SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2024
Commission File Number 001-38490
HIGHWAY HOLDINGS LIMITED
(Translation of Registrant’s Name Into English)
Suite 1801, Level 18
Landmark North
39 Lung Sum Avenue
Sheung Shui
New Territories, Hong Kong
(Address of Principal Executive Offices)
Indicate by check mark
whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F
☐
Attached to this Report on
Form 6-K is the press release issued by the registrant on July 19, 2024.
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.
|
HIGHWAY HOLDINGS LIMITED |
|
|
Date: July 25, 2024 |
By |
/s/ ROLAND W. KOHL |
|
|
Roland W. Kohl |
|
|
Chief Executive Officer |
1
Exhibit 99.1
NEWS
RELEASE
HIGHWAY HOLDINGS REPORTS FISCAL FOURTH QUARTER
AND
FULL YEAR 2024 RESULTS
HONG KONG – July 19, 2024 – Highway
Holdings Limited (Nasdaq: HIHO) today reported results for the fiscal fourth quarter and fiscal year ended March 31, 2024. The
Company notes that financial results are not comparable with results in prior years, as ongoing business uncertainties required it to
take multiple provision charges.
For the fiscal 2024 fourth quarter, net sales were
$1.4 million compared to $1.7 million in the year ago period, reflecting the ongoing negative impact of the COVID-19 pandemic and subsequent
boom and bust period, which led to a sudden reduction in sales and inventory imbalance at the Company’s customers and a material
decline in new orders. Gross profit was $26,000 compared to $263,000 in the year ago period. Net loss for the fiscal 2024 fourth quarter
was $1.18 million, or $0.26 per diluted share, compared to a net loss of $1.13 million, or $0.28 per diluted share in the year ago period.
Net sales for fiscal year 2024 were $6.3 million
compared to $10.2 million for the fiscal year 2023, reflecting the above noted negative impact of the COVID-19 pandemic. Gross profit
for the fiscal year 2024 was $1.7 million with a gross margin of 27%, compared to $3.1 million and 30.7% percent for the fiscal year 2023.
Net loss for the fiscal year 2024 was $959,000, or $0.22 per diluted share, compared with a net loss of $294,000, or $0.07 per diluted
share, in the fiscal year 2023.
Roland Kohl, chairman, president and chief executive
officer of Highway Holdings, said, “The decrease in sales for fourth quarter and fiscal year 2024 reflects the precipitous decline
in demand from nearly all of our customers as their businesses were whipsawed during and after COVID-19, first by supply shortages, lock
downs and logistical challenges followed by a worldwide loosening of COVID restrictions, which resulted in an immediate decrease in demand,
highly inflated inventory levels, and further production disruptions. The complexities of this business situation and boom and bust period
were unprecedented and are still being felt today. The severity of the impact on our business was increased due to the concentration of
customers reliant upon the home and household products markets. To put this in perspective, we saw demand from customers suddenly decline
for short time periods to almost zero, as they grappled with their own major business losses and increased inventory levels. As an OEM
company, we have no recourse or fallback position – when customer businesses fall we fall with them. In the past, we have been able
to mitigate the impact of market fluctuations with top tier customers. Unfortunately, with COVID-19, the severity of the business downturn
was too great even for them to offset.”
“The impact of this boom and bust cycle continues
to be felt throughout our industry worldwide, and directly impacts many of the customers we manufacture for in the home products space.
Our primary focus remains on supporting our customers and reinforcing our financial stability. Being conservative, which such an extreme
situation warrants, we established reserves for various contingencies, such as potential severance payments, allowances for expected credit
losses, potential inventory write offs and tax provisions. Also during the year, due to the ongoing difficult business climate, we took
an impairment loss for machines assets of $335,000 and $527,000 for use asset rights, which resulted in the unusually high loss for the
fiscal year 2024. In total, about $2.45 million of such write offs and provisions were taken as mentioned above, in an effort to protect
the Company from being caught in another extreme situation, which would damage our future expected recovery. These provisions, in combination
with our strong cash position and having no debt, should provide our Company increased stability in the future.”
