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6-K 1 ea180936-6k_millennium.htm REPORT OF FOREIGN PRIVATE ISSUER

 

 

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 June 2023

 

Commission File Number: 001-41673

 

Millennium Group International Holdings Limited

(Translation of registrant’s name into English)

 

Rm 2722, 27/F, No. 1 Hung To Road, Kwun Tong

Kowloon, Hong Kong 999077

(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 ☐

 

 

 

 


 

EXHIBIT INDEX

 

Exhibit No.   Description
     
Exhibit 99.1   Millennium Group International Holdings Limited Announces Fiscal 2023 First Half Financial Results.
Exhibit 99.2   Unaudited Interim Condensed Consolidated Financial Statements

 

1


 

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.

 

  Millennium Group International Holdings Limited
   
Date: June 29, 2023 By: /s/ Ming Hung Lai
  Name:  Ming Hung Lai
  Title: Chairman

 

 

2

 

 

 

EX-99.1 2 ea180936ex99-1_millennium.htm MILLENNIUM GROUP INTERNATIONAL HOLDINGS LIMITED ANNOUNCES FISCAL 2023 FIRST HALF FINANCIAL RESULTS

Exhibit 99.1

 

Millennium Group International Holdings Limited Announces
Fiscal 2023 First Half Financial Results

 

Hong Kong, June 29, 2023 -- Millennium Group International Holdings Limited (Nasdaq: MGIH) (the “Company”, “we”, “our”, “us” or “MGIH”), a long-established paper-based packaging solutions supplier headquartered in Hong Kong with operations mainly in the People’s Republic of China (“PRC”) and Vietnam, today announced its unaudited financial results for the six months ended December 31, 2022.

 

Fiscal Year 2023 First Half Financial Results Compared to Fiscal Year 2022 First Half

 

Revenues were $26.3 million for the six months ended December 31, 2022, a 26.6% decrease from $35.9 million for the six months ended December 31, 2021;

 

Gross profit was $5.9 million for the six months ended December 31, 2022, or 22.6% of revenues compared to $9.1 million, or 25.3% of revenues for the six months ended December 31, 2021;

 

Net income was $1.0 million for the six months ended December 31, 2022, compared to $1.9 million for the six months ended December 31, 2021;

 

Basic and diluted earnings per share (“EPS”) was $0.10 per share for the six months ended December 31, 2022 compared to $0.19 per share for the six months ended December 31, 2021; and

 

Cash and cash equivalents were $26.3 million as of December 31, 2022, a 39.6% increase from $18.8 million as of June 30, 2022.

 

“I’m pleased to report our operating and financial performance for the first time as a public company for the six months ended December 31, 2022,” said Mr. Ming Hung Lai, Chairman of MGIH. “The impact of pandemic restrictions in the PRC during the reporting period, lower volumes in paper products due to softening consumer demand, as well as our withdrawal from a project with a major customer had an unfavorable impact on our performance during the period. However, we have taken a number of actions to reduce costs, enhance efficiency, and increase the diversity of our customer base as we navigate market uncertainty. Our innovative products and diversified value-added services, strong cash flow and balance sheet, as well as dedicated management are enabling us to navigate the market challenges.”

 

“Our proven track record of 44 years of operating history positions us to improve profitability and remain flexible in responding to the changing market. Our recently completed initial public offering and listing on Nasdaq is a milestone for us that accelerates our efforts to expand our operations geographically and drive future growth. Looking ahead, as we anticipate challenges in the broader environment to persist during the second half of fiscal 2023, we remain committed to providing cost effective packaging solutions to consumers. We are confident in our long-term strategy and believe that we have the right team in place to generate sustainable long-term returns for our stakeholders,” Mr. Lai concluded.

 


 

Financial Results for the Six Months Ended December 31, 2022 and 2021

 

    For the Six Months Ended
December 31,
             
    2022     2021     Change     Change  
    USD     USD     USD     %  
    (Unaudited)     (Unaudited)              
Selected Unaudited Interim Condensed Consolidated Statements of Income Data:                        
Revenues     26,328,797       35,850,803       (9,522,006 )     -26.6  
Cost of revenue     (20,380,029 )     (26,778,609 )     6,398,580       -23.9  
Gross profit     5,948,768       9,072,194       (3,123,426 )     -34.4  
Selling and marketing expenses     (2,875,050 )     (3,388,016 )     512,966       -15.1  
General and administrative expenses     (2,447,806 )     (2,507,120 )     59,314       -2.4  
Total operating expenses     (5,322,856 )     (5,895,136 )     (572,280 )     -9.7  
Interest expenses     (282,979 )     (204,377 )     (78,602 )     38.5  
Other income     808,378       76,777       731,601       952.9  
Other expenses     (50,692 )     (535,935 )     485,243       -90.5  
Income before provision for income taxes     1,100,619       2,513,523     (1,412,904 )     -56.2  
Income taxes expenses     (132,995 )     (564,229 )     431,234       -76.4  
Net income     967,624       1,949,294       (981,670 )     -50.4  
                                 
