6-K
HIGHWAY HOLDINGS LTD (HIHO)
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 October 2020
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 ☐
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): ___
Attached to this Report on Form 6-K are the press releases issued by the registrant on October 5, 2020, October 7, 2020, October 8, 2020 and October 15, 2020.
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: October 30, 2020 | By | /s/ ROLAND W. KOHL |
| Roland W. Kohl | ||
| Chief Executive Officer |
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Exhibit 99.1
NEWS RELEASE
| CONTACT: | Gary S. Maier |
|---|---|
| Maier & Company, Inc. | |
| (310) 471-1288 |
HIGHWAY HOLDINGS ANNOUNCES PILOT PRORAMFOR NEW CUSTOMER
-- Company’s Manufacturing Capabilitiesin Myanmar Attractive to U.S. Businesses --
HONG KONG – October5, 2020-- Highway Holdings Limited (Nasdaq:HIHO) today announced the company will commence a pilot program to manufacture a security-related product for a U.S.-based company with a 50-year history in industrial and home security products. The products will be manufactured at Highway Holdings’ operations in Myanmar. Terms of the pilot program were not disclosed.
“The location of our operations in Myanmar and the company’s top-quality capabilities were important considerations in this customer’s selection of Highway Holdings as an alternative to China-based manufacturing. While this customer’s initial order volume is relatively small, we believe there is a mutual desire to establish a long-term relationship,” said Roland Kohl, chairman, president and chief executive officer.
Kohl emphasized this U.S.-based customer has been actively seeking manufacturing sources outside China to replace current suppliers in that country. The customer’s decision was prompted by its current suppliers not offering services outside of China and the escalating trade war between the United States and China. “The selection of Highway Holdings meets this customer’s objectives, and we are optimistic that our capabilities will more than meet expectations during the pilot program. Equally important, the selection of Highway Holdings also highlights the ongoing success of our strategy to attract business from U.S-based and European companies seeking suppliers outside China. We look forward to the successful completion of this pilot program and the opportunity to provide substantial additional manufacturing services to this customer and its numerous product categories,” Kohl said.
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 offices are located in Hong Kong and its manufacturing facilities are located in Yangon, Myanmar and Shenzhen, China.
Except for the historical informationcontained 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’srevenues, operations, markets, products and prices, and other factors discussed in the company’s various filings with theSecurities and Exchange Commission, including without limitation, the company’s annual reports on Form 20-F.
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NEWS RELEASE
| CONTACT: | Gary S. Maier |
|---|---|
| Maier & Company, Inc. | |
| (310) 471-1288 |
HIGHWAY HOLDINGS REPORTS FISCAL 2021SECOND QUARTER RESULTS
HONG KONG — October 7, 2020— Highway Holdings Limited (Nasdaq: HIHO) today reported results for its fiscal 2021 second quarter and six-months ended September 30, 2020.
Net sales for the fiscal 2021 second quarter were $2.7 million compared with $3.2 million a year earlier. Net income for the same period was $229,000, or $0.06 per diluted share, compared with a net loss of $94,000, or $0.02 per share, a year earlier.
Net sales for the first half of fiscal 2021 were $4.8 million compared with $6.0 million a year earlier. Net income for the same period was $6,000, or $0.00 per diluted share, compared with a net loss of $196,000, or $0.05 per share, a year ago.
“Results for the quarter and first half of fiscal 2021 reflect the worldwide the impact of the coronavirus pandemic. Nonetheless, despite unfavorable year-over-year sales comparisons, sales on a quarterly sequential basis actually increased 30 percent. Net income performance, though modest, was encouraging, despite the continued impact of the pandemic on operations and on our customers,” said Roland Kohl, chairman, president and chief executive officer.
Kohl noted that results for the quarter benefitted from various subsidies provided by the governments in Hong Kong and Shenzhen due to the continued impact of COVID-19, as well as from voluntary reductions of substantially all staff salaries.
Kohl emphasized the company expects to be effected by the coronavirus for at least another quarter, and potentially for the rest of the fiscal year -- reflecting the offset of certain customer business increases by other customers more sharply experiencing the impact of COVID 19 and reducing order activity.
“Nonetheless, new business opportunities are continuing and are encouraging, though the timing can be difficult to gauge and closing new business opportunities take longer due to the numerous travel restrictions caused by COVID 19. We remain optimistic about the future and believe the trade friction between the United States and China may actually be to our benefit because of our ability to manufacture in Myanmar,” Kohl said.
Gross profit for the second quarter of fiscal 2021 was $931,000 compared with $845,000 a year ago. Gross profit as a percentage of sales for the same period was 34.2 percent compared with 26.4 percent a year earlier. Gross profit for the six-month period of fiscal 2021 was $1.5 million compared with $1.6 million a year ago. Gross profit as a percentage of sales for the same period was 30.4 percent compared with 26.3 percent a year earlier. “Gross profit for both the quarter and six months of 2021 is not truly representative of the company’s expected annualized financial performance due to the many operational constraints and extraordinary income from varies governmental agencies,” Kohl said.