“As an OEM, the dramatic decline in demand
and imbalance in inventory going into and coming out of COVID-19 have served as a stark reminder that we are not only completely dependent
on our customers but in addition some of our customers also use us to balance out their business failures. This business reality is serving
as a catalyst for us to work on the development of a second line of business with a greater sense of urgency in order to prevent –
or mitigate the risks – of such an event from happening again. We also remain active on the M&A front. The planned and previously
announced acquisition of Synova Metall- und Kunststofftechnik GmbH, a company in Germany, will be a significant strategic move if consummated
.. Synova operates an OEM/ODM business in similar industries to ours, with a different but equally, high-quality customer base. In the
wake of the current weak growth in the German economy, Synova’s business development has also weakened since the end of 2023. We
have therefore decided to postpone the acquisition for the time being, and will revisit this opportunity once business performance has
improved and we can project a positive outlook, as we have identified compelling synergies in our initial due diligence. Fortunately,
we remain in a strong financial position with total equity of $6.6 million as of March 31, 2024, representing approximately $1.52 per
diluted share, and are well-positioned for growth once the macro environment stabilizes and the effects of the post-COVID-19 boom and
bust cycle subside.”
The Company reported a $198,000 currency exchange
gain for the fiscal year 2024 compared with a $32,000 currency exchange gain in the fiscal year 2023. The currency exchange gain in the
current year was mainly due to the weakened Kyat. The Company does not engage in currency exchange rate hedging, and the fluctuations
in the exchange rate of the RMB and Kyat are expected to affect the Company’s future results. The Company received $248,000 in interest
income due to a better fund arrangement with banks for fixed deposits to maximize interest income.
The Company’s cash balance at March 31, 2024
was approximately $6.6 million, or approximately $1.51 per diluted share. Total current assets at March 31, 2024, were $9.6 million, with
working capital of $5.8 million and a current ratio of 2.5:1. Total accounts receivable at March 31, 2024 decreased to $1.2 million from
$1.9 million in the fiscal year 2023, reflecting the decrease in net sales in the fourth quarter and fiscal year 2024.
About Highway Holdings
Highway Holdings is an international manufacturer
of a wide variety of high-quality parts and products for blue chip equipment manufacturers based primarily in Germany. Highway Holdings’
administrative office is located in Hong Kong and its manufacturing facilities are located in Yangon, Myanmar and Shenzhen, China.
Except for the historical information contained
herein, the matters discussed in this press release are forward-looking statements which involve risks and uncertainties, including but
not limited to economic, competitive, governmental, political and technological factors affecting the company’s revenues, operations,
markets, products and prices, the impact of the worldwide COVID-19 pandemic, the political situation in Myanmar, relations between the
U.S. and China, and other factors discussed in the company’s various filings with the Securities and Exchange Commission, including
without limitation, the company’s annual reports on Form 20-F.
(Financial Tables Follow)
# # # #
For further information, please contract :
Global IR Partners
David Pasquale
HIHO@globalirpartners.com
New York office : +1-914-337-8801
Consolidated Statement of Income
HIGHWAY HOLDINGS LIMITED AND SUBSIDIARIES
Consolidated Statement of Income
(Dollars in thousands, except per share data)
|
|
Three Months Ended |
|
|
Year Ended |
|
|
|
March 31,
(Unaudited) |
|
|
March 31,
(Audited) |
|
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
Net sales |
|
$ |
1,420 |
|
|
$ |
1,695 |
|
|
$ |
6,321 |
|
|
$ |
10,242 |
|
Cost of sales |
|
|
1,394 |
|
|
|
1,432 |
|
|
|
4,613 |
|
|
|
7,101 |
|
Gross profit |
|
|
26 |
|
|
|
263 |
