<PAGE> 1
United States Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the quarterly period ended September 30, 1999
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _____________ to _______________
Commission file number 000-22161
Zindart Limited
(Exact name of registrant as specified in its charter)
Hong Kong
(State or other jurisdiction of incorporation or organization)
Not Applicable
(I.R.S. Employer Identification No.)
Flat C&D, 25/F Block 1
Tai Ping Industrial Centre
57 Ting Kok Road, Tai Po
New Territories, Hong Kong
(Address of principal executive offices)
011-852-2665-6992
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Indicate by checkmark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No ____
The number of shares of common stock outstanding as of September 30,
1999 was 8,813,625 (including the assumed issuance of 666,667 shares of common
stock reserved for future issuance pursuant to the acquisition of Hua Yang
Holdings Co., Ltd.).
1.
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS 3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 9
CONDITION AND RESULTS OF OPERATIONS
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 12
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY SHAREHOLDERS 13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 14
SIGNATURES 15
</TABLE>
REPORTS TO SHAREHOLDERS
Zindart Limited (the "Company") is publishing this report on Form 10-Q in order
to provide additional information to the Company's shareholders. However, the
Company, as a foreign private issuer, is not required to publish these reports
on these forms and may discontinue doing so at any time without prior notice.
Moreover, as a foreign private issuer, the company is and will remain exempt
from Section 14(a), 14(b), 14(c), and 14(f) of the Securities Exchange Act of
1934 (the "Exchange Act"), and the Company's officers, directors and principal
shareholders are and will remain exempt from the reporting and "short-swing"
profit recovery provisions contained in Section 16 of the Exchange Act until
such time as the company ceases to be a foreign private issuer.
Unless otherwise indicated, amounts denoted by "$" are U.S. dollars and amounts
denoted by "GBP" are pounds sterling of the United Kingdom.
2.
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets
(in thousands)
<TABLE>
<CAPTION>
As of Sept As of Mar 31,
30, 1999 1999
----------- -------------
(Unaudited)
<S> <C> <C>
Assets
Current assets:
Cash and bank deposits $ 5,272 $17,061
Accounts receivable, net 45,050 18,871
Bills receivable 266 256
Deposits and prepayments 4,188 1,379
Inventories, net 17,664 11,078
-------- -------
Total current assets 72,440 48,645
Property, machinery, equipment, net 34,018 30,311
Loan receivable 2,200 --
Goodwill, net 50,125 11,955
Deferred expenditures 923 --
-------- -------
Total assets $159,706 $90,911
======== =======
Liabilities, minority interests and shareholders' equity
Current liabilities:
Short-term bank borrowings $ 4,594 $ --
Deferred consideration 2,893 --
Convertible notes payable 1,431 --
Long-term bank loan, current portion 12,000 --
Accounts payable 13,916 5,421
Receipts in advance 2,210 1,802
Accrued liabilities 21,091 12,557
Taxation payable 3,638 1,436
-------- -------
Total current liabilities 61,773 21,216
Long-term bank loan, non-current portion 18,000 --
Convertible notes payable, non-current portion 3,294 --
Deferred taxation 970 971
-------- -------
Total liabilities 84,037 22,187
-------- -------
Minority interests 1,166 946
-------- -------
Shareholders' equity:
Common stock 527 527
Common stock reserved and to be issued 43 43
Additional paid-in capital 38,497 38,497
Reorganization adjustment (8,180) (8,180)
Retained earnings 43,450 37,024
Cumulative translation adjustments 166 (133)
-------- -------
Total shareholders' equity 74,503 67,778
-------- -------
Total liabilities, minority interests and shareholders' equity $159,706 $90,911
======== =======
</TABLE>
3.