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Highway Holdings Ltd.
2-2-2
Net gain for the second quarter reflects a currency exchange loss of 18,000 compared with a $54,000 currency exchange gain for the same period last year -- mainly due to weakening of RMB. For the fiscal 2021 six-month period, the company reported a currency exchange loss of $38,000 compared with a currency exchange gain of $95,000 a year earlier. Since the company does not engage in currency exchange rate hedging, Highway Holdings will in the future continue to realize currency exchange gains and losses due to the fluctuation of currency exchange rates.
Kohl noted the company’s balance sheet remains strong, with cash and cash equivalents in excess of $8.6 million, or approximately $2.2 per diluted share, exceeding all of its short- and long-term liabilities by approximately $2.4 million.
Current liabilities at September 30, 2020 totaled $4.4 million and current assets were $12.2 million. Total shareholders’ equity at September 30, 2020 was $10.5 million, or $2.64 per diluted share, compared with $10.9 million, or $2.80 per diluted share, at March 31, 2020.
About Highway Holdings Limited
Highway Holdings is an international manufacturer of a wide variety quality parts and products for blue chip equipment manufacturers based primarily in Germany. Highway Holdings’ administrative offices are located in Hong Kong and its manufacturing facilities are located in Yangon, Myanmar and Shenzhen, China.
Except for the historical informationcontained 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’srevenues, operations, markets, products and prices, and other factors discussed in the company’s various filings with theSecurities and Exchange Commission, including without limitation, the company’s annual reports on Form 20-F.
(Financial Tables Follow)
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HIGHWAY HOLDINGSLIMITED AND SUBSIDIARIES
Consolidated Statementof Income
(Dollars in thousands, except per share data)
(Unaudited)
| **** | Three Months Ended | **** | Six Months Ended | **** | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| **** | September 30, | **** | September 30, | **** | ||||||||
| **** | 2020 | **** | 2019 | **** | 2020 | **** | 2019 | **** | ||||
| Net sales | $ | 2,719 | $ | 3,195 | $ | 4,776 | $ | 6,040 | ||||
| Cost of sales | 1,788 | 2,350 | 3,324 | 4,449 | ||||||||
| Gross profit | 931 | 845 | 1452 | 1,591 | ||||||||
| Selling, general and administrative expenses | 698 | 1,014 | 1,428 | 1,926 | ||||||||
| Operating income/(loss) | 233 | (169 | ) | 24 | (335 | ) | ||||||
| Non-operating items | ||||||||||||
| Exchange gain /(loss), net | (18 | ) | 54 | (38 | ) | 95 | ||||||
| Interest income | 4 | 19 | 8 | 29 | ||||||||
| Gain/(Loss) on disposal of Asset | 8 | 2 | 9 | 3 | ||||||||
| Other income/(expenses) | 7 | - | 8 | 1 | ||||||||
| Total non-operating income/(expenses) | 1 | 75 | (13 | ) | 128 | |||||||
| Net income (loss) before income tax and non-controlling interests | 234 | (94 | ) | 11 | (207 | ) | ||||||
| Income taxes | 0 | 0 | 0 | 0 | ||||||||
| Net income (loss) before non-controlling interests | 234 | (94 | ) | 11 | (207 | ) | ||||||
| Less: net gain/(loss) attributable to non-controlling interests | 5 | 0 | 5 | (11 | ) | |||||||
| Net income/(loss) attributable to Highway Holdings Limited’s shareholders | 229 | (94 | ) | 6 | (196 | ) | ||||||
| Net Gain/ (loss) per share – Basic | $ | 0.06 | $ | (0.02 | ) | $ | 0.00 | $ | (0.05 | ) | ||
| Net Gain/ (loss) per share - Diluted | $ | 0.06 | $ | (0.02 | ) | $ | 0.00 | $ | (0.05 | ) | ||
| Weighted average number of shares outstanding | ||||||||||||
| Basic | 3,909 | 3,904 | 3,909 | 3,853 | ||||||||
| Diluted | 3,981 | 3,904 | 3,981 | 3,853 |
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HIGHWAY HOLDINGS LIMITED AND SUBSIDIARIES
Consolidated Balance Sheet
(Dollars in thousands, except per share data)
| Mar 31 | |||||
|---|---|---|---|---|---|
| 2020 | |||||
| Current assets: | |||||
| Cash and cash equivalents | 8,642 | $ | 8,827 | ||
| Accounts receivable, net of doubtful accounts | 1,800 | 2,008 | |||
| Inventories | 1,536 | 2,000 | |||
| Prepaid expenses and other current assets | 209 | 388 | |||
| Total current assets | 12,187 | 13,223 | |||
| Property, plant and equipment, (net) | 911 | 878 | |||
| Operating lease right-of-use assets | 3,288 | 3,710 | |||
| Long-term deposits | 263 | 263 | |||
| Long-term loan receivable | 95 | 95 | |||
| Investments in equity method investees | - | - | |||
| Total assets | 16,744 | $ | 18,169 | ||
| Current liabilities: | |||||
| Accounts payable | 608 | $ | 997 | ||
| Operating lease liabilities, current | 853 | 782 | |||
| Other liabilities and accrued expenses | 1,917 | 2,294 | |||
| Income tax payable | 588 | 564 | |||
| Dividend payable | 399 | 351 | |||
| Total current liabilities | 4,365 | 4,988 | |||
| Long term liabilities : | |||||
| Operating lease liabilities, non-current | 1,648 | 2,034 | |||
| Deferred income taxes | 229 | 229 | |||
| Total liabilities | 6,242 | 7,251 | |||
| Shareholders’ equity: | |||||
| Preferred shares, 0.01 par value | - | - | |||
| Common shares, 0.01 par value | 40 | 40 | |||
| Additional paid-in capital | 11,574 | 11,537 | |||
| Accumulated deficit | (1,257 | ) | (865 | ) | |
| Accumulated other comprehensive income/(loss) | 129 | 196 | |||
| Treasury shares, at cost – Nil shares as of Sep 30, 2020; and on March 31, 2020 | - | - | |||
| Non-controlling interest | 16 | 10 | |||
| Total shareholders’ equity | 10,502 | 10,918 | |||
| Total liabilities and shareholders’ equity | 16,744 | $ | 18,169 |
All values are in US Dollars.