Earnings per share – basic and diluted     0.10       0.19       (0.09 )     -50.4  

 

Revenues

 

For the six months ended December 31, 2022 and 2021, total revenues were $26.3 million and $35.9 million, respectively, comprised mainly from the sale of packaging products and corrugated products and supply chain management solutions. The decrease was mainly due to the lower average selling price and total volume of sales. The average selling price decreased from $1,922 per tonnage for the six months ended December 31, 2021 to $1,673 per tonnage for the six months ended December 31, 2022. The decreased pricing was impacted by lower paper pricing and the result of customers requesting pricing relief as a result of the lower cost. The total volume of sales decreased from 18,655 tonnages to 15,736 tonnages in the comparable periods, primarily due to one of the Company’s customers experiencing a significant decline in their business during the period. The revenues decrease attributable to the Company’s top ten customers contributed to over 60% of the overall drop in revenues. To address the revenues decrease, management has taken actions to strengthen existing customer relationships. These actions include efforts to build on existing customer loyalty, while seeking to hire additional sales talent to expand and diversify the Company’s global customer base.

 

Cost of Revenues

 

Cost of revenues mainly consists of raw paper cost, staff cost, auxiliary material cost, depreciation, utilities and outsourcing costs.

 

For the six months ended December 31, 2022 and 2021, cost of revenues were $20.4 million and $26.8 million, respectively. The decrease is mainly attributable to the decline in the unit cost of raw materials and reduced consumption of materials associated with the lower sales volumes during the period. To address the increased cost of revenues, management is reviewing our production processes to more efficiently streamline operations and reduce costs. Management’s review focuses on an analysis of our production data to identify specific patterns in order to make data-driven decisions to implement process changes. Management’s review has also focused on identifying areas of our operations ripe for potential cost reductions without compromising the quality of our products or customer satisfaction. Potential actions may include pricing negotiations with our material suppliers, optimizing production staffing and eliminating non-essential expenses.

 

Gross Profit

 

Gross profit for the six months ended December 31, 2022 and 2021 were $5.9 million and $9.1 million, representing 22.6% and 25.3% of operating revenues, respectively. The decrease of gross profit was mainly due to the decrease in gross profit margin from 19.2% to 14.5% for corrugated products while the gross profit for packaging products were comparatively stable. The Company has been proactively managing costs while enhancing operating efficiency to improve the gross profit.

 

2


 

Selling and Marketing Expenses

 

Selling and marketing expenses consisted primarily of sales and administrative employee-related expenses and commissions. For the six months ended December 31, 2022, selling and marketing expenses decreased 15.1% to $2.9 million from $3.4 million in the six month period ended December 31, 2021, primarily due to a decrease in shipping costs and staffing costs driven by a reduction in group sales activities.

 

General and Administrative Expenses

 

General and administrative expenses mainly included staff cost for general and administrative purposes. For the six months ended December 31, 2022 and 2021, administrative expenses were $2.4 million and $2.5 million respectively. The decrease is mainly due to cost savings in other administrative costs and reduction of staff salary costs for the reporting period.

 

Net Income

 

As a result of the factors described above, net income for the six months ended December 31, 2022 was approximately $1.0 million, compared to $1.9 million, for the six months ended December 31, 2021.

 

Earnings per Share - Basic and Diluted

 

Earnings per basic and diluted share for the six months ended December 31, 2022 was $0.10, compared to $0.19 for the same period of 2021.

 

Liquidity and Capital Resources

 

The Company’s primary sources of liquidity consisted of existing cash and cash equivalents, cash flows from operating activities and availability under loan arrangements with banks. As of December 31, 2022, the Company had outstanding bank borrowings of approximately $13.5 million. The bank borrowings are short-term in nature and have variable interest rates between 1.88% to 7.93%. As of the date of this report, the primary uses of cash are for operations and capital expenditures. 

