HOLI Hollysys Automation Technologies Ltd

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 August 2023

Commission File Number: 001-33602

HOLLYSYS AUTOMATION TECHNOLOGIES LTD.

(Exact name of registrant as specified in its charter)

No.2 Disheng Middle Road

Beijing Economic-Technological Development Area

Beijing, People’s Republic of China, 100176

(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

SIGNATURE

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.

Date: August 15, 2023

Exhibit 99.1

FOR IMMEDIATE RELEASE

Hollysys Automation Technologies Reports Unaudited

Financial Results for the Fourth Quarter and the Fiscal Year Ended June 30, 2023

Fiscal Year 2023 Financial Highlights

Fourth Quarter of Fiscal Year 2023 Financial Highlights

See the section entitled “Non-GAAP Measures” for more information about non-GAAP gross margin, non-GAAP net income attributable to Hollysys and non-GAAP diluted earnings per share.

Beijing, China – August 15, 2023 – Hollysys Automation Technologies Ltd. (NASDAQ: HOLI) (“Hollysys”, the “Company” or “we”), a leading provider of automation and control technologies and applications in China, today announced its unaudited financial results for the fiscal year 2023 and the fourth quarter ended June 30, 2023.

The Industrial Automation segment continued its growth momentum. The variety of applications and use cases for our product continue to expand, and we have received awards for numerous projects and products.

In the chemical and petrochemical field, Hollysys continued to achieve breakthroughs on national key projects and maintained our cooperation with key customers. We won several mid- and high-profile contracts with competitive positioning in this fiscal year. For example, we signed a 100-billion-square-meter large gas field project and a whole-plant integrated simulation project of a synthetic ammonia and urea plant. We reinforced the Hia Advanced Process Control platform for one of our petrochemical customers, optimizing its isooctane unit and helping it become a benchmark in its industry while maintaining competitive vitality. Moreover, the Sinopec Group Million Ton Ethylene Project saw the first batch delivery in this fiscal year, representing a milestone breakthrough in Hollysys’ petrochemical business. We also assisted a chemical enterprise in establishing a digital talent training base with our Operator Training Simulator in the fourth fiscal quarter. Additionally, Hollysys’ strategic layout and developments in overseas business witnessed steady progress. We successfully signed the OBI nickel-iron project in Indonesia with a resource company in this fiscal year, with Hollysys providing relevant customized products with integrated and comprehensive intelligent solutions, marking a new milestone for our overseas market expansion.

The food and pharmaceutical sectors also demonstrated steady business growth. We signed a significant project with a leading enterprise of generic contrast media products on producing iodiproamine and regadesone in this fiscal year, with Hollysys acting as the overall instrument control contractor that provides Distributed Control System (“DCS”), instrument valves and installation. In the fourth fiscal quarter, we also provided an integrated solution for a pharmaceutical company and received high user recognition.

In the smart factory field, we kept developing customized smart factory solutions that meet customers’ requirements. We made several vital cooperations with various customers in this fiscal year. We signed the project of automatic control system and factory intelligent management system of a northwest listed coal company and the Sinopec power center simulation project which covers the whole range of high-precision excitation virtual imitation machine systems. Meanwhile, we completed the delivery of a 230,000 tons phenolic resin project, providing fully autonomous and controllable HiaBatch control system. In the fourth fiscal quarter, we won the bids for two smart factory projects that are expected to aid in their intelligent transformation and help reduce their production and operation costs.

In Rail Transportation Automation segment, we continued to maintain our market position. In the high-speed rail sector, we made new progress in this fiscal year. For instance, we participated in the Guizhou section of Guiyang-Nanning Railway project and Yiyang-Changsha section of Changde-Yiyang-Changsha High-Speed Railway project. In the subway sector, our Traffic Operation System Platform was successfully applied in the Phase I Project of Beijing Metro Line 19. In terms of the urban rail transit sector, the first phase of Lanzhou Rail Transit Line 2 started trial operation successfully with the support of our comprehensive monitoring system and other services in the fourth fiscal quarter. We also provided an integrated station control room for Lanzhou Rail Transit. Moreover, our ZPW-2000S communication coding track circuit product, which was certified by the Safety Integrity Level 4 and the China Railway Product Certification Center, won two bids on domestic lines in the fourth fiscal quarter. In addition to the domestic market, we have smoothly explored the overseas market. We signed the sales project of the main control system software and Programmable Logic Controller for Kuching urban transportation system in Sarawak, Malaysia in this fiscal year, of which the main control system adopted our independently developed MACS-SCADA software system platform. We believe that this project lays a solid foundation for future access to overseas markets and is expected to further enhance our international influence in the field of rail transit.