<PAGE> 4
Consolidated Statements of Operations
Unaudited
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
September 30, September 30,
------------------------- -------------------------
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales $ 41,745 $ 35,442 $ 70,318 $ 64,809
Cost of sales (28,161) (24,620) (48,603) (44,847)
-------- -------- -------- --------
Gross profit 13,584 10,822 21,715 19,962
Selling, general and administrative expenses (8,479) (5,406) (13,530) (10,408)
Other income (expenses), net (321) (14) (10) (149)
Amortization of goodwill (384) (211) (554) (361)
-------- -------- -------- --------
Income before income taxes 4,400 5,191 7,621 9,044
Provision for income taxes (689) (511) (976) (825)
-------- -------- -------- --------
Income before minority interests 3,711 4,680 6,645 8,219
Minority interests (71) (139) (219) (592)
-------- -------- -------- --------
Net income $ 3,640 $ 4,541 $ 6,426 $ 7,627
======== ======== ======== ========
Basic earnings per share $ 0.41 $ 0.52 $ 0.73 $ 0.87
Weighted average number of shares outstanding - Basic 8,814 8,813 8,814 8,793
Diluted earnings per share $ 0.41 $ 0.51 $ 0.72 $ 0.86
Weighted average number of shares outstanding - Diluted 8,936 8,833 8,892 8,836
</TABLE>
4.
<PAGE> 5
Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Six Months Ended
-------------------------
Sept 30, Sept 30,
1999 1998
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 6,426 $ 7,627
Adjustments to reconcile net income to net cash
provided by operating activities:
Amortization of goodwill 554 361
Amortization of deferred expenditures 152 185
Depreciation of property, machinery and equipment 2,705 2,084
Net (gain) loss on disposals of property, machinery and equipment -- (23)
Minority interests 219 592
(Increase) decrease in operating assets:
Accounts receivable, net (18,328) (8,141)
Bills receivable (10) 55
Deposits and prepayments (1,224) 311
Inventories, net (2,330) 4,272
Increase (decrease) in operating liabilities:
Accounts payable 4,724 1,490
Receipts in advance 408 (1,228)
Accrued liabilities 7,869 424
Taxation payable 643 556
Deferred taxation (1) (1)
-------- -------
Net cash provided by operating activities 1,807 8,564
-------- -------
Cash flows from investment activities:
Net cash outflow for acquisition of a subsidiary (44,236) (575)
Acquisition of property, machinery and equipment (1,777) (2,534)
Additions of construction-in-progress -- (576)
Fixed assets disposal proceeds -- 28
Additions of deferred expenditures (875) --
New loan receivables (2,200) --
-------- -------
Net cash used in investing activities (49,088) (3,657)
-------- -------
</TABLE>
5.
<PAGE> 6
<TABLE>
<CAPTION>
Six Months Ended
-------------------------
Sept 30, Sept 30,
1999 1998
-------- --------
<S> <C> <C>
Cash flows from financing activities:
Net proceeds from issuance of common stock -- 4,931
Increase in short-term bank borrowings 618 --
New bank loan 30,000 --
New convertible notes issued 4,725 --
Repayment of revolving credit facility -- (22,000)
-------- --------
Net cash provided by (used in) financing activities 35,343 (17,069)
-------- --------
Effect of cumulative translation adjustments 149 (116)
-------- --------
Net decrease in cash and bank deposits (11,789) (12,278)
Cash and bank deposits, as of the beginning of the period 17,061 22,373
-------- --------
Cash and bank deposits, as of the end of the period $ 5,272 $ 10,095
======== ========
</TABLE>
6.
<PAGE> 7
Notes to Consolidated Financial Statements
(Unaudited)
September 30, 1999
1. Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial reporting and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Certain information and footnote
disclosures required by generally accepted accounting principles for
complete financial statements have been condensed or omitted.
In the opinion of management, the accompanying financial statements
include all adjustments considered necessary to present fairly the
financial position, results of operations, and cash flows of the
Company. The results of operations for the three months ended September
30, 1999 are not necessarily indicative of the results that may be
expected for fiscal year 2000. These consolidated financial statements
should be read in conjunction with the financial statements and notes
thereto included in the Company's Form 10-K for the fiscal year ended
March 31, 1999, which have been previously filed with the Securities and
Exchange Commission.
