SEC Form 6-K filed by Primech Holdings 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 March 2024
Commission File Number: 001-41829
Primech Holdings Ltd.
23 Ubi Crescent
Singapore 408579
+65 6286 1868
(Address of principal executive office)
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 ☐
Primech Holdings Ltd Announces Unaudited Interim 2023 Financial Results
Primech Holdings Ltd (“Primech” or the “Company”) (Nasdaq: PMEC), an established technology-driven facilities services provider in the public and private sectors operating mainly in Singapore, today announced its unaudited financial results for the six months ended September 30, 2023. A copy of the press release relating to the above matter is set forth in Exhibit 99.1, which is being furnished herewith.
1
Primech Holdings Limited and Subsidiaries
Condensed Consolidated Balance Sheets
(in U.S. dollars)
| September 30, 2023 | March 31, 2023 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 8,684,721 | $ | 9,072,223 | ||||
| Accounts receivable, net | 13,692,155 | 15,364,052 | ||||||
| Government subsidies receivable | 1,231,527 | 1,683,832 | ||||||
| Prepaid expenses and other current assets | 1,364,561 | 1,174,891 | ||||||
| Inventories | 52,556 | 141,434 | ||||||
| Total current assets | 25,025,520 | 27,436,432 | ||||||
| Non-current assets | ||||||||
| Property and equipment, net | 10,085,353 | 10,920,008 | ||||||
| Right of use assets | 2,740,724 | 3,128,366 | ||||||
| Goodwill | 657,974 | 693,025 | ||||||
| Intangible assets, net | 9,592 | 92,587 | ||||||
| Deferred offering costs | 761,612 | 552,771 | ||||||
| Total assets | $ | 39,280,775 | $ | 42,823,189 | ||||
| Liabilities and shareholders’ equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ | 8,841,267 | $ | 10,899,488 | ||||
| Notes payable-current portion | 12,087,801 | 11,905,350 | ||||||
| Lease liabilities-current portion | 1,622,809 | 1,717,574 | ||||||
| Total current liabilities | 22,551,877 | 24,522,412 | ||||||
| Non-current liabilities | ||||||||
| Notes payable-long term | 6,361,108 | 7,114,272 | ||||||
| Lease liabilities-long term | 1,335,093 | 1,627,673 | ||||||
| Deferred tax liability | 254,159 | 725,894 | ||||||
| Total liabilities | 30,502,237 | 33,990,251 | ||||||
| Commitments and contingencies | ||||||||
| Shareholders’ Equity | ||||||||
| Common Stock, 32,500,000 and 32,500,000 shares issued and outstanding as of September 30, 2023 and March 31, 2023, respectively, | 12,719,782 | 12,719,782 | ||||||
| Additional paid-in capital | 924,100 | 924,100 | ||||||
| Accumulated other comprehensive income | 662,223 | 946,898 | ||||||
| Accumulated deficit | (5,585,851 | ) | (5,809,669 | ) | ||||
| Total Primech Holdings Limited shareholders’ equity | 8,720,254 | 8,781,111 | ||||||
| Non-controlling interests | 58,284 | 51,827 | ||||||
| Total shareholders’ equity | 8,778,538 | 8,832,938 | ||||||
| Total liabilities and shareholders’ equity | $ | 39,280,775 | $ | 42,823,189 | ||||
2
Primech Holdings Limited and Subsidiaries
Unaudited Condensed Consolidated Statements of Operations and other Comprehensive Loss
(in U.S. dollars)
| For the Six Months Ended September 30, | ||||||||
| 2023 | 2022 | |||||||
| Revenues | ||||||||
| Revenues, net | $ | 35,161,160 | $ | 32,697,280 | ||||
| Operating costs and expenses | ||||||||
| Cost of revenue (net of $1,614,649 and $911,989 of government subsidies) | 29,397,340 | 28,905,289 | ||||||
| General and administrative expenses (net of $4,658 and $66,190 of government subsidies) | 5,344,718 | 5,330,940 | ||||||
| Sales and marketing expenses | 11,363 | 143,228 | ||||||
| Other operating expenses (income), net (includes $61,921 and $105,515 of government subsidies) | 102,640 | (97,437 | ) | |||||
| Total operating costs and expenses | 34,856,061 | 34,282,020 | ||||||
| Profit/ (loss) from operations | 305,099 | (1,584,740 | ) | |||||
| Interest expense | (520,585 | ) | (265,954 | ) | ||||
| Loss before income taxes | (215,486 | ) | (1,850,694 | ) | ||||
| Income tax benefit (expense) | 446,856 | (3,589 | ) | |||||
| Net income (loss) | 231,370 | (1,854,283 | ) | |||||
| (Income)/ loss attributable to non-controlling interests | (7,552 | ) | 19,703 | |||||
| Net income (loss) attributable to PHL | 223,818 | (1,834,580 | ) | |||||
| Total foreign currency translation adjustment | (284,675 | ) | (573,608 | ) | ||||
| Comprehensive loss | $ | (60,857 | ) | (2,408,188 | ) | |||
| Income (loss) per share: | ||||||||
| Basic and diluted | $ | 0.01 | $ | (0.06 | ) | |||
| Weighted average number of ordinary shares outstanding: | ||||||||
| Basic and Diluted | 32,500,000 | 32,500,000 | ||||||
3
Safe Harbor Statements
This filing contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident,” “potential,” “continue” or other similar expressions. Among other things, the quotations from management in this announcement, as well as Primech’s strategic and operational plans, contain forward-looking statements. Primech may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including but not limited to statements about Primech’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: changes in political, social and economic conditions, the regulatory environment, laws and regulations and interpretation thereof in the jurisdictions where we conduct business or expect to conduct business; the risk that we may be unable to realize our anticipated growth strategies and expected internal growth; its future business development, results of operations and financial condition; changes in the availability and cost of professional staff which we require to operate our business; changes in customers’ preferences and needs; changes in competitive conditions and our ability to compete under such conditions; changes in our future capital needs and the availability of financing and capital to fund such needs; changes in currency exchange rates or interest rates; projections of revenue, earnings, capital structure and other financial items; changes in our plan to enter into certain new business sectors; and other factors beyond our control. Further information regarding these and other risks is included in Primech’s filings with the SEC. All information provided in this report and in the attachments is as of the date of this report, and Primech undertakes no obligation to update any forward-looking statement, except as required under applicable law.
4
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.
| Primech Holdings Ltd. | ||
| Date: March 28, 2024 | By: | /s/ Kin Wai Ho |
| Name: | Kin Wai Ho | |
| Title: | Chief Executive Officer | |
5
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release dated March 28, 2024 |
6