6-K
Reitar Logtech Holdings Ltd (RITR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2025
Commission File Number: 001-42210
Reitar Logtech Holdings Limited
(Translation of registrant’s name intoEnglish)
c/o Unit 801, 8th Floor, Tower 2, The Quayside,77 Hoi Bun Road
Kwun Tong, Kowloon, 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 ☐
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release Announcing First Half of Fiscal Year 2024 Unaudited Financial Results |
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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.
| Reitar Logtech Holdings Limited | ||
|---|---|---|
| By: | /s/ Kin Chung Chan | |
| Name: | Kin Chung Chan | |
| Title: | Director, Chairman and Chief Executive Officer | |
| Date: January 28, 2025 |
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Exhibit 99.1
Reitar Logtech Holdings Limited Announces FirstHalf of Fiscal Year 2024 Unaudited Financial Results
Reitar Logtech Holdings Limited (Nasdaq: RITR) (“we,” or the “Company”), a comprehensive logistics solutions provider in Hong Kong, today announced its unaudited financial results for the six months ended September 30, 2024.
Overview:
Revenue increased by approximately 163.7% from approximately HK$73.7 million for the six months ended September 30, 2023 to approximately HK$194.2 million (US$25.0 million) for the six months ended September 30, 2024.
Cost of service increased by approximately 192.4% from approximately HK$48.1 million for the six months ended September 30, 2023 to approximately HK$140.6 million (US$18.1 million) for the six months ended September 30, 2024.
Net income increased by approximately 636.4% from approximately HK$3.3 million for the six months ended September 30, 2023 to approximately HK$24.3 million (US$3.1 million) for the six months ended September 30, 2024.
The Company has experienced significant revenue growth in the first half of fiscal year 2024 compared to the same period last fiscal year. This growth primarily stems from our strategic shift from focusing on small to medium-sized projects prior to 2023 to investing and developing large-scale projects in collaboration with international real estate and private equity funds.
The Company is currently developing and upgrading three major smart logistics projects in Hong Kong. These include an automated logistics center co-developed with a Singapore-based private equity fund, Hong Kong’s first large-scale automated cold storage facility converted from a large industrial building, and an upgrade to a major smart logistics center on Airport Island. The automated cold storage facility, co-invested with an international private equity-backed fund manager, was completed in December 2024 and is expected to significantly advance the development of cold chain logistics in Hong Kong. The automated logistics center, developed with another Singapore-based private equity fund, is set to begin superstructure construction in Q1 2025 and will be the largest of its kind in Hong Kong. Meanwhile, the upgrade of the Airport Island smart logistics center is expected to finish by the end of Q3 2025. This airport project is particularly significant as its contract amount already represents approximately 91.7% of our revenue for the fiscal year ended March 31, 2024.
In these projects, the Company leverages its market-leading Property
- Logistics Technology (PLT) solutions, collaborating with various subsidiaries to provide comprehensive services. The Company plays multiple roles, including asset manager, chief consultant, project and engineering manager, and general contractor, with a commitment to delivering one-stop, comprehensive smart logistics asset management services. As one of the first companies in Hong Kong to enter the PLT field, the Company is dedicated to enhancing the potential value of logistics assets through logistics technology, driving innovation and efficiency within the logistics sector, strengthening overall supply chain capabilities, and further solidifying Hong Kong’s position as a global logistics hub.
Six Month Financial Results Ended September 30, 2024
Revenue
The following table sets forth the breakdown of our revenue for the periods indicated:
| Six months ended<br> September 30, | |||
|---|---|---|---|
| **** | 2023 | 2024 | 2024 |
| **** | HK | HK | US |
| Service lines: | |||
| Construction management and engineering design services: | |||
| Construction management and engineering design services | |||
| Maintenance services | |||
| Sub-total | |||
| Asset management and professional consultancy services: | |||
| Asset management services | |||
| Professional consultancy services. | |||
| Sub-total | |||
| Total |
All values are in US Dollars.
Revenue increased by approximately 163.7% from approximately HK$73.7 million for the six months ended September 30, 2023 to approximately HK$194.2 million (US$25.0 million) for the six months ended September 30, 2024. The increase was mainly due to the increase in revenue generated from construction management and engineering design services because (a) certain major projects which was in initial stage for the six months ended September 30, 2023 was close to completion for the six months ended September 30, 2024 and (b) more new major construction projects were obtained for the six months ended September 30, 2024.