2. Inventories
Inventories comprised:
<TABLE>
<CAPTION>
September 30, 1999 March 31, 1999
------------------ --------------
<S> <C> <C>
$ '000 $ '000
Raw materials 10,016 6,641
Work-in-process 3,087 3,287
Finished goods 5,641 2,212
------- -------
18,744 12,140
Less: Allowance for slow-moving and
obsolete inventories (1,080) (1,062)
------- -------
17,664 11,078
======= =======
</TABLE>
3. Comprehensive Income
The Company has adopted SFAS No. 130 "Reporting Comprehensive Income"
which establishes guidance for the reporting and display of
comprehensive income and its components. The purpose of reporting
comprehensive income is to report a measure of all changes in equity
that resulted from recognized transactions and other economic events of
the period other than transactions with stockholders. Adoption of SFAS
No. 130 had no economic impact on the Company's consolidated financial
position, net income, stockholders' equity or cash flows, although the
presentation of certain items has changed. The components of accumulated
other comprehensive income included in the accompanying consolidated
balance sheets consist of cumulative translation adjustments as of the
end of each period.
7.
<PAGE> 8
Comprehensive income and its components, net of tax, comprised:
<TABLE>
<CAPTION>
Three Months Ended
September 30,
--------------------
1999 1998
------ ------
<S> <C> <C>
$ '000 $ '000
Net income 3,640 4,541
Other comprehensive income, net of tax:
Translation adjustments 296 (3)
------ ------
Comprehensive income 3,936 4,538
====== ======
</TABLE>
4. Computation of earnings per share:
The numerator in calculating both basic and diluted earnings per share
for each period is reported net income. The denominator is based on the
following weighted-average number of common shares:
<TABLE>
<CAPTION>
Three Months Ended September 30,
-------------------------------
1999 1998
--------- ---------
<S> <C> <C>
Basic 8,814,000 8,813,000
Diluted 8,936,000 8,833,000
</TABLE>
The difference between basic and diluted weighted average common shares
results from the assumption that dilutive stock options outstanding were
exercised.
8.
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This Management's Discussion and Analysis of Financial Condition and Results of
Operations contains forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933 and Section 21A of the Securities Exchange Act of
1934 regarding events and trends which may affect the Company's future operating
results and financial position. These statements are subject to risks and
uncertainties that could cause actual results to differ materially from those
anticipated. These risks and uncertainties include, but are not limited to, the
Company's dependence on major customers and on parties located in mainland
China, changes in market demand for the Company's products, economic factors
that include the international financial situation in Asia and other economic
conditions, the Company's reliance on key personnel and those other factors
discussed in the section titled "Risk Factors" and elsewhere in the Company's
Form 10-K for the fiscal year ended March 31, 1999, as well as those discussed
elsewhere in this Form 10-Q. The forward-looking statements are based on
information available to the Company on the date of this report, and the Company
undertakes no obligation to revise these forward-looking statements to reflect
subsequent events or circumstances.
The Company is a turnkey manufacturer of high-quality die-cast, injection-molded
and paper products, including die-cast collectibles, collectible holiday
ornaments and toys, hand-made books and specialty packaging products. The
Company is a Hong Kong corporation headquartered in Hong Kong, and its
manufacturing operations are located in the neighboring Guangdong province of
mainland China. The Company serves a growing number of customers that are
brand-name marketers of die-cast and injection-molded giftware and collectibles,
as well as packagers and publishers of books in the United States and Europe.
On July 28, 1999, the Company acquired all of the outstanding shares of stock of
Corgi Classics Limited, a corporation registered in England and Wales. Corgi is
a producer of collectible items and figurines. In consideration for the stock,
the Company paid GBP29,000,000, including the assumption of existing debt, the
issuance of GBP6,557,817 of preferred stock to certain former stockholders of
Corgi and the issuance of GBP3,000,000 in loan notes (the "Loan Notes") to
certain stockholders of Corgi. The Loan Notes carry with them a right
exercisable by the Noteholders (as defined in the Loan Notes) to require the
Company to purchase the outstanding amount of the Loan Notes in exchange for the
issuance to the Noteholders of common stock of the Company at a price equal to
80 percent of the average market price of the common stock over a ten-day period
prior to exercise of the right, so long as the average market price is above
$12. This right is exercisable over a two-year period commencing on July 28,
1999 subject to certain conditions.