 

Our working capital was $23.1 million as of December 31, 2022 as compared to $22.5 million as of June 30, 2022. Our cash and cash equivalents were $26.3 million as of December 31, 2022, as compared to $18.8 million as of June 30, 2022.

 

Although our business has been negatively impacted by the softening of international trade activities and the restrictions due to the COVID-19 pandemic in China during the reporting period, management believes the Company has solid operating cash flow, and sufficient funds from the recently completed initial public offering as well as Hong Kong government guaranteed low interest rate bank borrowings, to fund its operations.

 

Cash Flows

 

The following summarizes the key components of our cash flows for the six months ended December 31, 2022, and 2021:

 

Operating Activities

 

During the six months ended December 31, 2022 and 2021, the cash inflows from our operating activities were primarily derived from the revenue generated from the sale of paper products and from provision of supply chain management solution, whereas the cash outflows for our operating activities mainly comprised the purchase of raw paper and finished goods, shipping costs, staff costs and administrative expenses.

 

Our net cash generated from operating activities is primarily reflected as net income, as adjusted for our non-operating items, such as depreciation and amortization, impairment of inventories, (reversal)allowance for bad debts and effects of changes in operating assets and liabilities such as an increase or decrease in inventories, accounts receivable, accounts payable, other payables and accruals, related party balances in trade nature, right-of-use of assets and lease obligations.

 

3


 

Investing Activities

 

Our cash flows generated from investing activities primarily consisted of (i) the purchases of property, plant and equipment; (ii) the purchase of intangible assets; (iii) the proceeds from sale of property, plant and equipment; and (iv) repayments from related parties.

 

For the six months ended December 31, 2022, net cash used in investing activities was $0.2 million, almost entirely for the purchases of property, plant and equipment.

 

Financing Activities

 

Our cash flows used in financing activities primarily consisted of (i) proceeds from new bank borrowings; (ii) repayment of bank borrowing; and (iii) repayments to related parties.

 

For the six months ended December 31, 2022, net cash used in financing activities was approximately $2.4 million, and mainly due to the net effect of (i) repayment of bank borrowings of approximately $11.7 million; and (ii) proceeds from new bank borrowings of approximately $9.3 million.

 

Capital Expenditures

 

The Company had capital expenditures of $0.17 million and $0.14 million for the six months ended December 31, 2022 and 2021, respectively. Our capital expenditures were mainly used for improvement of our production equipment. Management intends to fund future capital expenditures with working capital, bank borrowings, lease financing and other alternative financings. The Company will continue to make capital expenditures as appropriate to support the business growth.

 

Recently Completed Initial Public Offering and Use of Proceeds

 

On April 6, 2023, the Company closed its initial public offering of 1,250,000 ordinary shares at a price of $4.00 per share. The net proceeds from the offering were approximately $4.2 million, after deducting underwriting discounts and other offering expenses payable by the Company. The ordinary shares of the Company began trading on The Nasdaq Capital Market on April 4, 2023, under the ticker symbol “MGIH”.

 

Due to the recent change in market conditions, our management has decided to reallocate the majority of the proceeds from our initial public offering to focus more on the expansion of our overseas sales and supply chain teams. Our overseas expansion has the clear goal to reach new customers and capture new market opportunities, which is expected to increase company revenue and market share. Meanwhile, our management team will continue to expand our supply chain management services available in Southeast Asia to explore potential opportunities.

 

About Millennium Group International Holdings Limited

 

Founded in 1978, Millennium Group is a long-established paper-based packaging solutions supplier committed to providing creative and sustainable packaging solutions to worldwide brands. The Company manufactures packaging products and corrugated products, and provides packaging products supply chain management solutions for a wide range of industries. Headquartered in Hong Kong with operations mainly in the PRC and Vietnam, the Company adopts a one-stop integrated service approach with an objective to cover the entire value chain of its customers, with the sales of its products to PRC, Hong Kong, Vietnam, Myanmar, Australia, Indonesia, Cambodia, Taiwan, Thailand, United States, India and Germany. For more information, please visit the Company’s website at https://investors.millennium-gp.com/

 

4


 

Forward-Looking Statements

 

