
|
|
(13 |
) |
|
|
(364 |
) |
|
|
(129 |
) |
|
|
(416 |
) |
(Increase) decrease in deposits for real estate properties under development |
|
|
(186 |
) |
|
|
(200 |
) |
|
|
(166 |
) |
|
|
276 |
|
Increase in deposits for purchase of property, plant and equipment |
|
|
(13,166 |
) |
|
|
(118 |
) |
|
|
(13,383 |
) |
|
|
(113 |
) |
Proceeds from disposal of property, plant and equipment |
|
|
48 |
|
|
|
7 |
|
|
|
67 |
|
|
|
7 |
|
Cash received from finance lease receivable |
|
|
— |
|
|
|
323 |
|
|
|
— |
|
|
|
1,371 |
|
Decrease (increase) in short term investments |
|
|
54,835 |
|
|
|
6,788 |
|
|
|
34,944 |
|
|
|
(3,894 |
) |
Net cash provided by (used in) investing activities |
|
$ |
39,952 |
|
|
$ |
4,228 |
|
|
$ |
18,362 |
|
|
$ |
(6,024 |
) |
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends paid |
|
$ |
(2,557 |
) |
|
$ |
(734 |
) |
|
$ |
(5,108 |
) |
|
$ |
(1,468 |
) |
Proceeds from share issued for option exercise |
|
|
471 |
|
|
|
— |
|
|
|
874 |
|
|
|
— |
|
Net cash used in financing activities |
|
$ |
(2,086 |
) |
|
$ |
(734 |
) |
|
$ |
(4,234 |
) |
|
$ |
(1,468 |
) |
Net increase (decrease) in cash and cash equivalents |
|
$ |
40,020 |
|
|
$ |
2,639 |
|
|
$ |
18,206 |
|
|
$ |
(7,926 |
) |
Cash and cash equivalents at beginning of period |
|
|
73,184 |
|
|
|
146,797 |
|
|
|
94,558 |
|
|
|
157,371 |
|
Effect of exchange rate changes on cash and cash equivalents and short term investments |
|
|
2,781 |
|
|
|
(3,549 |
) |
|
|
3,221 |
|
|
|
(3,558 |
) |
Cash and cash equivalents at end of period |
|
$ |
115,985 |
|
|
$ |
145,887 |
|
|
$ |
115,985 |
|
|
$ |
145,887 |
|
9
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIODS ENDED JUNE 30, 2017 AND 2016
(In Thousands of US dollars)
1. |
These financial statements, including the consolidated balance sheet as of December 31, 2016, which was derived from audited financial statements, do not include all of the information and notes required by U.S. generally accepted accounting principles for complete financial statements and should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2016. |
2. |
In the opinion of management, all adjustments (consisting of normal, recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. |
3. |
Accumulated other comprehensive loss represents foreign currency translation adjustments. The consolidated comprehensive income (loss) was $2,085 and $(2,643) for the three months ended June 30, 2017 and 2016, respectively. |
4. |
A summary of the operation income, other income, net, net income (loss) and long-lived assets by geographical areas is as follows: |
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
|
|
2017 |
|
|
2016 |
|
|
2017 |
|
|
2016 |
|
||||
OPERATION INCOME WITHIN: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-PRC, excluding Hong Kong |
|
$ |
541 |
|
|
$ |
637 |
|
|
$ |
1,135 |
|
|
$ |
1,291 |
|
OTHER INCOME (EXPENSES), NET: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Gain (loss) on exchange difference |
|
$ |
2,692 |
|
|
$ |
(2,318 |
) |
|
$ |
3,539 |
|
|
$ |
(2,317 |
) |
- Interest income from finance lease receivable |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
16 |
|
- Loss from Wuxi operations |
|
|
(130 |
) |
|
|
(131 |
) |
|
|
(296 |
) |
|
|
(304 |
) |
- Others |
|
|
12 |
|
|
|
17 |
|
|
|
59 |
|
|
|
256 |
|
Total other income (expenses), net |
|
$ |
2,574 |
|
|
$ |
(2,432 |
) |
|
$ |
3,302 |
|
|
$ |
(2,349 |
) |
NET INCOME (LOSS) FROM OPERATIONS WITHIN: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- PRC, excluding Hong Kong |