The acquisition of Corgi was financed by a $30,000,000 term loan extended on
July 28, 1999 to a subsidiary of the Company by ABN AMRO Bank N.V., London
Branch (the "Term Loan"). A standby letter of credit facility between ABN AMRO
Bank N.V., Hong Kong Branch, and certain other financial institutions and the
Company also in the amount of $30,000,000, was entered into on the same date in
support of the Term Loan.
9.
<PAGE> 10
Results of Operations
The table below sets forth certain statement of operations data as a percentage
of net sales for the three months ended September 30, 1999 and 1998.
<TABLE>
<CAPTION>
Three Months Ended Three Months Ended
September 30, 1999 September 30, 1998
------------------ ------------------
<S> <C> <C>
Net sales 100.0% 100.0%
Gross profit 32.5% 30.5%
Selling, general and administrative 20.3% 15.3%
expenses
Operating income 12.2% 15.3%
Other income (expenses), net (0.8%) --
Amortization of goodwill 0.9% 0.6%
Income before income taxes 10.5% 14.6%
Provision for income taxes 1.7% 1.4%
Minority interests 0.2% 0.4%
Net income 8.7% 12.8%
</TABLE>
Net sales. Net sales for the three months ended September 30, 1999 were
$41.7 million, an increase of $6.3 million, or 17.8%, from the same period in
1998. The increase is primarily due to the acquisition of Corgi and stronger
sales in the high-quality book category.
Gross Profit. Gross profit was $13.6 million for the three months ended
September 30, 1999, an increase of $2.8 million, or 25.9%, from the same period
in 1998. Gross margin was 32.5% for the three months ended September 30, 1999 as
compared to 30.5% for the same period in 1998. The increase in gross margin is
primarily due to the addition of the Corgi business, whose gross margin was
52.1%.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses were $8.5 million for the three months ended September
30, 1999, an increase of $3.1 million, or 57.4%, from the same period in 1998.
The increase is primarily due to the addition of the selling, general and
administrative expenses of Corgi Classics.
Other income (expenses), net. Other expenses were $0.3 million for the
three months ended September 30, 1999, an increase of $0.3 million, from the
same period in 1998. Increase in other expenses is primarily due to interest
expenses for the Term Loan and the Loan Notes incurred in connection with the
Corgi acquisition.
Net income. As a result of the increase in selling, general and
administrative expenses and other expenses, offset in part by the increase in
net sales, and the other factors discussed above, net income was $3.6 million
for the three months ended September 30, 1999, a decrease of $0.9 million, or
20.0%, from the same period in 1998.
10.
<PAGE> 11
Liquidity and Capital Resources
Cash and bank deposits were $5.3 million at September 30, 1999. Cash
generated from operating activities was $1.8 million for the six months ended
September 30, 1999. Cash used by investing activities was $49.1 million,
primarily in connection with the Corgi acquisition.
Zindart has revolving lines of credit with the following banks: ABN AMRO
Bank, Standard Chartered Bank, KBC Bank NV and The Hongkong and Shanghai Banking
Corporation Limited. As of September 30, 1999, the Company had available banking
facilities with these banks of up to $54.1 million. On July 28, 1999, the
Company drew down its $30 million term loan from ABN AMRO Bank at interest rate
of 3-month LIBOR plus a margin. The term loan has a tenure of 30 months. The
company expects to repay the term loan and related interest from internally
generated funds.
In May 1999, the Company entered into a credit agreement with one of its
customers, Intervisual Books Inc. ("IBI") to facilitate its acquisition of a
distributing company. The Company believes this acquisition will be beneficial
to both IBI and the Company. Under the terms of this credit agreement, the
Company agreed to provide a $2.3 million revolving credit facility to IBI, which
bears interest at a rate of 5% above LIBOR per annum and will mature in May 2000
and is secured by certain assets of IBI. The credit agreement may be extended
for an additional year in exchange for warrants to purchase IBI stock. As of
September 30, 1999, the loan due from IBI was $2.2 million.
