6-K
Skyline Builders Group Holding Ltd (KAZR)
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 February 2025
Commission File Number: 001-42461
SKYLINE BUILDERS GROUP HOLDING LIMITED
(Registrant’sName)
Office A, 15/F, Tower A, Capital Tower,
No. 38 Wai Yip Street, Kowloon Bay, Hong Kong
(Address of Principal Executive Offices)
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 ☐
Financial Statements and Exhibits.
The following exhibits are being filed herewith:
| Exhibit No. | Description |
|---|---|
| 99.1 | Skyline Builders Group Holding Limited Financial Results For The Six Months Ended September 30, 2024 |
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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.
| Skyline Builders Group Holding Limited | ||
|---|---|---|
| Date: February 11, 2025 | By: | /s/ Ngo Chiu Lam |
| Name: | Ngo Chiu, LAM | |
| Title: | Chairman of the Board,<br><br> <br>Chief Executive Officer and Director |
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Exhibit 99.1
Skyline Builders Group Holding Limited FinancialResults For The Six Months Ended September 30, 2024
Skyline Builders Group Holding Limited (“SKBL” or the “Company”) (Nasdaq: SKBL) is an exempted company with limited liability incorporated under the laws of the Cayman Islands with no material operations of its own. The Company operates its business primarily through its indirectly wholly-owned operating subsidiary, Kin Chiu Engineering Limited, as an approved public works contractor undertaking roads and drainage works in Hong Kong. The Company today announced its unaudited financial results for the six months ended September 30, 2024.
Financial Results For The Six Months EndedSeptember 30, 2024
| Six Months Ended September 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | variance | variance | ||||||
| US | US | US | % | ||||||
| Revenues | 3.3 | % | |||||||
| Cost of revenue | ) | ) | ) | 2.4 | % | ||||
| Gross profit | 18.4 | % | |||||||
| Operating expenses: | |||||||||
| General and administrative expenses | ) | ) | (4.6 | )% | |||||
| Allowance for credit losses | ) | ) | (72.3 | )% | |||||
| Total operating expenses | ) | ) | (16.5 | )% | |||||
| Income from operations | 51.7 | % | |||||||
| Other income/(expense) | |||||||||
| Interest expense | ) | ) | ) | 101.9 | % | ||||
| Other income, net | ) | (79.1 | )% | ||||||
| Total other income/(expense), net | ) | ) | ) | 651.6 | % | ||||
| Income before income taxes and equity in net losses of affiliates | ) | (1.4 | )% | ||||||
| Income tax expense | ) | ) | ) | 15.0 | % | ||||
| Income before equity in net losses of affiliates | ) | (3.6 | )% | ||||||
| Equity in net losses of affiliates | ) | ) | (98.6 | )% | |||||
| Net income | 2.1 | % | |||||||
| Other comprehensive income/(loss) | |||||||||
| Foreign currency translation adjustment | 219.6 | % | |||||||
| Comprehensive income | 5.2 | % |
All values are in US Dollars.
Revenue
Our revenue was US$25,491,474 for the six months ended September 30, 2024, as compared to US$24,674,384 for the six months ended September 30, 2023, an increase of US$817,090, or 3.3%. The increase in our revenue was primarily driven by a higher volume of newly secured public sector projects during the six months ended September 30, 2024. These projects contributed to a steady rise in contract values and service demand.
Cost of revenue
Our cost of revenue primarily consists of subcontracting charges, material and consumables costs, direct labor costs, and overhead costs such as depreciation of equipment that are directly attributable to services provided. We incurred a cost of revenue of US$23,917,413 for the six months ended September 30, 2024, as compared to US$23,345,483 for the six months ended September 30, 2023, an increase of US$571,930 or 2.4%. The increase was generally in line with the increase in revenue. The increase in cost of revenue was primarily due to a higher reliance on subcontracting, which resulted in increased subcontracting charges. This was partially offset by a reduction in direct labor and overhead costs, as the company optimized its workforce allocation and project execution strategies.