The Mechanical and Electrical Solution segment also manifested a stable performance with smooth executions on various projects.

With our continuous dedication to the industry and the support of experienced and passionate experts, we believe that we will continue to create more value for our clients and shareholders.

Fiscal Year and the Fourth Quarter Ended June 30, 2023 Unaudited Financial Results Summary

(In USD thousands, except for %, number of shares and per share data)

Operational Results Analysis for the Fiscal Year Ended June 30, 2023

Total revenues for fiscal year 2023 were $777.4 million, as compared to $707.5 million for the prior fiscal year, representing an increase of 9.9%. In terms of revenues by type, integrated solutions contracts revenue increased by 10.2% to $632.1 million, products sales revenue increased by 23.2% to $47.4 million, and services revenue increased by 2.6% to $97.8 million.

The following table sets forth the Company’s total revenues by segment for the periods indicated.

(In USD thousands, except for %)

Gross margin was 32.9% for fiscal year 2023, as compared to 33.8% for the prior fiscal year. Gross margins for integrated solutions contracts, product sales, and services rendered were 25.0%, 72.0% and 64.7% for fiscal year 2023, as compared to 26.4%, 73.4% and 62.7% for the prior fiscal year, respectively. Non-GAAP gross margin was 33.0% for fiscal year 2023, as compared to 34.0% for the prior fiscal year. Non-GAAP gross margin of integrated solutions contracts was 25.2% for fiscal year 2023, as compared to 26.6% for the prior fiscal year. See the section entitled “Non-GAAP Measures” for more information about non-GAAP gross margin and non-GAAP gross margin of integrated solutions contracts.

Selling expenses were $57.2 million for fiscal year 2023, representing an increase of $11.9 million, or 26.4%, compared to $45.3 million for the prior fiscal year. The increase in selling expenses was mainly due to the increase in sales headcount to support the business growth, and the implementation of industry key customer strategy in industrial automation segment. Selling expenses as a percentage of total revenues were 7.4% and 6.4% for fiscal year 2023 and 2022, respectively.

General and administrative expenses were $63.6 million for fiscal year 2023, representing a decrease of $16.7 million, or 20.8%, compared to $80.2 million for the prior fiscal year, which was primarily due to an $8.6 million decrease in credit losses provision and a $6.4 million decrease in share-based compensation expenses. Share-based compensation expenses were $3.3 million and $9.7 million for fiscal year 2023 and 2022, respectively. General and administrative expenses as a percentage of total revenues were 8.2% and 11.3% for fiscal year 2023 and 2022, respectively.

Research and development expenses were $70.2 million for fiscal year 2023, representing an increase of $0.6 million, or 0.9%, compared to $69.6 million for the prior fiscal year. Research and development expenses as a percentage of total revenues were 9.0% and 9.8% for fiscal year 2023 and 2022, respectively.

The VAT refunds and government subsidies were $28.6 million for fiscal year 2023, as compared to $30.3 million for the prior fiscal year, representing a $1.8 million, or 5.8%, decrease.

The income tax expenses and the effective tax rate were $11.4 million and 9.6% for fiscal year 2023, respectively, as compared to $16.6 million and 16.7% for the prior fiscal year, respectively. The effective tax rate fluctuates, as the Company’s subsidiaries contributed different pre-tax income at different tax rates.

Net income attributable to Hollysys was $106.9 million for fiscal year 2023, representing an increase of 28.6% from $83.2 million reported in the prior fiscal year. Non-GAAP net income attributable to Hollysys was $111.6 million or $1.80 per diluted share. See the section entitled “Non-GAAP Measures” for more information about non-GAAP net income attributable to Hollysys.