Consistent with the industry practice, the Company offers accounts
receivable terms to its customers. This practice has created working capital
requirements that the Company generally has financed with net cash balances and
internally generated cash flow. The Company's accounts receivable balance at
September 30, 1999 was $45.1 million.
The Company's sales are denominated in either U.S. dollars or Hong Kong
dollars. The majority of the Company's expenses are denominated in Hong Kong
dollars, followed by renminbi (the currency of mainland China) and U.S. dollars.
The Company is subject to a variety of risks associated with changes among the
relative values of the U.S. dollar, Hong Kong Dollar and the renminbi. The
Company does not currently hedge its foreign exchange positions. Any material
increase in the value of the Hong Kong dollar or renminbi relative to the U.S.
dollar would increase the Company's expenses and therefore would have a material
adverse effect on the Company's business, financial condition and results of
operations.
11.
<PAGE> 12
Year 2000 Compliance
The Company's operations may suffer if the computer systems on which it depends
are not Year 2000 compliant. The Company has undertaken a systematic approach to
address the Year 2000 issue. It has completed an upgrade and rectification work
for its current computer systems to make them Year 2000 compliant. The Company
has completed its inventory lists and obtained their respective Year 2000
compliance letters in order to reduce exposure to Year 2000 problems. The
Company has also obtained backup generators to reduce its exposure to any
disruption of plant operations as a result of Year 2000 problems. In addition,
the Company has adopted general procedures in its contingency plans for the
safeguard of data and protection of communications between its Hong Kong office
and factories in mainland China. The Company has established risk mitigation
measures and contingency plans as well as roll-over plans. Under the contingency
plan, the Company has scheduled a series of preventive actions such as building
up additional stock of major materials and pre-producing goods which should be
delivered around December 1999 and January 2000. The Company has also contacted
relevant major vendors, suppliers and business counterparties to seek
confirmations of their respective Year 2000 readiness status. The Company is
also taking additional necessary measures to prepare for the Year 2000
transition. Despite these measures, there can be no assurance that the Company
will not fall victim to Year 2000 problems.
Seasonality
Our operating results in the past have fluctuated and those results may
fluctuate in the future. We cease production for a two-week period during
January or February of each year due to the observance of the lunar new year
holiday in Hong Kong and mainland China, which has caused revenues during the
fourth fiscal quarter of each year to be lower than revenues during the other
three quarters. We may also experience fluctuations in quarterly sales and
related net income compared with other quarters due to the timing of receipt of
orders from customers and the shipment of products. Sales of books are weighted
toward the Christmas season; as a result, book sales in the first half of our
fiscal year are generally higher than in the second half.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's primary risk exposures arise from changes in interest rates and
foreign currency exchanges rates. The Company had $30 million in variable rate
debt outstanding at September 30, 1999. The Company does not currently hedge its
interest rate exposure. Based on its current level of variable rate debt, the
Company believes that its results from operations and cash flows would not be
adversely affected if the applicable interest rate were increased one percent.
The Company is exposed to risk from changing foreign currency exchange rates.
The Company's sales are denominated either in U.S. dollars or Hong Kong dollars.
The majority of the Company's expenses are denominated in Hong Kong dollars,
followed by renminbi (the currency of mainland China) and U.S. dollars. The
Company is subject to a variety of risks associated with changes among the
relative values of the U.S. dollar, Hong Kong Dollar and the renminbi. The
Company does not currently hedge its foreign exchange positions. Any material
increase in the value of the Hong Kong dollar or renminbi relative to the U.S.
dollar would increase the Company's expenses and therefore would have a material
adverse effect on the Company's business, financial condition and results of
operations.
12.
<PAGE> 13
PART II OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders.