Cost of revenue
The following table presents our cost of revenue by service lines for the periods indicated:
| Six months ended <br> September 30, | |||
|---|---|---|---|
| **** | 2023 | 2024 | 2024 |
| **** | HK | HK | US |
| Service lines: | |||
| Construction management and engineering design services: | |||
| Construction management and engineering design services | |||
| Maintenance services | |||
| Sub-total | |||
| Asset management and professional consultancy services: | |||
| Asset management services | |||
| Professional consultancy services. | |||
| Sub-total | |||
| Total |
All values are in US Dollars.
2
The following table presents our cost of revenue by nature for the periods indicated:
| Six months ended <br> September 30, | |||
|---|---|---|---|
| **** | 2023 | 2024 | 2024 |
| **** | HK | HK | US |
| Subcontracting fee | |||
| Staff cost | |||
| Others | |||
| Total cost of revenue |
All values are in US Dollars.
Cost of service increased by approximately 192.4% from approximately HK$48.1 million for the six months ended September 30, 2023 to approximately HK$140.6 million (US$18.1 million) for the six months ended September 30, 2024. The trend of cost of revenue of each of the service lines was in line with the trend of the revenue of respective service line during the period.
Operating expenses
The following table sets forth components of our operating expenses for the periods indicated:
| Six months ended<br> September 30, | |||
|---|---|---|---|
| **** | 2023 | 2024 | 2024 |
| **** | HK | HK | US |
| Management fee | |||
| Salary and allowance | |||
| Depreciation of property and equipment | |||
| Amortization of operating lease right-of-use assets | |||
| Professional fee | |||
| Allowance for doubtful accounts/expected credit loss | |||
| Others | |||
| Total cost of revenue |
All values are in US Dollars.
Operating expenses increased by approximately 77.2% from approximately HK$13.9 million for the six months ended September 30, 2023 to approximately HK$24.7 million (US$3.2 million) for the six months ended September 30, 2024. The increase was mainly due to (i) increase in staff costs resulting from increase in payroll and bonus to our staff and (ii) increase in expected credit loss on contracts receivable and contract assets which was in line with the increase in revenue.
Other income, net.
We recorded other income, net of approximately HK$0.5 million (US$62,000) for the six months ended September 30, 2024 in comparison to other expenses, net of approximately HK$1.8 million for the six months ended September 30, 2023, mainly attributable to (i) the absence of impairment loss on goodwill of approximately HK$1.5 million; (ii) increase in bank interest income due to increase in cash balances；and (iii) the increase in government subsidies in relation to innovation and technology granted by the Hong Kong Government.
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Income tax expense.
Income tax expense decreased by approximately 21.0% from approximately HK$6.6 million for the six months ended September 30, 2023 to approximately HK$ 5.2 million (US$0.7 million) for the six months ended September 30, 2024. The decrease was mainly due to the increase in deductible expenses as compared to prior period.
Net income.
As a result of the above reasons, net income increased by approximately 636.4% from approximately HK$3.3 million for the six months ended September 30, 2023 to approximately HK$24.3 million (US$3.1 million) for the six months ended September 30, 2024.
Basic and diluted EPS.
Basic and diluted EPS were approximately HK$0.40 (US$0.05) per ordinary share for the six months ended September 30, 2024, as compared to HK$0.05 per ordinary share for the six months ended September 30, 2023, respectively.
About Reitar Logtech Holdings Limited
The Company, through its wholly owned subsidiaries, is engaged in (i) provision of construction management and engineering design services and (ii) asset management and investment, and professional consultancy services in Hong Kong. The products from provision of construction management and engineering design services are cold storage facilities, automated warehouses, renovated offices and tailor-made electrical systems. The services from asset management and professional consultancy services are asset management services for construction projects involving refrigerated storage and warehouses and professional consultancy services for construction projects involving renovation work, interior design and modification work of commercial units and residential or commercial redevelopment work.
For more information, visit the Company’s website at https://www.reitar.io/.
Exchange Rate Information
This announcement contains translations of certain HK$ amounts into U.S. dollars (“US$”) at specified rates solely for the convenience of the reader. Unless otherwise stated, all translations from HK$ to US$ were made at the rate of HK$7.7693 to US$1.00, the exchange rate on September 30, 2024 set forth in the H.10 statistical release of the Federal Reserve Board. The Company makes no representation that the HK$ or US$ amounts referred could be converted into US$ or HK$, as the case may be, at any particular rate or at all.
