6-K
SU Group Holdings Ltd (SUGP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF1934
For the month of June 2024
Commission File Number: 001-41927
SU Group Holdings Limited
(Exact name of registrant as specified in itscharter)
Unit 01 – 03, 3/F, Billion Trade Centre
31 Hung To 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 of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
SU Group Holdings Limited, a Cayman Islands exempted company (the “Company”) is furnishing this Form 6-K to provide results for the six months ended March 31, 2024 in connection with the unaudited interim condensed consolidated financial statements for the six months ended March 31, 2024.
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Exhibits Index
| Exhibit No. | Description |
|---|---|
| 99.1 | Results for the Six Months Ended March 31, 2024 in Connection with the Unaudited Interim Condensed Consolidated Financial Statements for the Six Months Ended March 31, 2024 |
| 101. INS | Inline XBRL Instance Document. |
| 101. SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101. CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101. DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101. LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101. PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| SU Group Holdings Limited | |
|---|---|
| By: | /s/ Chan Ming Dave |
| Name: | Chan Ming Dave |
| Title: | Chief Executive Officer |
Dated: June 28, 2024
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Exhibit 99.1
Results for the Six Months Ended March 31, 2024in Connection with the Unaudited InterimCondensed Consolidated Financial Statements for the Six Months Ended March 31, 2024
Recent Developments
In June 2024, the Company entered into an agreement with MATZ-ERREKA, a Spain-headquartered world-leading specialist in automatic doors and automation systems, and became the exclusive distributor of MATZ-ERREKA’s premium automatic doors and gates in Hong Kong.
Results for the Six Months Ended March 31,2024
Revenues
Our revenues decreased by approximately HK$5.2 million, or 5.4%, from approximately HK$97.0 million for the six months ended March 31, 2023 to approximately HK$91.8 million for the six months ended March 31, 2024. The decrease was mainly due to (i) a decrease in revenues from project and maintenance of HK$7.5 million, (ii) an increase in revenues from provision of security guarding and screening services of HK$3.7 million, and (iii) a decrease in revenues from equipment leasing of HK$1.4 million.
Our revenues from project and maintenance decreased by HK$7.5 million, or 12.4%, from HK$61.1 million for the six months ended March 31, 2023 to HK$53.6 million for the six months ended March 31, 2024. The decrease was mainly attributable to the change in contract size mix of project and maintenance performed. Certain revenues for the six months ended March 31, 2023 were contributed by several projects with larger revenues recognized, including one project of about HK$7 million, one project of about HK$5 million, three projects of over HK$3 million, four projects of over HK$2 million, and two projects of over HK$1 million. Comparatively, certain revenues for the six months ended March 31, 2024 were contributed by less projects with larger revenues recognized, including three projects of about HK$4 million, two projects of over HK$2 million, and six projects of over HK$1 million.
Our revenues from provision of security guarding and screening services increased by HK$3.7 million, or 11.7%, from HK$31.9 million for the six months ended March 31, 2023 to HK$35.6 million for the six months ended March 31, 2024. The increase was mainly due to (i) the increase in revenues from related vocational training services from HK$1.7 million for the six months ended March 31, 2023 to HK$2.1 million for the six months ended March 31, 2024; and (ii) the change in contract size mix of security guarding and screening services, as the revenues from seven customers contributing revenue of over HK$1 million during the six months ended March 31, 2024 amounted to HK$12.9 million, compared to five customers during the six months ended March 31, 2023 amounted to HK$9.4 million.
Our revenues from equipment leasing decreased by HK$1.4 million, or 34.1%, from HK$4.0 million for the six months ended March 31, 2023 to HK$2.6 million for the six months ended March 31, 2024. The decrease was mainly because the equipment leasing agreements of certain customers were expired, and we offered rental terms more preferential to the customers choosing to renew the agreements upon the expiry of original lease term.
Cost of Revenues
Our cost of revenues decreased by HK$6.3 million, or 8.8%, from HK$71.5 million for the six months ended March 31, 2023 to HK$65.2 million for the six months ended March 31, 2024 mainly due to change in contract size mix of the security-related engineering services performed, causing less sizable projects being recognized during the six months ended March 31, 2024 and thus, less cost of revenues being recognized.