Diluted earnings per share was $1.72 for fiscal year 2023, representing an increase of 27.4% from $1.35 in the prior fiscal year. Non-GAAP diluted earnings per share was $1.80 for fiscal year 2023, representing an increase of 17.6% from $1.53 in the prior fiscal year. These were calculated based on 62.0 million and 61.6 million diluted weighted average ordinary shares outstanding for the fiscal year ended June 30, 2023 and 2022, respectively. See the section entitled “Non-GAAP Measures” for more information about non-GAAP diluted earnings per share.

Operational Results Analysis for the Fourth Quarter Ended June 30, 2023

Total revenues for the three months ended June 30, 2023 were $195.0 million, as compared to $182.1 million for the same period of the prior fiscal year, representing an increase of 7.1%. In terms of revenue by type, integrated solutions contracts revenue increased by 7.8% to $160.9 million, products sales revenue increased by 12.1% to $13.3 million, and services revenue decreased by 0.9% to $20.8 million.

The following table sets forth the Company’s total revenues by segment for the periods indicated.

(In USD thousands, except for %)

Gross margin was 31.2% for the three months ended June 30, 2023, as compared to 33.7% for the same period of the prior fiscal year. Gross margin of integrated solutions contracts, product sales, and service rendered was 24.1%, 63.4% and 65.7% for the three months ended June 30, 2023, as compared to 27.1%, 75.4% and 57.1% for the same period of the prior fiscal year, respectively. Non-GAAP gross margin was 31.4% for the three months ended June 30, 2023, as compared to 33.9% for the same period of the prior fiscal year. Non-GAAP gross margin of integrated solutions contracts was 24.3% for the three months ended June 30, 2023, as compared to 27.3% for the same period of the prior fiscal year. See the section entitled “Non-GAAP Measures” for more information about non-GAAP gross margin and non-GAAP gross margin of integrated solutions contracts.

Selling expenses were $13.6 million for the three months ended June 30, 2023, representing an increase of $2.8 million, or 25.5%, compared to $10.9 million for the same period of the prior fiscal year. The increase in selling expenses was mainly due to the increase in sales headcount to support the business growth and the implementation of industry key customer strategy in industrial automation segment. Selling expenses as a percentage of total revenues were 7.0% and 6.0% for the three months ended June 30, 2023 and 2022, respectively.

General and administrative expenses were $19.2 million for the three months ended June 30, 2023, representing a decrease of $4.1 million, or 17.7%, compared to $23.3 million for the same period of the prior fiscal year, which was primarily due to a $2.7 million decrease in credit losses provision and $2.0 million decrease in third-party consulting fees. Share-based compensation expenses were $0.4 million and $1.3 million for the three months ended June 30, 2023 and 2022, respectively. General and administrative expenses as a percentage of total revenues were 9.8% and 12.8% for the three months ended June 30, 2023 and 2022, respectively.

Research and development expenses were $16.7 million for the three months ended June 30, 2023, representing an increase of $0.1 million, or 0.7%, compared to $16.6 million for the same period of the prior fiscal year. Research and development expenses as a percentage of total revenues were 8.6% and 9.1% for the three months ended June 30, 2023 and 2022, respectively.

The VAT refunds and government subsidies were $6.4 million for three months ended June 30, 2023, as compared to $8.6 million for the same period in the prior fiscal year, representing a $2.2 million, or 26.1%, decrease. The decrease in VAT refunds and government subsidies was mainly due to a 2.1 million decrease in government subsidies.

The income tax expenses and the effective tax rate were $0.7 million and 2.6% for the three months ended June 30, 2023, respectively, as compared to $3.9 million and 14.5% for the comparable period in the prior fiscal year, respectively. The effective tax rate fluctuates, as the Company’s subsidiaries contributed different pre-tax income at different tax rates.

Net income attributable to Hollysys was $25.7 million for three months ended June 30, 2023, representing an increase of 11.7% from $23.0 million reported in the comparable period in the prior fiscal year. Non-GAAP net income attributable to Hollysys was $26.5 million or $0.43 per diluted share. See the section entitled “Non-GAAP Measures” for more information about non-GAAP net income attributable to Hollysys.

