TXIC Tongxin International Ltd (CE)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 27, 2015

 

TONGXIN INTERNATIONAL LTD.
(Exact name of registrant as specified in its charter)

 

 

British Virgin Islands (State or other jurisdiction of incorporation)

333-147086-01 (Commission File No.)

(IRS Employer Identification No.)

 

Hunan Tongxin, Jiangbei Town, Changsha County, Hunan Province, 410135, China

 

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code:073186264578

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 2.02 Results of Operation and Financial Condition.

 

Tongxin International (PINKSHEETS:TXIC), today released Summary of Unaudited Financial Results for the Year Ended December 31, 2014.

 

The information in this Item 2.02 in this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Item 2.02 of this Current Report on Form 8-K shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by reference in such filing.

 

Item 8.01 Other Events.

 

Tongxin International (PINKSHEETS:TXIC), today announced that its Board of Directors is exploring a full range of strategic alternatives for the Company to enhance value for stockholders, including, but not limited to, strategic investment, strategic joint ventures, sale of the Company, privatization, and returning capital to investors.

 

No timetable has been set for the Company's process. TXIC does not expect to comment further or update the market with any additional information on the process unless and until its Board of Directors has approved a specific transaction or otherwise deems disclosure appropriate or necessary. There is no assurance that this strategic alternatives review will result in TXIC changing its current business plan, pursuing a particular transaction or completing any such transaction. 

 

Cautionary Statement Regarding Forward-Looking Statements

 

This Form 8-K and the press release filed as an exhibit to this Form 8-K may contain statements regarding the Company’s expectations plans, goals, objectives, assumptions or information about future events, any and all of which may constitute forward-looking statements or information under applicable securities laws. Such forward-looking statements or information are based on a number of assumptions which may prove to be incorrect. Although the Company believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements because the Company can give no assurance that such expectations will prove to be correct.

 

All forward-looking statements or information are based on current expectations, estimates and projections that involve a number of risks and uncertainties which could cause actual results to differ materially from those anticipated by the Company and described in the forward-looking statements or information. These risks and uncertainties include those described in the Company’s reports to the SEC, and, among others, the cost and timing of implementing restructuring actions, the Company’s ability to generate cost savings or manufacturing efficiencies to offset or exceed contractually or competitively required price reductions or price reductions to obtain new business, conditions in the automotive industry, certain global and regional economic conditions, the continuing ability of the Company to prepare and timely file statements or reports with the SEC, and the effect of any goodwill impairment analyses that the Company may perform in the future. If one or more of these risks or uncertainties materialize (or the consequences of such a development changes), or should underlying assumptions prove incorrect, actual outcomes may vary materially from those forecasted or expected.

 

The forward-looking statements or information contained in this Form 8-K and the press release filed as an exhibit to this Form 8-K are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

  

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

The following exhibit is filed with this Current Report on Form 8-K:

 

Exhibit No.		Description
99.1		Tongxin International Summary of Unaudited Financial Results for the Year Ended December 31, 2014

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

	TONGXIN INTERNATIONAL LTD.
Date: March 27, 2015	By: /s/ Zhang Duanxiang
	Name: Zhang Duanxiang
	Its: Chief Executive Officer

 

 

 

 

 

Exhibit 99.1

 

 

TONGXIN INTERNATIONAL, LTD.

UNAUDITED CONSOLIDATED BALANCE SHEETS

(US$ amounts expressed in thousands, except for share data and par value)

 

		December 31
		2014				2013				2012
ASSETS
Current assets:
Cash and cash equivalents		$	1,169			$	1,264			$	2,659
Restricted cash - security deposit			2,756				4,066				5,224
Notes receivable			4,229				970				4,330
Accounts receivable-trade, net of allowance for doubtful accounts			14,631				8,602				8,244
Other receivable, net of allowance for doubtful accounts			2,905				13,603				1,946
Due (to) from related parties			(1237	)			(1261	)			(1229	)
Inventories			28,481				28,973				25,586
Prepaid expenses and other			(77	)			104				(41	)
Advance to suppliers			(5	)			6				52
Deferred income tax assets			2,347				2,376				2,337
Total current assets		$	55,199			$	58,702			$	49,109
Investments in non-consolidated subsidiaries and affiliates
Property, plant and equipment, net of accumulated depreciation			46,950				51,927				54,603
Land occupancy rights, net			13,916				14,199				13,990
Total assets		$	116,065			$	124,828			$	117,702
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	26,007			$	24,175			$	22,935
Notes payable			5,428				6,442				8,828
Accrued expenses and other liabilities			11,777				20,303				1,010
Income taxes payable			20,115				19,787				18,638
Short-term loans payable			26,161				19,544				23,111
Total current liabilities		$	89,489			$	90,251			$	74,521
Long-term liabilities:
Long-term loans payable			7				8				3,378
Deferred income tax liability			1,409				1,437				1,400
Total liabilities		$	90,905			$	91,696			$	79,299
Shareholders’ equity:
Preferred stock - $0.001 par value, authorized 1,000,000 shares; none issued
Common stock - $0.001 par value, authorized 39,000,000 shares; 16,117,944, 16,035,006, and 15,937,361 shares issued and 14,528,522, 14,445,584, and 14,347,939 shares outstanding in 2014, 2013 and 2012, respectively.		$	15			$	15			$	15
Additional paid-in-capital			99,093				99,093				99,093
Treasury stock, at cost - 1,589,422 common shares			(7,682	)			(7,682	)			(7,682	)
Appropriation to reserve & Accumulated other comprehensive income			7,798				8,253				7,425
Retained earnings (deficit)			(74,072	)			(66,566	)			(60,473	)
Minority Interests			7				19				24
Total shareholders’ equity		$	25,160			$	33,133			$	38,402
Total liabilities and shareholders’ equity		$	116,065			$	124,828			$	117,702

 

 

 

TONGXIN INTERNATIONAL, LTD.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(US$ amounts expressed in thousands)

 

		Year Ended				Year Ended				Year Ended
		December 31,				December 31,				December 31,
		2014				2013				2012
Revenues		$	61,076			$	73,750			$	78,162
Cost of goods sold			56,733				68,058				73,725
Gross profit			4,343				5,692				4,437
Selling, general and administrative expenses			9,126				10,223				11,638
Operating income			(4,783	)			(4,531	)			(7,201	)
Other income (expenses):
Government subsidy income			395				769				152
Other			(297	)			584				270
Interest expense			(3,048	)			(2,906	)			(2,737	)
Total other income (expenses)			(2,950	)			(1,553	)			(2,315	)
Income (loss) before income taxes			(7,732	)			(6,084	)			(9,516	)
Income taxes expense			450				232				84
Net (loss) income			($8,183	)			($6,316	)			($9,601	)