Safe Harbor Statement
Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC, which are available for review at www.sec.gov.
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REITAR LOGTECH HOLDINGS LIMITEDUNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETSAS OF MARCH 31, 2024 AND SEPTEMBER 30, 2024
| As of<br> September 30,<br> 2024 | As of<br> September 30, <br>2024 | ||||
|---|---|---|---|---|---|
| HK | US | ||||
| ASSETS | |||||
| CURRENT ASSETS | |||||
| Cash and cash equivalents | |||||
| Restricted cash | |||||
| Contracts receivable, net | |||||
| Contract assets, net | |||||
| Retention receivables, net | |||||
| Prepaid expenses and other receivables, net | |||||
| Total current assets | |||||
| NON-CURRENT ASSETS | |||||
| Long-term investment, net | |||||
| Property and equipment, net | |||||
| Right-of-use assets, net | |||||
| Rental deposits, net | |||||
| Goodwill | |||||
| Total non-current assets | |||||
| Total assets | |||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||
| CURRENT LIABILITIES | |||||
| Bank borrowings | |||||
| Accounts payable | |||||
| Accrued expenses and other payables | |||||
| Tax payable | |||||
| Contract liabilities | |||||
| Operating lease liabilities | |||||
| Amount due to related parties | |||||
| Total current liabilities | |||||
| NON-CURRENT LIABILITIES | |||||
| Operating lease liabilities | |||||
| Total non-current liabilities | |||||
| Total liabilities | |||||
| COMMITMENTS AND CONTINGENCIES | |||||
| SHAREHOLDERS’ EQUITY | |||||
| Ordinary shares: US0.00000005 par value, 1,000,000,000,000 shares authorized as of March 31, 2024 and September 30, 2024, 60,000,000 shares issued and outstanding as of March 31, 2024 and 62,443,750 shares issued and outstanding as of September 30, 2024 | |||||
| Class A ordinary shares, US0.00000005 par value, 900,000,000,000 shares authorized, and 40,000,000 shares issued and outstanding as of March 31, 2024 and 42,443,750 shares issued and outstanding as of September 30, 2024 | |||||
| Class B ordinary shares, US0.00000005 par value, 100,000,000,000 shares authorized, and 20,000,000 shares issued and outstanding as of March 31, 2024 and September 30, 2024 | |||||
| Additional paid-in capital | |||||
| Retained earnings | |||||
| Equity attributable to owners of the Company | |||||
| Non-controlling interests | ) | ) | ) | ||
| Total shareholders’ equity | |||||
| Total liabilities and shareholders’ equity |
All values are in US Dollars.
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REITAR LOGTECH HOLDINGS LIMITEDUNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOMEFOR THE SIX MONTHS ENDED SEPTEMBER 30, 2023 AND 2024
| For the six months ended <br>September 30, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2024 | 2024 | ||||
| HK | HK | US | ||||
| REVENUE | ||||||
| – External | ||||||
| Total revenue | ||||||
| COST OF REVENUE | ||||||
| – External | ) | ) | ) | |||
| – Related parties | ) | ) | ||||
| Total cost of revenue | ) | ) | ) | |||
| Gross profit | ||||||
| OPERATING EXPENSES | ||||||
| Personnel and benefit expense | ) | ) | ) | |||
| Depreciation of property and equipment | ) | ) | ) | |||
| Amortization of operating lease right-of-use assets | ) | ) | ) | |||
| Professional fee | ) | ) | ) | |||
| Allowance for doubtful accounts/expected credit loss | ) | ) | ) | |||
| Others | ) | ) | ) | |||
| Total operating expenses | ) | ) | ) | |||
| INCOME FROM OPERATION | ||||||
| OTHER INCOME (EXPENSES) | ||||||
| Bank interest income | ||||||
| Interest expense | ) | ) | ) | |||
| Other income | ||||||
| Other expense | ) | ) | ||||
| Impairment loss on goodwill | ) | |||||
| Total other (expenses) income, net | ) | |||||
| INCOME BEFORE INCOME TAX EXPENSES | ||||||
| INCOME TAX EXPENSES | ) | ) | ) | |||
| NET INCOME | ||||||
| Add: net loss attributable to non-controlling interests | ) | ) | ) | |||
| NET INCOME ATTRIBUTABLE TO THE COMPANY’S ORDINARY SHAREHOLDERS AND TOTAL COMPREHENSIVE INCOME | ||||||
| Weighted average number of ordinary shares: | ||||||
| Basic and diluted | ||||||
| Earnings per ordinary share – basic and diluted |
All values are in US Dollars.