Diluted earnings per share was $0.41 for the three months ended June 30, 2023, representing an increase of 10.8% from $0.37 for the comparable period in the prior fiscal year. Non-GAAP diluted earnings per share was $0.43 for the three months ended June 30, 2023, representing an increase of 7.5% from $0.40 for the comparable period in the prior fiscal year. These were calculated based on 62.1 million and 61.8 million diluted weighted average ordinary shares outstanding for the three months ended June 30, 2023 and 2022, respectively. See the section entitled “Non-GAAP Measures” for more information about non-GAAP diluted earnings per share.

Contracts and Backlog Highlights

Hollysys achieved $881.6 million and $281.2 million in terms of the value of new contracts for the fiscal year and the three months ended June 30, 2023, respectively. The order backlog of contracts was $909.5 million as of June 30, 2023. The order backlog of contracts represents the amount of unrealized revenue to be earned from the contracts that Hollysys won. The detailed breakdown of new contracts and backlog by segment is shown in the table below:

(In USD thousands, except for %)

Cash Flow Highlights

For the fiscal year ended June 30, 2023, the total net cash outflow was $70.9 million. The net cash provided by operating activities was $23.2 million. The net cash used in investing activities was $59.7 million, primarily due to $40.9 million purchases of property, plant and equipment, $126.1 million purchases of short-term investments, and $1.6 million investment of an equity investee, which was partially offset by $103.7 million maturity of short-term investments and $4.2 million proceeds from disposal of a subsidiary. The net cash provided by financing activities was $17.9 million, primarily due to $18.8 million proceeds from long-term bank loans.

For the three months ended June 30, 2023, the total net cash outflow was $32.8 million. The net cash provided by operating activities was $20.0 million. The net cash used in investing activities was $16.9 million, primarily due to $4.1 million purchases of property, plant and equipment, $25.4 million purchases of short-term investments and $1.6 million investment of an equity investee, which was partially offset by $14.2 million maturity of short-term investments. The net cash provided by financing activities was $0.1 million.

Balance Sheet Highlights

The total amount of cash and cash equivalents was $611.6 million, $640.2 million, and $679.8 million as of June 30, 2023, March 31, 2023, and June 30, 2022, respectively.

For the fiscal year ended June 30, 2023, DSO was 151 days, as compared to 171 days for the prior fiscal year; inventory turnover days were 75 days, as compared to 58 days for the prior fiscal year. The significant increase in inventories was mainly due to the Company’s increase in safety stock level in response to supply chain fluctuations.

For the three months ended June 30, 2023, DSO was 149 days, as compared to 174 days for the prior fiscal year and 176 days for the last fiscal quarter; inventory turnover days were 81 days, as compared to 73 days for the prior fiscal year and 87 days for the last fiscal quarter.

Financial Performance Guidance

Based on information available as of the date of this press release, Hollysys provides the following financial performance guidance for the full fiscal year 2024:

About Hollysys Automation Technologies Ltd.

Hollysys is a leading automation control system solutions provider in China, with overseas operations in eight other countries and regions throughout Asia. Leveraging its proprietary technology and deep industry know-how, Hollysys empowers its customers with enhanced operational safety, reliability, efficiency, and intelligence which are critical to their businesses. Hollysys derives its revenues mainly from providing integrated solutions for industrial automation and rail transportation automation. In industrial automation, Hollysys delivers the full spectrum of automation hardware, software, and services spanning field devices, control systems, enterprise manufacturing management and cloud-based applications. In rail transportation automation, Hollysys provides advanced signaling control and SCADA (Supervisory Control and Data Acquisition) systems for high-speed rail and urban rail (including subways). Founded in 1993, with technical expertise and innovation, Hollysys has grown from a research team specializing in automation control in the power industry into a group providing integrated automation control system solutions for customers in diverse industry verticals. As of June 30, 2022, Hollysys had cumulatively carried out more than 35,000 projects for approximately 20,000 customers in various sectors including power, petrochemical, high-speed rail, and urban rail, in which Hollysys has established leading market positions.