This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement. In some cases, forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “target,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. The Company may also make written or oral forward-looking statements in its reports filed with, or furnished to, the U.S. Securities and Exchange Commission, in its annual reports to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. These statements are subject to uncertainties and risks including, but not limited to, the following: the Company’s goals and strategies; the Company’s future business development; financial condition and results of operations; product and service demand and acceptance; reputation and brand; the impact of competition and pricing; changes in technology; government regulations; fluctuations in general economic and business conditions in U.S., Hong Kong and China and assumptions underlying or related to any of the foregoing and other risks contained in reports filed by the Company with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

 

For more information, please contact:

 

Millennium Group International Holdings Limited

 

Investor Relations

Email: ir@millennium-gp.com

Lambert Global

Jackson Lin

Phone: +1-646-717-4593

Email: jlin@lambert.com  

 

 

5

 

 

EX-99.2 3 ea180936ex99-2_millennium.htm UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Exhibit 99.2

 

INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

  Page
Interim condensed consolidated financial statements (unaudited) F-1
Unaudited Interim Condensed Consolidated Balance Sheets as of December 31, 2022 and June 30, 2022 F-2
Unaudited Interim Condensed Consolidated Statements of Income and Comprehensive Income for the Six Months Ended December 31, 2022 and 2021 F-3
Unaudited Interim Condensed Consolidated Statements of Changes In Shareholders’ Equity for the Six Months Ended December 31, 2022 and 2021 F-4
Unaudited Interim Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2022 and 2021 F-5

 

F-1


  

MILLENNIUM GROUP INTERNATIONAL HOLDINGS LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS 

AS OF DECEMBER 31, 2022 AND JUNE 30, 2022

 

     December 31,     June 30,  
    2022     2022  
    (Unaudited)     (Audited)  
ASSETS                
Current assets:                
Cash and cash equivalents     26,320,994       18,849,049  
Restricted cash     -       598,402  
Accounts receivable, net     11,590,208       18,069,511  
Prepayments, other receivables and other current assets     455,074       927,987  
Inventory     6,222,507       9,819,633  
Total current assets     44,588,783       48,264,582  
Non-current assets:                
Property, plant and equipment, net     10,022,811       10,813,200  
Right-of-use assets, net     3,581,252       4,076,816  
Intangible assets, net     367,018       432,972  
Deferred tax assets, net     301,953       313,315  
Other non-current assets     2,709,603       2,108,914  
Total non-current assets     16,982,637       17,745,217  
Total Assets     61,571,420       66,009,799  
                 
LIABILITIES AND SHAREHOLDER’S EQUITY                
Current Liabilities:                
Bank borrowings     13,531,414       15,813,022  
Lease obligation – current     512,766       772,534  
Accounts payable     4,298,581       5,665,636  
Other payables and accrued liabilities     2,592,785       3,169,289  
Tax payable     554,622       354,352  
Total current liabilities     21,490,168       25,774,833  
                 
Non-current liabilities:                
Lease obligation – non-current     25,069       146,927  
Total non-current liabilities     25,069       146,927  
Total liabilities     21,515,237       25,921,760  
                 
COMMITMENTS AND CONTINGENCIES     -       -  
                 
SHAREHOLDER’S EQUITY                
Ordinary shares: USD $0.002 par value per share, 250,000,000 authorized as of December 31, 2022 and June 30, 2022; 10,000,000 shares issued and outstanding as of December 31, 2022 and June 30, 2022, respectively*     20,000       20,000  
Additional paid-up capital     31,101,897       31,101,897  
Statutory reserves     1,106,616       1,029,144  
Accumulated other comprehensive income     (1,708,157 )     (708,677 )
Retained earnings     9,535,827       8,645,675  
Total shareholders’ equity     40,056,183       40,088,039  
Total liabilities and shareholders’ equity     61,571,420       66,009,799  

 

F-2


 

MILLENNIUM GROUP INTERNATIONAL HOLDINGS LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND
COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED DECEMBER 31, 2022 AND 2021

 

    For the six months ended  
    December 31,  
    2022     2021  
             
Revenues     26,328,797       35,850,803  
Cost of revenues     (20,380,029 )     (26,778,609 )
Gross Profit     5,948,768       9,072,194  
                 
Operating expenses:                
Selling and marketing expenses     (2,875,050 )     (3,388,016 )
General and administrative expenses     (2,447,806 )     (2,507,120 )
Total operating expenses     (5,322,856 )     (5,895,136 )
                 
Income from operations     625,912       3,177,058  
                 
Other income/ (loss):                
Other income     808,378       76,777  
Other expenses     (50,692 )     (535,935 )
Interest expense     (282,979 )     (204,377 )
      474,707       (663,535 )
                 