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NEWS RELEASE
| CONTACT: | Gary S. Maier |
|---|---|
| Maier & Company, Inc. | |
| (310) 471-1288 |
HIGHWAY HOLDINGS LIMITED DECLARES CASHDIVIDEND
HONG KONG – October 8, 2020-- Highway Holdings Limited (Nasdaq:HIHO) today announced its board of directors has declared a cash dividend of $0.06 per share on the company’s common stock. The dividend will be paid on November 25, 2020 to shareholders of record on November 3, 2020.
About Highway Holdings
Highway Holdings is an international manufacturer of a wide variety of quality parts products for blue chip equipment manufacturers based primarily in Germany. Highway Holdings’ administrative offices are located in Hong Kong, and its manufacturing facilities are located in Yangon, Myanmar and Shenzhen, China.
Except for the historical informationcontained 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’srevenues, operations, markets, products and prices, and other factors discussed in the company’s various filings with theSecurities and Exchange Commission, including without limitation, the company’s annual reports on Form 20-F.
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6
NEWS RELEASE
| CONTACT: | Gary S. Maier |
|---|---|
| Maier & Company, Inc. | |
| (310) 471-1288 |
HIGHWAY HOLDINGS ANNOUNCES MANUFACTURINGORDER
FOR VIDEO GAMING CONSOLES
HONG KONG – October 15, 2020-- Highway Holdings Limited (Nasdaq:HIHO) today announced that the company has received an initial manufacturing order valued at approximately $1.5 million from Playmaji, a California-based company, for an innovative gaming console designed to play new and legacy video games with premium quality and patent-protected modular gaming technology.
The order is the first order received under an exclusive two-year contract to manufacture Playmaji’s new Polymega game consoles and accessories. The exclusive manufacturing agreement, if fully utilized during the two-year period, represents a value of not less than $8.8 million.
“The location of our operations in Myanmar and the company’s top-quality capabilities were important considerations in this customer’s selection of Highway Holdings. However, the initial order will be produced at the company’s facility in China due to current travel restrictions in order to meet delivery schedules for the expected holiday seasonal demand. We anticipate this product line will contribute meaningfully to the company’s sales during the next few years, supported by exciting consumer marketing initiatives by Playmaji and increasing home entertainment demand due to the worldwide impact of the coronavirus. We look forward to mutual success and a long-term relationship,” said Roland Kohl, chairman, president and chief executive officer.
Kohl noted that the manufacturing contract was the result of a cooperative spirit over a considerable time period, and an extensive prototype development program.
“Given our strict quality requirements and risks associated with today’s ever-changing geopolitical climate, we found great value in the investments that Highway Holdings made to expand its operations into Myanmar, while also maintaining a presence in South China -- a large hub for our international supply chain. The team at Highway Holdings has been critical to executing our vision of Polymega brand products to date, and we are excited to bring Polymega into market this year in cooperation with the company’s expert production team,” said Bryan Bernal, chief executive officer and co-founder of Playmaji.
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As part of the exclusivity agreement, Highway Holdings was granted a two-year option to purchase up to 10% of the equity of Playmaji.
About Playmaji
Playmaji is a California-based specialty developer, producer, and manufacturer of next-generation video game related products for new and legacy game consoles. Additional information is available at www.polymega.com.
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 offices are located in Hong Kong and its manufacturing facilities are located in Yangon, Myanmar and Shenzhen, China. Additional information is available at www.highwayholdings.com
Except for the historical informationcontained 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’srevenues, operations, markets, products and prices, and other factors discussed in the company’s various filings with theSecurities and Exchange Commission, including without limitation, the company’s annual reports on Form 20-F.
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