SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 OF
THE
SECURITIES EXCHANGE ACT OF 1934
For
the month of July 2005
HIGHWAY
HOLDINGS LIMITED___
(Translation
of Registrant's Name Into English)
Suite
810, Level 8
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 X Form 40-F ___
(Indicate
by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing
the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of
1934.)
Yes
___ No X_
(If
"Yes" is marked, indicate below the file number assigned
to the
registrant in connection with Rule 12g3-2(b): 82-_______________.)
Attached
to this Report on Form 6-K are the press releases issued
by the
registrant on July 12, 2005 and July 28, 2005.
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 29, 2005 | By: | /s/ ROLAND W. KOHL |
| Roland W. Kohl | ||
| Chief Executive Officer | ||
NEWS
RELEASE
| CONTACTS: | Gary S. Maier/Crystal Chang Warner | |
| Maier & Company, Inc. | ||
| (310) 442-9852 |
HIGHWAY
HOLDINGS LIMITED DECLARES ANNUAL CASH DIVIDEND
HONG
KONG - July 12, 2005 - Highway Holdings Limited
(Nasdaq: HIHO) today announced that
its board of directors has
declared an annual cash dividend of $0.20
per share on the company’s common
stock. The dividend will be paid August
15, 2005, to shareholders of record on
July 28, 2005.
It
is the company’s policy to pay dividends when the company’s financial conditions
permit. As announced on June 30, 2005,
Highway Holdings completed the sale of
its rights to use the Kienzle trademark in all markets, other
than for
clocks and watches, to a German marketing
organization. The purchase price for
the non-clock and watch rights for the
Kienzle trademark was $1.0 million in
cash. The sale of these rights will be
booked in the company’s fiscal first
quarter ended June 30, 2005. In addition,
as part of the sale of the non-clock
and watch rights to the Kienzle trademark, Kienzle AG also repurchased
Highway Holdings’ equity interest in Kienzle AG for 100,000
euro (approximately
$121,000). This investment had previously
been written off in fiscal
2004.
About
Highway Holdings
Highway
Holdings produces a wide variety of high-quality
products for
blue chip original equipment manufacturers
-- from simple parts and components
to sub-assemblies and finished products.
It also manufactures clocks, clock
movements and watches for sale under the
company's own Kienzle Uhren brand name,
as well as for unaffiliated companies.
Additionally, Highway Holdings
manufactures or produces other finished
products, including cameras and certain
electronic products. Highway Holdings is
headquartered in Hong Kong and operates
manufacturing facilities in Shenzhen province
of the People's Republic of
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, 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.
NEWS
RELEASE| CONTACTS: | Gary S. Maier/Crystal Chang Warner | |
| Maier & Company, Inc. | ||
| (310) 442-9852 |
HIGHWAY
HOLDINGS REPORTS
FISCAL
2006 FIRST QUARTER RESULTS
--OEM
Sales Up 23.4 Percent; Company Records
Extraordinary Net
Gain of $940,000
--
HONG
KONG — July 28, 2005 —
Highway
Holdings Limited (Nasdaq:HIHO)
today
reported results
for its first fiscal quarter ended June 30, 2005 -- reflecting increasing
strength of the company’s OEM manufacturing divisions and the impact of a
previously announced reorganization to curtail its camera and clock operations
and focus on OEM business.
Net
income for the fiscal first quarter increased 56 percent to $540,000, or $0.16
per diluted share, from $346,000, $0.11 per diluted share, last year, primarily
due to a one-time $940,000 net gain related to the sale of a portion of the
company’s rights to the Kienzle
trademark. Net sales for the 2006 fiscal first quarter increased 6.8 percent
to
$6.6 million from $6.1 million a year earlier due to increased revenues from
the
company’s metal and electric OEM manufacturing operations.
"Results
for the first quarter reflect, in part, the impact of the previously announced
strategic decision to curtail our camera and clock operations and focus
primarily on the company’s profitable OEM manufacturing business. Though these
actions are expected to provide significant long-term benefits, the impact
of
downsizing the camera and clock operations and replacing the camera and clock
revenues with new OEM manufacturing revenues must be managed carefully. We
continue to work diligently to minimize the impact in the future fiscal
quarters. The strong increase of the company’s metal and electric OEM business
for the quarter, which increased 13.4 percent and 78.5 percent, respectively,
over the first quarter of Fiscal 2004, allowed us to curtail a substantial
part
of our camera and clock business without hindering the overall growth of the
company,” said Roland Kohl, chairman and chief executive officer of Highway
Holdings.