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REITAR LOGTECH HOLDINGS LIMITEDUNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF EQUITYFOR THE SIX MONTHS ENDED SEPTEMBER 30, 2023 AND 2024
| Total<br> Reitar Logtech Holdings | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Par value | Class B<br><br> No. of<br> shares | Par value | Additional<br> paid-in<br> capital | Retained<br> earnings | Limited<br> shareholders’ equity | Non-<br> controlling interests | Total<br> shareholder’ equity | ||||
| HK | HK | HK | HK | HK | HK | HK | |||||
| BALANCE,<br> April 1, 2023 | 40,000,000 | 20,000,000 | ) | ||||||||
| Net<br> income | — | — | ) | ||||||||
| BALANCE,<br> September 30, 2023 | 40,000,000 | 20,000,000 | ) | ||||||||
| BALANCE,<br> April 1, 2024 | 40,000,000 | 20,000,000 | ) | ||||||||
| Net<br> proceeds from initial public offering | 2,443,750 | — | |||||||||
| Net<br> income (loss) | — | — | ) | ||||||||
| BALANCE,<br> September 30, 2024 | 42,443,750 | 20,000,000 | ) | ||||||||
| BALANCE,<br> September 30, 2024 (US) | ) |
All values are in US Dollars.
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REITAR LOGTECH HOLDINGS LIMITEDUNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE SIX MONTHS ENDED SEPTEMBER 30, 2023 AND 2024
| For the six months ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2024 | 2024 | ||||
| HK | HK | US | ||||
| Cash flows from operating activities | ||||||
| Net income | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities | ||||||
| Depreciation of property and equipment | ||||||
| Amortization of operating lease right-of-use assets | ||||||
| Allowance for doubtful accounts/expected credit loss | ||||||
| Bad debt | ||||||
| Impairment loss on goodwill | ||||||
| Changes in operating assets and liabilities | ||||||
| Contracts receivable | ) | ) | ) | |||
| Contract assets | ) | ) | ||||
| Retention receivables | ) | ) | ) | |||
| Prepaid expenses and other receivables | ) | ) | ) | |||
| Accounts payable | ) | |||||
| Accrued expenses | ) | ) | ||||
| Contract liabilities | ) | |||||
| Tax payable | ||||||
| Operating lease liabilities | ) | ) | ) | |||
| Net cash used in operating activities | ) | ) | ) | |||
| Cash flows from investing activities | ||||||
| Purchase of property and equipment | ) | ) | ) | |||
| Acquisition of a subsidiary | ) | |||||
| Long-term investment | ) | ) | ) | |||
| Loan to a third party | ) | ) | ||||
| Net cash used in investing activities | ) | ) | ) | |||
| Cash flows from financing activities | ||||||
| Proceeds from bank borrowings | ||||||
| Repayment for bank borrowings | ) | ) | ) | |||
| Deferred offering costs | ) | |||||
| Proceeds from initial public offering, net | ||||||
| Advance to related parties | ) | |||||
| Repayment from related parties | ||||||
| Net cash generated from financing activities | ||||||
| Net (decrease) increase in cash and cash equivalents and restricted cash | ) | |||||
| Cash, cash equivalents and restricted cash at the beginning of the period | ||||||
| Cash, cash equivalents and restricted cash at the end of the period | ||||||
| Supplementary cash flow information | ||||||
| Interest received | ||||||
| Interest paid | ) | ) | ) | |||
| Income tax paid | ) | ) | ) |
All values are in US Dollars.
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REITAR LOGTECH HOLDINGS LIMITEDUNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2023 AND 2024
Reconciliation of cash, cash equivalents and restricted cash:
| As of September 30, | |||
|---|---|---|---|
| 2023 | 2024 | 2024 | |
| HK | HK | US | |
| Cash and cash equivalents | |||
| Restricted cash | |||
| Total cash, cash equivalents and restricted cash shown in the statement of cash flows |
All values are in US Dollars.
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