The annual general meeting of the Company's stockholders was held on September
10, 1999, to consider and vote upon the following matters, each of which were
approved by the indicated vote:
1. Proposal to adopt the audited financial statements and the reports of the
directors and auditors of the Company for the fiscal year ended March 31, 1999
<TABLE>
<CAPTION>
Votes for Votes against Abstentions
<S> <C> <C>
4,929,594 135 4,311
</TABLE>
2. Proposal to re-elect ten directors to serve for the ensuing year and until
their successors are elected
<TABLE>
<CAPTION>
Votes cast for each director
------------------------------------------------
Votes for Votes against Abstentions
--------- ------------- -----------
<S> <C> <C> <C>
Robert A. Theleen 4,917,655 5,735 10,650
Alexander M.K. Ngan 4,917,503 11,402 5,135
Feather F.Y. Fok 4,922,103 6,785 5,152
James G. Gilleran 4,920,820 1,835 11,385
Christopher Guest 4,921,003 1,652 11,385
Leo Paul Koulos 4,916,503 12,285 5,252
Monique S.H. Lau 4,920,248 7,685 6,252
Gordon L.M. Seow 4,920,248 7,657 6,135
Stanley Wang 4,914,885 14,320 4,835
Victor Wang 4,921,003 8,802 4,235
</TABLE>
3. Proposal to authorize the Board of Directors to issue all or part of the
authorized but unissued shares of the Company, in such manner and to such
persons as they shall in their absolute discretion deem fit, such authorization
to lapse at the Company's next annual general meeting.
<TABLE>
<CAPTION>
Votes for Votes against Abstentions
--------- ------------- -----------
<S> <C> <C> <C>
4,844,986 31,812 57,242
</TABLE>
4. Proposal to re-appoint Arthur Andersen & Co. as independent auditors of the
Company for the fiscal year ending March 31, 2000.
<TABLE>
<CAPTION>
Votes for Votes against Abstentions
--------- ------------- -----------
<S> <C> <C> <C>
4,923,710 3,213 7,117
</TABLE>
13.
<PAGE> 14
An extraordinary general meeting of the Company's stockholders was held on
September 10, 1999, to consider and vote upon a proposal to approve (1) the
reincorporation of the Company from Hong Kong to Bermuda and (2) special
resolutions designed to implement the reincorporation. The proposal was approved
by the following vote:
<TABLE>
<CAPTION>
Votes for Votes against Abstentions
--------- ------------- -----------
<S> <C> <C> <C>
4,903,571 23,040 7,429
</TABLE>
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits. The following exhibits are filed with this report:
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
27.1 Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K
The Company's Current Report on Form 8-K regarding its acquisition of
Corgi Classics Limited was filed on August 12, 1999 and amended on
October 12, 1999.
14.
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ZINDART LIMITED
/s/ Feather Fok
-----------------------------------
Dated: November 12, 1999 By: Feather Fok
Chief Financial Officer
(Principal Financial Officer)
15.
<PAGE> 16
Exhibit Index
Exhibit
Number Description
- ------- -----------
27.1 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-START> JUL-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 5,272,000
<SECURITIES> 0
<RECEIVABLES> 45,050,000
<ALLOWANCES> 3,408,000
<INVENTORY> 17,664,000
<CURRENT-ASSETS> 72,440,000
<PP&E> 34,018,000
<DEPRECIATION> 28,009,000
<TOTAL-ASSETS> 159,706,000
<CURRENT-LIABILITIES> 61,773,000
<BONDS> 0
0
0
<COMMON> 570,000
<OTHER-SE> 73,933,000
<TOTAL-LIABILITY-AND-EQUITY> 159,706,000
<SALES> 41,745,000
<TOTAL-REVENUES> 41,745,000
<CGS> 28,161,000
<TOTAL-COSTS> 28,161,000
<OTHER-EXPENSES> 8,479,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 563,000
<INCOME-PRETAX> 4,400,000
<INCOME-TAX> 689,000
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,640,000
<EPS-BASIC> 0.41
<EPS-DILUTED> 0.41
</TABLE>