Gross
profit as a percentage of sales for the first fiscal quarter of fiscal 2005
decreased to 21 percent from 24 percent in the same period a year ago. The
company attributed the reduction primarily to the increases in the cost of
raw
materials, such as metal and plastic materials, and increases in labor and
facility costs, as well as losses associated with the business
transition/downsizing activities -- particularly the liquidation of certain
clock and camera inventories at prices below the normal sales
price.
Selling,
general and administrative expenses increased by $205,000, essentially due
to
general increases in wages, salaries and additional personnel costs associated
with implementing an ERP computer system and additional costs for accountants
and office administrative staff. The additional accounting and administrative
costs are in part due to increased accounting control systems related to
Sarbanes-Oxley requirements.
The
decreased gross profit combined with the increased SG&A expenses resulted in
a decrease in operating profit to $42,000 for the quarter compared with $342,000
in the same quarter a year ago.
The
company is presently reorganizing operations into two main business sections:
| a) |
The
metal OEM business---- components, assemblies and finished products
|
| b) |
The
plastic/electronic OEM business---- components, assemblies and finished
products
|
Sales
derived from the company’s metal OEM manufacturing division during the current
fiscal quarter increased by 13.3 percent to $4.3 million from $3.8 million
in
the comparable quarter last year. Sales from the company’s electronic OEM
division, the fastest growing section of the OEM business, increased 78.5
percent to $1.2 million from $669,000 in the same quarter a year
earlier.
As
anticipated, camera sales decreased in the first fiscal quarter to $711,000
from
$1.1 million a year ago due to the company’s downsizing efforts and to market
conditions for the company’s film based cameras in general. Camera sales
represented 10.8 percent of total sales in the quarter ended June 30, 2005
compared with 18.6 percent in the comparable quarter a year ago. Since most
of
the company’s camera products are film-based, the company’s camera operations
are expected to be fully phased out during the second or third quarter of fiscal
2006, excluding its underwater camera business which is expected to continue
as
part of the plastic/electronic OEM operations.
Watch
and
clock sales under the company’s own label declined to $371,000 from $552,000 a
year ago - representing 5.7 percent of total sales compared with 9.0 percent
last year. Products
sold under the company’s Kienzle brand label will continue to be recorded
separately. The
company intends to sell, modify and/or retrench from this business over the
balance of the current fiscal year.
The
company’s operating income was also adversely affected by an almost $400,000
currency exchange loss due to the U.S. dollar/euro rate fluctuations. In the
first fiscal quarter of last year, the company had a net currency exchange
gain
of $44,000.
The
company recorded extraordinary income of $940,000 as a result of the sale of
its
Kienzle brand name for products other than watch and clocks. The selling price
for these Kienzle rights was $1,000,000. Kienzle is a trademark primarily
associated with clocks and watches. The company intends to sell the remaining
rights of the Kienzle brand for watches and clocks, as well as some, or all,
of
the assets of its watch, clock and camera operations. As a result, the company
expects to receive additional extraordinary income during this fiscal year
as a
result of these sales efforts.
Kohl
highlighted the company’s strong balance sheet. At June 30, 2005, the company
had working capital of $10.7 million compared with $9.9 million at March 31,
2005. The company’s cash position (including restricted cash) increased to $6.5
million from $4.9 million, reflecting the proceeds from the previously announced
sale of the Kienzle brand name and a reduction of the company’s accounts
receivable by $688.000.
The
company recently declared a cash dividend of $0.20 per share, which dividend
will be payable in August 2005 to holders of record on July 28,
2005.
Total
shareholders’ equity improved to $13.7 million from $13.1 million last year. The
company’s current ratio was 2.66:1 at June 30, 2005, with essentially no
long-term debt.
About
Highway Holdings
Highway
Holdings produces a wide variety of high-quality products for blue chip original
equipment manufacturers -- from simple parts and components to sub-assemblies
and finished products. It also manufactures clocks, clock movements and watches
for sale under the company's own Kienzle Uhren brand name, as well as for
unaffiliated companies. Additionally, Highway Holdings manufactures or produces
other finished products, including single-use and 35mm cameras and certain
electronic products. Highway Holdings is headquartered in Hong Kong and operates
manufacturing facilities in Shenzhen province of the People's Republic of
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, 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.