Gross profit and gross profit margin
Our total gross profit was US$1,574,061 for the six months ended September 30, 2024, as compared to US$1,328,901 for the six months ended September 30, 2023, an increase of US$245,160 or 18.4%. The increase in total gross profit was mainly attributable to the increase in revenue for the six months ended September 30, 2024, as compared to the six months ended September 30, 2023. The gross profit margin slightly improved from approximately 5.4% for the six months ended September 30, 2023 to approximately 6.2% for the six months ended September 30, 2024, which was mainly attributable to more efficient revenue recognition, economies of scale, and reduced cost per unit in the middle stages of certain projects.
General and administrative expenses
General and administrative expenses mainly consist of administrative staff costs, consultancy fees, directors’ remuneration, bank charges, depreciation, and other miscellaneous administrative expenses. We incurred general and administrative expenses of US$509,741 for the six months ended September 30, 2024, compared to US$534,568 for the six months ended September 30, 2023, a decrease of US$24,827 or 4.6%. The decrease in general and administrative expenses was attributable to several changes. Consultancy fees decreased from US$82,597 for the six months ended September 30, 2023 to US$2,690 for the six months ended September 30, 2024, related to the significant decrease for the supporting services of the bank financing. Bank charges increased by 117.1% from US$28,661 for the six months ended September 30, 2023 to US$62,229 for the six months ended September 30, 2024, attributed to higher transaction volumes and new banking arrangements. In addition, the one-off expenses of US$25,599 in relation to Reorganization was incurred for the six months ended September 30, 2024.
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Other income, net
Other income, net mainly represents various income streams including bank interest income, imputed interest income, consultancy fee income, and sundry income. The overall decrease in other income by 79.1%, from US$167,997 for the six months ended September 30, 2023 to US$35,153 for the six months ended September 30, 2024, was primarily driven by the absence of the claims on employees’ compensation insurance, which decreased from US$63,009 for the six months ended September 30, 2023 to US$Nil for the six months ended September 30, 2024. The consultancy fee income decreased from US$67,832 for the six months ended September 30, 2023 to US$18,565 for the six months ended September 30, 2024 due to the completion of the consultancy work in the certain projects.
Interest expense
We incurred an interest expense of US$450,917 for the six months ended September 30, 2024, as compared to US$223,311 for the six months ended September 30, 2023, an increase of US$227,606 or 101.9%. The increase in interest expense was primarily due to a higher average balance of outstanding bank and other borrowings, reflecting increased financing requirements for ongoing projects during the six months ended September 30, 2024.
Income tax expense
Our Company, Skyline Builders Group Holding Limited, was incorporated in the Cayman Islands. Our wholly-owned subsidiary, Skyline Builders (BVI) Holding Limited, was incorporated in the British Virgin Islands. Pursuant to the current rules and regulations, the Cayman Islands and British Virgin Islands currently levy no taxes on individuals or corporations based upon profits, income, gains, or appreciations and there is no taxation in the nature of inheritance tax or estate duty. Therefore, the Company is not subject to any income tax in the Cayman Islands or British Virgin Islands.
Our indirectly wholly-owned subsidiary, Kin Chiu Engineering Limited, is subject to income tax within Hong Kong at the applicable tax rate on taxable income. Hong Kong profit tax rates are 8.25% on assessable profits up to HK$2,000,000 (US$256,410) and 16.5% on any part of assessable profits over HK$2,000,000 (US$256,410). For the years ended March 31, 2024, and 2023, our Group had assessable profits in Hong Kong and a provision for paying the Hong Kong profits tax has been made accordingly.
We incurred income tax expenses of US$86,825 for the six months ended September 30, 2024, compared to US$75,514 for the six months ended September 30, 2023, an increase of US$11,311 or 15.0%. Our effective tax rate was approximately 14.1% for the six months ended September 30, 2024, and approximately 12.1% for the six months ended September 30, 2023. The increase in effective tax rate was mainly due to more non-deductible expenses during the six months ended September 30, 2024.
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Net income and total comprehensive income
As a result of the foregoing, we reported a net profit for the year of US$529,943 for the six months ended September 30, 2024, as compared to US$519,029 for the six months ended September 30, 2023, an increase of US$10,914 or 2.1%.