|
|
|
1,708 |
|
|
|
3,141 |
|
Selling, general and administrative expenses |
|
|
749 |
|
|
|
1,488 |
|
|
|
2,477 |
|
|
|
3,618 |
|
Impairment of property, plant and equipment |
|
|
335 |
|
|
|
- |
|
|
|
335 |
|
|
|
- |
|
Impairment of operating lease right of use assets |
|
|
527 |
|
|
|
- |
|
|
|
527 |
|
|
|
- |
|
Operating income/(loss) |
|
|
(1,585 |
) |
|
|
(1,225 |
) |
|
|
(1,631 |
) |
|
|
(477 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-operating items |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange gain/(loss), net |
|
|
140 |
|
|
|
6 |
|
|
|
198 |
|
|
|
32 |
|
Interest income |
|
|
92 |
|
|
|
52 |
|
|
|
248 |
|
|
|
87 |
|
Gain on disposal of assets |
|
|
14 |
|
|
|
0 |
|
|
|
16 |
|
|
|
7 |
|
Other income |
|
|
2 |
|
|
|
33 |
|
|
|
30 |
|
|
|
38 |
|
Total non-operating income / (expenses) |
|
|
248 |
|
|
|
91 |
|
|
|
492 |
|
|
|
164 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share of profits / (loss) of equity investee |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Net income/(loss) before income tax and non-controlling Interest |
|
|
(1,337 |
) |
|
|
(1,134 |
) |
|
|
(1,139 |
) |
|
|
(313 |
) |
Income taxes |
|
|
154 |
|
|
|
10 |
|
|
|
161 |
|
|
|
20 |
|
Net income/(loss) before non-controlling interests |
|
|
(1,183 |
) |
|
|
(1,124 |
) |
|
|
(978 |
) |
|
|
(293 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Net gain / (loss) attributable to non-controlling Interests |
|
|
(1 |
) |
|
|
1 |
|
|
|
(19 |
) |
|
|
1 |
|
Net income/(loss) attributable to Highway Holdings Limited shareholders |
|
$ |
(1,182 |
) |
|
$ |
(1,125 |
) |
|
$ |
(959 |
) |
|
$ |
(294 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income/(loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.26 |
) |
|
$ |
(0.28 |
) |
|
$ |
(0.22 |
) |
|
$ |
(0.07 |
) |
Diluted |
|
$ |
(0.26 |
) |
|
$ |
(0.28 |
) |
|
$ |
(0.22 |
) |
|
$ |
(0.07 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
4,474 |
|
|
|
4,087 |
|
|
|
4,373 |
|
|
|
4,070 |
|
Diluted |
|
|
4,474 |
|
|
|
4,087 |
|
|
|
4,373 |
|
|
|
4,070 |
|
HIGHWAY HOLDINGS LIMITED AND
SUBSIDIARIES
Consolidated Balance Sheet
(In thousands, except per share data)
| |
March 31, | | |
March 31, | |
| |
2024 | | |
2023 | |
Current assets: | |
| | |
| |
Cash and cash equivalents | |
$ | 6,601 | | |
$ | 6,952 | |
Accounts receivable, net of doubtful accounts | |
| 1,253 | | |
| 1,886 | |
Inventories | |
| 1,566 | | |
| 1,413 | |
Prepaid expenses and other current assets | |
| 226 | | |
| 406 | |
Income tax recoverable | |
| - | | |
| 3 | |
Total current assets | |
| 9,646 | | |
| 10,660 | |
| |
| | | |
| | |
Property, plant, and equipment, (net) | |
| - | | |
| 401 | |
Operating lease right-of-use assets | |
| 1,375 | | |
| 2,514 | |
Long-term deposits | |
| 202 | | |
| 213 | |
Long-term loan receivable | |
| 95 | | |
| 95 | |
Investments in equity method investees | |
| - | | |
| - | |
Total assets | |
$ | 11,318 | | |
$ | 13,883 | |
| |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Accounts payable | |
$ | 935 | | |
$ | 928 | |
Operating lease liabilities, current | |
| 588 | | |
| 573 | |
Accrual expenses and other liabilities | |
| 1,789 | | |
| 1,991 | |
Income tax payable | |
| 480 | | |
| 568 | |
Dividend payable | |
| 45 | | |
| 1 | |
Total current liabilities | |
| 3,837 | | |
| 4,061 | |
| |
| | | |
| | |
Long term liabilities: | |
| | | |
| | |
Operating lease liabilities, non-current | |
| 803 | | |
| 1,482 | |
Deferred income taxes | |
| - | | |
| 107 | |
Long term accrued expenses | |
| 40 | | |
| 17 | |
Total liabilities | |
| 4,680 | | |
| 5,667 | |
| |
| | | |
| | |
Shareholders’ equity: | |
| | | |
| | |
Preferred shares, $0.01 par value | |
| - | | |
| - | |
Common shares, $0.01 par value | |
| 44 | | |
| 41 | |
Additional paid-in capital | |
| 12,117 | | |
| 12,003 | |
Accumulated deficit | |
| (5,015 | ) | |
| (3,396 | ) |
Accumulated other comprehensive income /(loss) | |
| (501 | ) | |
| (444 | ) |
Non-controlling interest | |
| (7 | ) | |
| 12 | |
Total equity | |
| 6,638 | | |
| 8,216 | |
Total liabilities and shareholders’ equity | |
$ | 11,318 | | |
$ | 13,883 | |
5
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