Gross Profit
Our gross profit increased by HK$1.1 million, or 4.4%, from HK$25.5 million for the six months ended March 31, 2023 to HK$26.6 million for the six months ended March 31, 2024, mainly resulting from the decrease in cost of revenues. The gross profit margin increased from 26.3% for the six months ended March 31, 2023 to 29.0% for the six months ended March 31, 2024. The increase was due to an increase in profit margin of the security-related engineering services performed.
Selling, general and administrative expenses
Our selling, general and administrative expenses increased by HK$1.8 million, or 12.7%, from HK$13.8 million for the six months ended March 31, 2023 to HK$15.6 million for the six months ended March 31, 2024. The increase was mainly due to an increase in legal and professional fee from HK$0.1 million for the six months ended March 31, 2023 to HK$1.2 million for the six months ended March 31, 2024, since more legal and professional services such as legal advisory are required for the Company being a public entity.
Losses on disposal of property and equipment
Our losses on disposal of property and equipment decreased by HK$0.2 million, or 20.7%, from HK$0.8 million for the six months ended March 31, 2023 to HK$0.6 million for the six months ended March 31, 2024, mainly due to a decrease in the number of X-ray machines disposed from two during the six months ended March 31, 2023 to one during the six months ended March 31, 2024.
Other income
Our other income decreased by HK$0.3 million, or 26.8%, from HK$1.1 million for the six months ended March 31, 2023 to HK$0.8 million for the six months ended March 31, 2024. The decrease was mainly due to a decrease in government subsidies from HK$0.6 million for the six months ended March 31, 2023 to nil for the six months ended March 31, 2024.
Finance expenses
Our finance expenses increased by HK$14,056, or 38.2%, from HK$36,798 for the six months ended March 31, 2023 to HK$50,854 for the six months ended March 31, 2024 due to an increase in interest expense on lease liabilities from HK$19,917 for the six months ended March 31, 2023 to HK$42,746 for the six months ended March 31, 2024 mainly attributable to the renewal of two tenancy agreements during the six months ended March 31, 2024.
Income tax expenses
Our income tax expenses decreased by HK$0.8 million, or 45.0%, from HK$1.8 million for the six months ended March 31, 2023 to HK$1.0 million for the six months ended March 31, 2024. The decrease was mainly due to a decrease in income before income tax and the reduction of assessable profits of certain subsidiaries since certain expenses incurred by the Company for and on behalf of the group were allocated to the subsidiaries.
Net income
As a result of the foregoing, our net income maintained stable at HK$10.1 million for both six months ended March 31, 2023 and 2024.
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About SU Group Holdings Limited
SU Group Holdings Limited (“SU Group”; Nasdaq: SUGP) is an integrated security-related services company that primarily provides security-related engineering services, security guarding and screening services, and related vocational training services in Hong Kong. Through its subsidiaries, SU Group has been providing turnkey services to the existing infrastructure or planned development of its customers through the design, supply, installation, and maintenance of security systems for over two decades. The security systems that SU Group provides services include threat detection systems, traffic and pedestrian control systems, and extra-low voltage systems in private and public sectors, including commercial properties, public facilities, and residential properties in Hong Kong. For more information visit www.sugroup.com.hk.