Total comprehensive income for the year was US$553,916 for the six months ended September 30, 2024, as compared to US$526,531 for the six months ended September 30, 2023, and increase of US$27,385 or 5.2%.
The increase in other comprehensive income was attributed to higher profits and positive adjustments in foreign exchange translations.
About Skyline Builders Group Holding Limited
Skyline Builders Group Holding Limited operates as an Approved Public Works Contractor undertaking roads and drainage to its customers in Hong Kong. Its construction activities mainly include public civil engineering works, such as road and drainage works, in Hong Kong. It mostly undertakes civil engineering works in the role of subcontractor, while it is also fully qualified to undertake such works in the capacity of main contractor. The Company’s public sector projects mainly involve infrastructure developments while private sector projects mainly involved residential and commercial developments.
Forward-Looking Statements
All statements other than statements of historicalfact in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertaintiesand are based on current expectations and projections about future events and financial trends that the Company believes may affect itsfinancial condition, results of operations, business strategy, and financial needs. Investors can identify these forward-looking statementsby words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,”“estimate,” “intend,” “plan,” “believe,” “potential,” “continue,”“is/are likely to” or other similar expressions. The Company undertakes no obligation to update forward-looking statementsto reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although theCompany believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectationswill turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated resultsand encourages investors to review other factors that may affect its future results in the Company’s registration statement andin its other filings with the SEC.
For more information, please contact:
Skyline Builders Group Holding LimitedInvestor Relations Department
Email: [email protected]
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SKYLINE BUILDERS GROUP HOLDING LIMITED AND ITSSUBSIDIARIESCondensed Consolidated Balance SheetsAs of September 30, 2024 and March 31, 2024(Expressed in United States Dollars (“US$”))
| As of <br> September 30, <br> 2024 | As of <br> March 31, <br> 2024 | |||
|---|---|---|---|---|
| (Unaudited) | (Audited) | |||
| ASSETS | ||||
| Current assets: | ||||
| Cash and cash equivalents | 15,426 | 323,595 | ||
| Accounts receivable, net | 9,416,567 | 3,815,714 | ||
| Contract assets, current portion | 3,618,474 | 8,719,395 | ||
| Prepayments and other current assets | 5,223,872 | 3,259,382 | ||
| Total current assets | 18,274,339 | 16,118,086 | ||
| Non-current assets: | ||||
| Equity method investments | 1,319,856 | 1,311,010 | ||
| Property, plant and equipment, net | 404,618 | 595,169 | ||
| Finance lease right-of-use assets, net | 180,063 | 270,712 | ||
| Operating lease right-of-use assets, net | 260,630 | 423,157 | ||
| Life insurance policy, cash surrender value | — | 429,842 | ||
| Contract assets, net of current portion | 1,238,850 | 1,350,413 | ||
| Deferred tax assets | 54,887 | 13,813 | ||
| Deferred offering cost | 390,775 | — | ||
| TOTAL ASSETS | $ | 22,124,018 | $ | 20,512,202 |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||
| Current liabilities: | ||||
| Bank overdrafts | 64,870 | — | ||
| Accounts payable | 1,703,128 | 2,032,246 | ||
| Contract liabilities | 2,081,671 | 1,144,047 | ||
| Bank and other borrowings | 11,247,186 | 10,928,069 | ||
| Finance lease liabilities, current portion | 140,534 | 184,280 | ||
| Operating lease liabilities, current portion | 169,532 | 240,871 | ||
| Due to related parties | 809,170 | 857,015 | ||
| Accrued expenses and other current liabilities | 1,779,558 | 1,429,223 | ||
| Income tax payable | 311,428 | 317,402 | ||
| Total current liabilities | 18,307,077 | 17,133,153 | ||
| Non-current liabilities: | ||||
| Finance lease liabilities, net of current portion | 10,642 | 56,469 | ||
| Operating lease liabilities, net of current portion | 62,660 | 141,254 | ||
| Other long-term liabilities, net of current portion | 147,968 | 139,571 | ||
| TOTAL LIABILITIES | 18,528,347 | 17,470,447 |
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SKYLINE BUILDERS GROUP HOLDING LIMITED AND ITSSUBSIDIARIESCondensed Consolidated Balance Sheets — (Continued)As of September 30, 2024 and March 31, 2024(Expressed in United States Dollars (“US$”))
| As of <br> March 31, <br> 2024 | ||||
|---|---|---|---|---|
| (Audited) | ||||
| SHAREHOLDERS’ EQUITY | ||||
| Ordinary shares, 4,950,000,000 shares authorized, par value US0.00001 each, 26,505,000 Class A ordinary shares issued and outstanding as of September 30, 2024 and March 31, 2024 | 265 | 265 | ||
| Ordinary shares, 50,000,000 shares authorized, par value US0.00001 each, 1,995,000 Class B ordinary shares issued and outstanding as of September 30, 2024 and March 31, 2024 | 20 | 20 | ||
| Additional paid-in capital | 957,394 | 957,394 | ||
| Retained earnings | 2,624,280 | 2,094,337 | ||
| Accumulated other comprehensive income/(loss) | 13,712 | (10,261 | ) | |
| Total shareholders’ equity | 3,595,671 | 3,041,755 | ||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 22,124,018 | $ | 20,512,202 |
All values are in US Dollars.