|
$ |
(504 |
) |
|
$ |
(673 |
) |
|
$ |
(832 |
) |
|
$ |
(1,598 |
) |
- Hong Kong |
|
|
2,589 |
|
|
|
(1,970 |
) |
|
|
4,731 |
|
|
|
(1,386 |
) |
Total net income (loss) |
|
$ |
2,085 |
|
|
$ |
(2,643 |
) |
|
$ |
3,899 |
|
|
$ |
(2,984 |
) |
|
|
June 30, 2017 |
|
|
December 31, 2016 |
|
||
LONG-LIVED ASSETS WITHIN: |
|
|
|
|
|
|
|
|
- Real estate properties under development in PRC, excluding Hong Kong |
|
$ |
43,606 |
|
|
$ |
37,779 |
|
- Property, plant and equipment in PRC, excluding Hong Kong |
|
|
13,891 |
|
|
|
507 |
|
- Hong Kong |
|
|
3,208 |
|
|
|
3,228 |
|
Total long-lived assets |
|
$ |
60,705 |
|
|
$ |
41,514 |
|
10
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE PERIODS ENDED JULY 28, 2017
(In Thousands of US dollars except share and per share data)
|
|
Unaudited One month ended July 28, 2017 |
|
|
Unaudited Seven months ended July 28, 2017 |
|
|||
Operation income (1) |
|
$ |
175 |
|
|
$ |
1,310 |
|
|
Operation expense |
|
|
— |
|
|
|
— |
|
|
Net operation income |
|
|
175 |
|
|
|
1,310 |
|
|
Costs and expenses |
|
|
|
|
|
|
|
|
|
General and administrative expenses |
|
|
660 |
|
|
|
5,522 |
|
|
|
|
|
660 |
|
|
|
5,522 |
|
|
Operating loss |
|
|
(485 |
) |
|
|
(4,212 |
) |
|
Other income, net (2) |
|
|
388 |
|
|
|
3,690 |
|
|
Interest income |
|
|
571 |
|
|
|
4,895 |
|
|
Income before income tax |
|
|
474 |
|
|
|
4,373 |
|
|
Consolidated net income |
|
|
474 |
|
|
|
4,373 |
|
|
Other comprehensive income |
|
|
— |
|
|
|
— |
|
|
Consolidated comprehensive income (3) |
|
$ |
474 |
|
|
$ |
4,373 |
|
|
Earnings per share |
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.01 |
|
|
$ |
0.12 |
|
|
Diluted |
|
$ |
0.01 |
|
|
$ |
0.12 |
|
|
Weighted average number of shares (’000) |
|
|
|
|
|
|
|
|
|
Basic |
|
|
36,738 |
|
|
|
36,550 |
|
|
Diluted |
|
|
37,516 |
|
|
|
37,185 |
|
Notes:
(1) |
The property at phase 2 in Gushu has been rented to a third party lessee with a term of three and a half years since May 2014. |
(2) |
Other income, net, included exchange gain of $0.4 million, partly offset by loss from Wuxi operations of $0.1 million for the one month ended July 28, 2017. |
(3) |
Consolidated comprehensive income for the one month ended July 28, 2017 mainly included exchange gain of $0.4 million as a result of the appreciation of Renminbi against US dollar, interest income of $0.6 million earned from time deposits and net operation income of $0.2 million, partly offset by general and administrative expenses of $0.7 million. |
11
CONDENSED CONSOLIDATED BALANCE SHEETS
AS AT JULY 28, 2017
(In Thousands of US dollars)
|
|
Unaudited July 28, |
|
|
|
|
2017 |
|
|
ASSETS |
|
|
|
|
Current assets: |
|
|
|
|
Cash and cash equivalents(1) |
|
$ |
107,025 |
|
Short term investments(1) |
|
|
62,147 |
|
Prepaid expenses and other receivables |
|
|
4,841 |
|
Assets held for sale |
|
|
19,476 |
|
Total current assets |
|
|
193,489 |
|
Real estate properties under development, net(2) |
|
|
46,098 |
|
Property, plant and equipment, net |
|
|
17,112 |
|
Other assets |
|
|
104 |
|
Total assets |
|
$ |
256,803 |
|
LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
|
|
Current liabilities: |
|
|
|
|
Accounts payable |
|
$ |
4,534 |
|
Accrued expenses and other payables |
|
|
2,619 |
|
Dividend payable |
|
|
2,562 |
|
Total current liabilities |
|
|
9,715 |
|
EQUITY |
|
|
|
|
Shareholders’ equity: |
|
|
|
|
Common shares |
|
|
370 |
|
Additional paid-in capital |
|
|
245,295 |