SAFE HARBOR STATEMENTS

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact included herein are “forward-looking statements,” including statements regarding the ability of the Company to achieve its commercial objectives; the business strategy, plans and objectives of the Company and its subsidiaries; and any other statements of non-historical information. These forward-looking statements are often identified by the use of forward-looking terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “target,” “confident,” or similar expressions, involve known and unknown risks and uncertainties. Such forward-looking statements, based upon the current beliefs and expectations of Hollysys’ management, are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company’s reports that are filed with the Securities and Exchange Commission and available on its website (http://www.sec.gov). All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.

For further information, please contact:

Hollysys Automation Technologies Ltd.

www.hollysys.com

+8610-58981386

investors@hollysys.com

HOLLYSYS AUTOMATION TECHNOLOGIES LTD.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(In USD thousands except for number of shares and per share data)

HOLLYSYS AUTOMATION TECHNOLOGIES LTD.

CONSOLIDATED BALANCE SHEETS

(In USD thousands except for number of shares and per share data)

HOLLYSYS AUTOMATION TECHNOLOGIES LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In USD thousands)

Non-GAAP Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, in evaluating our results, we use the following non-GAAP financial measures: non-GAAP gross profit and non-GAAP gross margin, non-GAAP gross profit and non-GAAP gross margin of integrated solutions contracts, non-GAAP net income attributable to Hollysys Automation Technologies Ltd., as well as non-GAAP basic and diluted earnings per share.

These non-GAAP financial measures serve as additional indicators of our operating performance and not as any replacement for other measures in accordance with U.S. GAAP. We believe these non-GAAP measures help identify underlying trends in the Company’s business that could otherwise be distorted by the effect of the share-based compensation expenses, which are calculated based on the number of shares or options granted and the fair value as of the grant date, and amortization of acquired intangible assets. They will not result in any cash inflows or outflows. We believe that using non-GAAP measures help our shareholders to have a better understanding of our operating results and growth prospects.

Non-GAAP gross profit and non-GAAP gross margin, non-GAAP gross profit and non-GAAP gross margin of integrated solutions contracts, non-GAAP net income attributable to Hollysys Automation Technologies Ltd., as well as non-GAAP basic and diluted earnings per share should not be considered in isolation or construed as an alternative to gross profit and gross margin, gross profit and gross margin of integrated solutions contracts, net income attributable to Hollysys Automation Technologies Ltd., basic and diluted earnings per share, or any other measure of performance, or as an indicator of the Company’s operating performance. Investors are encouraged to review the historical non-GAAP financial measures to the most directly comparable GAAP measures. Non-GAAP gross profit and gross margin, non-GAAP gross profit and non-GAAP gross margin of integrated solutions contracts, non-GAAP net income attributable to Hollysys Automation Technologies Ltd., as well as non-GAAP basic and diluted earnings per share presented here may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting their usefulness as comparative measures to the Company’s data. The Company encourages investors and others to review the Company’s financial information in its entirety and not rely on a single financial measure.

We define non-GAAP gross profit and non-GAAP gross margin as gross profit and gross margin, respectively, adjusted to exclude non-cash amortization of acquired intangibles. The following table provides a reconciliation of our gross profit and gross margin to non-GAAP gross profit and non-GAAP gross margin for the periods indicated.

(In USD thousands, except for %)

We define non-GAAP gross profit and non-GAAP gross margin of integrated solutions contracts as gross profit and gross margin of integrated solutions contracts, respectively, adjusted to exclude non-cash amortization of acquired intangibles associated with integrated solutions contracts. The following table provides a reconciliation of the gross profit of integrated solutions contracts to non-GAAP gross profit and non-GAAP gross margin of integrated solutions contracts for the periods indicated.

(In USD thousands, except for %)

We define non-GAAP net income attributable to Hollysys as net income attributable to Hollysys adjusted to exclude the share-based compensation expenses and non-cash amortization of acquired intangible assets. The following table provides a reconciliation of net income attributable to Hollysys to non-GAAP net income attributable to Hollysys for the periods indicated.

(In USD thousands)

Non-GAAP basic (or diluted) earnings per share represents non-GAAP net income attributable to Hollysys divided by the weighted average number of ordinary shares outstanding during the periods (or on a diluted basis). The following table provides a reconciliation of our basic (or diluted) earnings per share to non-GAAP basic (or diluted) earnings per share for the periods indicated.

(In USD thousands, except for number of shares and per share data)