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SKYLINE BUILDERS GROUP HOLDING LIMITED AND ITSSUBSIDIARIESUnaudited Condensed Consolidated Statements of Operations and Comprehensive IncomeFor the Six Months Ended September 30, 2024 and 2023(Expressed in United States Dollars (“US$”))
| Six Months Ended <br> September 30, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| (Unaudited) | (Unaudited) | |||||
| Revenues | $ | 25,491,474 | $ | 24,674,384 | ||
| Cost of revenue | (23,917,413 | ) | (23,345,483 | ) | ||
| Gross profit | 1,574,061 | 1,328,901 | ||||
| Operating expenses: | ||||||
| General and administrative expenses | (509,741 | ) | (534,568 | ) | ||
| Allowance for credit losses | (31,357 | ) | (113,327 | ) | ||
| Total operating expenses | (541,098 | ) | (647,895 | ) | ||
| Income from operations | 1,032,963 | 681,006 | ||||
| Other income/(expense) | ||||||
| Interest expense | (450,917 | ) | (223,311 | ) | ||
| Other income, net | 35,153 | 167,997 | ||||
| Total other expense, net | (415,764 | ) | (55,314 | ) | ||
| Income before income taxes and equity in net losses of affiliates | 617,199 | 625,692 | ||||
| Income tax expense | (86,825 | ) | (75,514 | ) | ||
| Income before equity in net losses of affiliates | 530,374 | 550,178 | ||||
| Equity in net losses of affiliates | (431 | ) | (31,149 | ) | ||
| Net income | $ | 529,943 | $ | 519,029 | ||
| Other comprehensive income | ||||||
| Foreign currency translation adjustment | 23,973 | 7,502 | ||||
| Comprehensive income | $ | 553,916 | $ | 526,531 | ||
| Earnings per share – Basic and Diluted | $ | 0.019 | $ | 0.018 | ||
| Weighted average shares outstanding – Basic and Diluted | 28,500,000 | 28,500,000 |
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SKYLINE BUILDERS GROUP HOLDING LIMITED AND ITSSUBSIDIARIESUnaudited Condensed Consolidated Statements of Shareholders’ EquityFor the Six Months Ended September 30, 2024 and 2023(Expressed in United States Dollars (“US$”))
| Class A<br><br> Ordinary Shares | Class B<br><br> Ordinary Shares | Additional | Accumulated other | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| No. of shares | Amount | No. of shares | Amount | paid-in- capital | comprehensive income/(loss) | Retained<br><br> <br>earnings | Total | ||||||||||
| Balance as of March 31, 2023 | 26,505,000 | 265 | 1,995,000 | 20 | 957,394 | (19,399 | ) | 1,713,946 | 2,652,226 | ||||||||
| Net income | — | — | — | — | — | — | 519,029 | 519,029 | |||||||||
| Foreign currency translation adjustment | — | — | — | — | — | 7,502 | — | 7,502 | |||||||||
| Balance as of September 30, 2023 (Unaudited) | 26,505,000 | $ | 265 | 1,995,000 | $ | 20 | $ | 957,394 | $ | (11,897 | ) | $ | 2,232,975 | $ | 3,178,757 |
| **** | Class A Ordinary Shares | Class B Ordinary Shares | Additional | Accumulated other | **** | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| **** | No. of shares | Amount | No. of shares | Amount | paid-in- capital | comprehensive loss | **** | Retained earnings | Total | ||||||||
| Balance as of March 31, 2024 | 26,505,000 | $ | 265 | 1,995,000 | $ | 20 | $ | 957,394 | $ | (10,261 | ) | $ | 2,094,337 | $ | 3,041,755 | ||