|
Retained earnings |
|
|
10,953 |
|
Accumulated other comprehensive loss(3) |
|
|
(9,530 |
) |
Total shareholders’ equity |
|
|
247,088 |
|
Total liabilities and shareholders’ equity |
|
$ |
256,803 |
|
Note:
(1) |
According to the definition of “Balance Sheet” under the Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) 210-10-20, cash equivalents are short-term, highly liquid investments that are readily convertible to cash. Only investments with original maturities of three months or less when purchased qualify under that definition. Therefore, the fixed deposits maturing over three months in amount of $62 million as at July 28, 2017 are not classified as cash and cash equivalents but are separately disclosed as short term investments in the balance sheet. |
(2) |
Capitalization on project investment was $2.5million for July 2017, totaling $7.4 million for seven months ended July 28, 2017and our accumulated project investment was $46.1 million up to July 28, 2017. |
(3) |
Accumulated other comprehensive loss represented foreign currency translation adjustment. |
12
CONSENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE PERIODS ENDED JULY 28, 2017
(In Thousands of US dollars)
|
|
|
|
|||||
|
|
Unaudited One month ended July 28, 2017 |
|
Unaudited Seven months ended July 28, 2017 |
|
|||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
Consolidated net income |
|
$ |
474 |
|
$ |
4,373 |
|
|
Adjustments to reconcile consolidated net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization of property, plant and equipment, land use rights and other assets |
|
|
28 |
|
|
187 |
|
|
Loss on disposal of property, plant and equipment |
|
|
90 |
|
|
49 |
|
|
Share-based compensation expenses |
|
|
55 |
|
|
658 |
|
|
Unrealized exchange gain |
|
|
(286 |
) |
|
(2,536 |
) |
|
Changes in current assets and liabilities: |
|
|
|
|
|
|
|
|
Increase in prepaid expenses and other receivables |
|
|
(1,060 |
) |
|
(787 |
) |
|
(Decrease) increase in accrued expenses and other payables |
|
|
(263) |
|
|
1,172 |
|
|
Total adjustments |
|
|
(1,436 |
) |
|
(1,257) |
|
|
Net cash (used in) provided by operating activities |
|
$ |
(962 |
) |
$ |
3,116 |
|
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
Payment of real estate properties under development |
|
$ |
(373 |
) |
$ |
(3,344 |
) |
|
Purchase of property, plant & equipment |
|
|
(3 |
) |
|
(132 |
) |
|
Decrease (increase) in deposits for real estate properties under development |
|
|
6 |
|
|
(160 |
) |
|
Increase in deposits for purchase of property, plant and equipment |
|
|
(39 |
) |
|
(13,422 |
) |
|
Proceeds from disposal of property, plant and equipment |
|
|
1 |
|
|
68 |
|
|
(Increase) decrease in short term investments |
|
|
(7,433 |
) |
|
27,511 |
|
|
Net cash (used in) provided by investing activities |
|
$ |
(7,841 |
) |
$ |
10,521 |
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
Cash dividends paid |
|
$ |
(2,562 |
) |
$ |
(7,670 |
) |
|
Proceeds from share issued for option exercise |
|
|
2,008 |
|
|
2,882 |
|
|
Net cash used in financing activities |
|
$ |
(554 |
) |
$ |
(4,788 |
) |
|
Net (decrease) increase in cash and cash equivalents |
|
$ |
(9,357 |
) |
$ |
8,849 |
|
|
Cash and cash equivalents at beginning of period |
|
|
115,985 |
|
|
94,558 |
|
|
Effect of exchange rate changes on cash and cash equivalents and short term investments |
|
|
397 |
|
|
3,618 |
|
|
Cash and cash equivalents at end of period |
|
$ |
107,025 |
|
$ |
107,025 |
|
13