Forward-Looking Statements
Certain statements in this announcement are forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. 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 “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “we believe,” “we intend,” “may,” “should,” “will,” “could” and similar expressions. These statements are subject to uncertainties and risks including, but not limited to, the following: the Company’s ability to renew contracts with recurring customers; the Company’s ability to secure new contracts; the Company’s ability to accurately estimate risks and costs and perform contracts based on the Company’s estimates; the Company’s relationship with the Company’s suppliers and ability to manage quality issues of the systems; the Company’s ability to obtain or renew the Company’s registrations, licenses, and certificates; the Company’s ability to manage the Company’s subcontractors; the labor costs and the general condition of the labor market; the Company’s ability to effectively manage inventories; the Company’s ability to compete effectively; the Company’s dependence on a small number of suppliers for a substantial portion of the Company’s supplies; the Company’s ability to successfully manage the Company’s capacity expansion and allocation in response to changing industry and market conditions; implementation of the Company’s expansion plans and the Company’s ability to obtain capital resources for planned growth; the Company’s ability to acquire sufficient products and obtain equipment and services from the Company’s suppliers in suitable quantity and quality; the Company’s dependence on key personnel; the Company’s ability to expand into new businesses, industries, or internationally and to undertake mergers, acquisitions, investments, or divestments; changes in technology and competing products; general economic and political conditions, including those related to the security-related engineering services industry; possible disruptions in commercial activities caused by events such as natural disasters, terrorist activities, political, economic, and social instability, and fluctuations in foreign currency exchange rates, and assumptions underlying or related to any of the foregoing and other risks contained in reports filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”), including the Company’s most recently filed Annual Report on Form 20-F and its subsequent filings. 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.
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SU GROUP HOLDINGS LIMITEDUNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
| As of March 31, 2024 | As of March 31, 2024 | ||||
|---|---|---|---|---|---|
| HK | US | ||||
| Assets | |||||
| Current assets | |||||
| Cash and cash equivalents | |||||
| Trade receivables, net | |||||
| Inventories | |||||
| Prepaid expenses and other current assets | |||||
| Contract assets | |||||
| Prepaid income tax | |||||
| Total current assets | |||||
| Non-current assets | |||||
| Property and equipment, net | |||||
| Intangible assets, net | |||||
| Goodwill | |||||
| Prepaid expenses and other non-current assets | |||||
| Deferred offering expenses | |||||
| Operating lease right-of-use assets, net | |||||
| Investment in key management insurance policy | |||||
| Deferred tax assets | |||||
| Total non-current assets | |||||
| TOTAL ASSETS | |||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||
| Current liabilities | |||||
| Trade payables | |||||
| Notes payables | |||||
| Other payables | |||||
| Accrued payroll and welfare | |||||
| Operating lease liabilities – current | |||||
| Income tax payable | |||||
| Contract liabilities | |||||
| Total current liabilities | |||||
| Non-current liabilities | |||||
| Operating lease liabilities – non-current | |||||
| Other payables – non-current | |||||
| Deferred tax liabilities | |||||
| Other liabilities | |||||
| Total non-current liabilities | |||||
| Total liabilities | |||||
| Commitments and contingencies | |||||
| Shareholders’ equity | |||||
| Ordinary shares (par value of HK0.01 per share; 750,000,000 ordinary shares authorized and 12,000,000 and 13,647,500 ordinary shares issued and outstanding as of September 30, 2023 and March 31, 2024, respectively.) | |||||
| Shares subscription receivables | ) | ) | ) | ||
| Additional paid-in capital | |||||
| Retained earnings | |||||
| Total SU Group Holdings Limited shareholders’ equity and total shareholders’ equity | |||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
All values are in US Dollars.
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SU GROUP HOLDINGS LIMITEDUNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
| For the Six Months Ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2024 | 2024 | ||||
| HK | HK | US | ||||
| Revenues | ||||||
| Cost of revenues | ) | ) | ) | |||
| Gross profit | ||||||
| Operating expenses | ||||||
| Selling, general and administrative expenses | ) | ) | ) | |||
| Losses on disposal of property and equipment | ) | ) | ) | |||
| Income from operations | ||||||
| Other income (expenses) | ||||||
| Other income | ||||||
| Finance expenses | ) | ) | ) | |||
| Total other income, net | ||||||
| Income before income tax expenses | ||||||
| Income tax expenses | ) | ) | ) | |||
| Net income | ||||||
| Less: Net income attributable to non-controlling interests | ) | |||||
| Net income attributable to SU Group Holdings Limited’s ordinary shareholders | ||||||
| Net income per share | ||||||
| Basic and diluted | ||||||
| Weighted average number of shares | ||||||
| Basic and diluted |
All values are in US Dollars.
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