HIGHWAY
HOLDINGS LIMITED AND SUBSIDIARIES
Consolidated
Statement of Income
(Dollars
in thousands, except per share data)
(Unaudited)
|
Quarter
Ended June 30,
|
|||||||
|
2005
|
2004
|
||||||
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Net
sales
|
$
|
6,563
|
$
|
6,148
|
|||
|
Cost
of sales
|
5,182
|
4,672
|
|||||
|
Gross
profit
|
1,381
|
1,476
|
|||||
|
Selling,
general and administrative expenses
|
1,339
|
1,134
|
|||||
|
Operating
income
|
42
|
342
|
|||||
|
Non-operating
items
|
|||||||
|
Interest
expenses
|
(29
|
)
|
(24
|
)
|
|||
|
Exchange
gain (loss), net
|
(398
|
)
|
44
|
||||
|
Interest
income
|
10
|
1
|
|||||
|
Other
income
|
945
|
36
|
|||||
|
Total
non-operating income
|
528
|
57
|
|||||
|
Shares
of loss of affiliate
|
0
|
(1
|
)
|
||||
|
Net
income before income tax
|
570
|
398
|
|||||
|
Income
taxes
|
30
|
52
|
|||||
|
Net
income before minority interest
|
540
|
346
|
|||||
|
Minority
interest
|
0
|
0
|
|||||
|
Net
income after minority interest
|
$
|
540
|
$
|
346
|
|||
|
Earning
per share - basic
|
$
|
0.16
|
$
|
0.11
|
|||
|
Weighted
average number of shares - basic
|
3,302
|
3,171
|
|||||
|
Earning
per share - diluted
|
$
|
0.16
|
$
|
0.10
|
|||
|
Weighted
average number of shares - diluted
|
3,455
|
3,374
|
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HIGHWAY
HOLDINGS LIMITED AND SUBSIDIARIES
Consolidated
Balance Sheet
(In
thousands, except per share data)
|
|
June
30,
|
March
31
|
|||||
|
2005
|
2005
|
||||||
|
(Unaudited)
|
|||||||
|
Current
assets
|
|||||||
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Cash
and cash equivalents
|
$
|
5,522
|
$
|
3,948
|
|||
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Restricted
cash
|
965
|
965
|
|||||
|
Short
term investment
|
296
|
296
|
|||||
|
Accounts
receivable, net of doubtful accounts
|
4,477
|
5,165
|
|||||
|
Inventories
|
5,212
|
5,062
|
|||||
|
Prepaid
expenses and other current assets
|
709
|
721
|
|||||
|
Total
current assets
|
17,181
|
16,157
|
|||||
|
Property,
plant and equipment, net
|
3,245
|
3,473
|
|||||
|
Investment
and advance in affiliate
|
2
|
2
|
|||||
|
Industrial
property rights
|
403
|
468
|
|||||
|
Total
assets
|
$
|
20,831
|
$
|
20,100
|
|||
|
Current
liabilities:
|
|||||||
|
Short-term
borrowings
|
$
|
3,437
|
$
|
2,846
|
|||
|
Current
portion of long-term debt
|
405
|
409
|
|||||
|
Accounts
payable
|
1,330
|
1,449
|
|||||
|
Accrual
payroll and employee benefits
|
358
|
331
|
|||||
|
Accrued
mould charges
|
207
|
208
|
|||||
|
Other
liabilities and accrued expenses
|
583
|
945
|
|||||
|
Income
tax payable
|
129
|
119
|
|||||
|
Total
current liabilities
|
6,449
|
6,307
|
|||||
|
Long-term
debt
|
458
|
558
|
|||||
|
Deferred
income taxes
|
174
|
174
|
|||||
|
Minority
interest
|
3
|
3
|
|||||
|
Shareholders’
equity:
|
|||||||
|
Common
shares, $0.01 par value, authorized 20,000,000
shares
|
33
|
33
|
|||||
|
Additional
paid-in capital
|
9,832
|
9,820
|
|||||
|
Retained
earnings
|
4,020
|
3,480
|
|||||
|
Accumulated
other comprehensive income
|
(85
|
)
|
(222
|
)
|
|||
|
Treasury
shares, at cost-37,800 shares
|
(53
|
)
|
(53
|
)
|
|||
|
Total
shareholders’ equity
|
13,747
|
13,058
|
|||||
|
Total
liabilities and shareholders’ equity
|
$
|
20,831
|
$
|
20,100
|