| Net income | — | — | — | — | — | — | 529,943 | 529,943 | |||||||||
| Foreign currency translation adjustment | — | — | — | — | — | 23,973 | — | 23,973 | |||||||||
| Balance as of September 30, 2024 (Unaudited) | 26,505,000 | $ | 265 | 1,995,000 | $ | 20 | $ | 957,394 | $ | 13,712 | $ | 2,624,280 | $ | 3,595,671 |
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SKYLINE BUILDERS GROUP HOLDING LIMITED AND ITSSUBSIDIARIESUnaudited Condensed Consolidated Statements of Cash FlowsFor the Six Months Ended September 30, 2024 and 2023(Expressed in United States Dollars (“US$”))
| Six Months Ended <br> September 30, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| (Unaudited) | (Unaudited) | |||||
| Cash flows from operating activities: | ||||||
| Net income | 529,943 | 519,025 | ||||
| Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||||||
| Depreciation and amortization | 450,774 | 586,135 | ||||
| Allowance for credit losses | 31,357 | 113,327 | ||||
| Change in cash value of life insurance policy | 6,779 | (6,394 | ) | |||
| Equity in net losses of affiliates | 431 | 31,149 | ||||
| Deferred income taxes | (40,788 | ) | (53,316 | ) | ||
| Change in operating assets and liabilities: | ||||||
| Accounts receivable | (3,828,876 | ) | (4,288,036 | ) | ||
| Contract assets | 3,508,769 | (306,975 | ) | |||
| Prepayments and other current assets | (1,932,514 | ) | 859,941 | |||
| Income tax recoverable/payable | (8,183 | ) | 278,772 | |||
| Accounts payable | (341,927 | ) | (422,948 | ) | ||
| Contract liabilities | 925,263 | (281,339 | ) | |||
| Accrued expenses and other current liabilities | 353,020 | (11,803 | ) | |||
| Operating lease liabilities | (151,223 | ) | (194,871 | ) | ||
| Due to related parties | (53,665 | ) | (1,682,787 | ) | ||
| Other long-term liabilities | (7,702 | ) | (24,973 | ) | ||
| Net cash used in operating activities | (558,542 | ) | (4,885,093 | ) | ||
| Cash flows from investing activities: | ||||||
| Purchase of property, plant and equipment | — | (29,663 | ) | |||
| Proceeds from redemption of life insurance policy | 158,975 | — | ||||
| Net cash provided by (used in) investing activities | 158,975 | (29,663 | ) | |||
| Cash flows from financing activities: | ||||||
| Repayment of bank and other borrowings | (20,932,540 | ) | (16,989,611 | ) | ||
| Proceeds from bank and other borrowings | 21,438,339 | 21,054,992 | ||||
| Proceeds from bank overdrafts | 64,572 | — | ||||
| Payment of offering costs | (388,983 | ) | — | |||
| Repayment of bank overdrafts | — | (74,573 | ) | |||
| Repayment of finance lease liabilities | (90,857 | ) | (140,340 | ) | ||
| Net cash provided by financing activities | 90,531 | 3,850,468 | ||||
| Foreign currency translation adjustment | 867 | 3,854 | ||||
| Net change in cash and cash equivalents | (308,169 | ) | (1,060,434 | ) | ||
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD | 323,595 | 1,562,229 | ||||
| CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD | 15,426 | 501,795 | ||||
| Supplemental disclosure of cash flow information: | ||||||
| Interest paid | (450,917 | ) | (223,311 | ) | ||
| Income taxes (paid)/refund | (135,321 | ) | 149,943 |
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