Income before tax expenses     1,100,619       2,513,523  
                 
Income tax expenses     (132,995 )     (564,229 )
                 
Net income     967,624       1,949,294  
                 
Other Comprehensive (Loss) Income                
Foreign currency translation adjustment     (999,480 )     426,993  
                 
Total Comprehensive (Loss) Income     (31,856 )     2,376,287  
                 
Net income per share attributable to ordinary shareholders basic and diluted     0.10       0.19  
                 
Weighted average number of ordinary shares used in computing net income per share basic and diluted*     10,000,000       10,000,000  

 

F-3


 

MILLENNIUM GROUP INTERNATIONAL HOLDINGS LIMITED 

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED DECEMBER 31, 2022 AND 2021

 

                      Accumulated              
    Ordinary                 other              
    Share     Additional           comprehensive              
    No. of           paid-in     Statutory     income     Retained        
    Shares     Amount     capital     Reserve     (loss)     Earnings     Total  
          $     $     $     $     $     $  
Balance as of July 1, 2021     10,000,000       20,000       17,514,152       733,182       400,056       11,837,448       30,504,838  
Appropriations to statutory reserves     -       -       -       465,876       -       (465,876 )     -  
Foreign currency translation adjustment     -       -       -       -       426,993       -       426,993  
Net income     -       -       -       -       -       1,949,294       1,949,294  
Balance as of December 31, 2021     10,000,000       20,000       17,514,152       1,199,058       827,049       13,320,866       32,881,125  
                                                         
Balance as of July 1, 2022     10,000,000       20,000       31,101,897       1,029,144       (708,677 )     8,645,675       40,088,039  
Appropriations to statutory reserves     -       -       -       77,472       -       (77,472 )     -  
Foreign currency translation adjustment     -       -       -       -       (999,480 )     -       (999,480 )
Net income     -       -       -       -       -       967,624       967,624  
Balance as of December 31, 2022     10,000,000       20,000       31,101,897       1,106,616       (1,708,157 )     9,535,827       40,056,183  

 

F-4


 

MILLENNIUM GROUP INTERNATIONAL HOLDINGS LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2022 AND 2021

 

    For the six months ended  
    December 31,  
    2022     2021  
Cash Flows from Operating Activities:            
Net income     967,624       1,949,294  
Adjustments to reconcile net income to net cash provided by operating activities:                
Depreciation and amortization     852,621       794,894  
Impairment of inventories     50,691       220,328  
(Reversal) Allowance for bad debts     (103,137 )     2,942  
Changes in operating assets and liabilities:                
Deferred tax     6,094       (35,677 )
Accounts receivables     6,051,952       (1,924,269 )
Prepayments, other receivables and other assets     241,868       (406,350 )
Inventory     3,162,255       (168,850 )
Prepaid tax     -       429,057  
Right-of-use assets     398,261       374,919  
Lease obligation     (351,329 )     (228,896 )
Accounts payable     (1,036,468 )     1,016,448  
Other payables and accruals     (246,357 )     (798,779 )
Related party balances     (367,464 )     (278,051 )
Tax Payable     210,526       -  
Net Cash from Operating Activities     9,837,137       947,010  
                 
Cash Flows from Investing Activities:                
Purchases of property, plant and equipment     (170,037 )     (136,384 )
Proceeds from sale of property, plant and equipment     552       -  
Purchase of intangible assets     -       (6,829 )
Repayments from related parties     -       331,102  
Net Cash (Used in) from Investing Activities     (169,485 )     187,889  
                 
Cash Flows from Financing Activities:                
Repayment of bank borrowings     (11,733,414 )     (7,139,958 )
Proceeds from bank borrowings     9,381,680       7,735,079  
Repayments to related parties     -       (515,893 )
Net Cash (Used in) from Financing Activities     (2,351,734 )     79,228  
                 
Net Increase in Cash and Cash Equivalents     7,315,918       1,214,127  
                 
Effect of Exchange Rate Changes on Cash and Cash Equivalents     (442,375 )     125,563  
                 
Cash, Cash Equivalents and Restricted Cash – Beginning of Period     19,447,451       21,270,077  
                 
Cash, Cash Equivalents and Restricted Cash – End of Period     26,320,994       22,609,767  
                 
Supplemental Disclosure of Cash Flow Information:                
Cash paid for interest     (282,979 )     (191,171 )
Cash paid for income taxes     (86,736 )     (27,996 )

 

 

F-5