Financial Performance and Losses - Company reported a net loss of S$1,466,690 for the year ended June 30, 2024, with a working capital deficit of S$3,686,485[11] - Borrowing costs for the Group increased by S$2,843 and S$1,100 for the fiscal years ended June 30, 2023, and June 30, 2024, respectively, due to interest rate hikes[21] - The company does not expect to pay dividends in the foreseeable future, retaining all available funds for business development and growth[25] Revenue and Market Risks - All revenue for the fiscal year ended June 30, 2024 was derived from Singapore, exposing the company to risks related to Singapore's social, economic, political, and legal developments[10] - Intense competition in the food service industry could lead to loss of market share, decreased revenue, and lower profitability[17] Operational Risks and Dependencies - Company faces significant risks from food safety issues, which could lead to liability claims, reputational damage, and operational disruptions[12] - Operations are highly dependent on foreign workers in construction, marine, and manufacturing industries, with potential declines in hiring affecting business performance[13] - Disruptions at the Central Kitchen could lead to operational suspensions, reduced revenue, and increased costs[15] - Compliance with changing food safety regulations in Singapore may result in additional costs and operational challenges[16] Cost and Inflation Risks - Food and labor costs are key variables, with inflation and staffing challenges posing risks to financial performance[14] Growth and Funding Challenges - Future business strategies and expansion plans may face challenges due to market conditions, funding availability, and competition[18] - Additional capital may be required for growth, but financing may not be available on favorable terms, potentially diluting shareholder value[19] Financial Facilities and Borrowing - Premium Catering has five bank facilities totaling approximately S$1.0 million, with four fixed-rate loans of S$0.9 million and one variable-rate loan of S$0.1 million[21] - The company has S$3.5 million in bank facilities available, with S$3.0 million drawn down as of June 30, 2024, bearing fixed interest rates ranging from 2.5% to 3.25% and a variable rate of 6.2%[164] - The company's borrowing costs are influenced by the Singapore Overnight Rate Average (SORA) and the Singapore Interbank Offered Rate (SIBOR), which move in tandem with U.S. Federal Reserve interest rates[21] Share Issuance and Ownership - The company completed an offering of 1,650,000 Ordinary Shares at US$4.75 per share, generating net proceeds of approximately $6.994 million[22] - As of the date of the Annual Report, the company has 16,000,000 Ordinary Shares issued and outstanding[24] - Hero Global Enterprises Limited owns 10,547,250 Ordinary Shares, representing approximately 65.92% of the total issued and outstanding shares[27] - The company's controlling shareholder, Hero Global Enterprises Limited, holds 65.92% of the total voting power[27] Regulatory and Compliance Risks - The company may be classified as a Passive Foreign Investment Company (PFIC), which could result in adverse U.S. federal income tax consequences for U.S. taxpayers holding its securities[26] - The company is exempt from certain Nasdaq regulations due to its status as a foreign private issuer, including requirements for independent directors and shareholder approval for equity compensation plans[28] - The company is required to file an annual report on Form 20-F within four months of the fiscal year end and publishes financial results semi-annually, but with less extensive and timely information compared to U.S. domestic issuers[29] - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to take advantage of reduced reporting requirements and delayed adoption of certain accounting standards[32] - The company may lose its foreign private issuer status in the future, which would result in significant additional costs and compliance requirements[33] - The company has incurred increased costs and management time due to its Nasdaq listing, including compliance with SEC and Nasdaq rules[34] Legal and Investor Protection Risks - Shareholders may face difficulties in protecting their interests due to the company's incorporation under Cayman Islands law, which provides less investor protection compared to U.S. laws[30] - Certain judgments obtained against the company by shareholders may not be enforceable, particularly against directors and executive officers located outside the U.S.[31] - The company is incorporated in the Cayman Islands, with all operations and assets located outside the United States, primarily in Singapore, and faces challenges in enforcing U.S. civil liabilities[36] Auditing and Financial Reporting - The company's auditor, Onestop Assurance PAC, headquartered in Singapore, was last inspected by the PCAOB on July 13, 2023, and is not currently subject to PCAOB determinations[35] - The company is evaluating the impact of ASU 2020-05, which introduces the expected credit losses methodology for financial instruments, with a new effective date for fiscal years beginning after December 15, 2022[167] - The company is assessing the impact of ASU 2021-08, which clarifies Codification improvements for receivables, effective for annual and interim reporting periods beginning July 1, 2021[167] - The company does not expect ASU 2021-10, which clarifies Codification improvements, to have a material impact on its consolidated financial statements[167] - The company adopted ASU 2023-07, which improves segment reporting disclosures, effective for fiscal years beginning after December 15, 2023, with no material impact on financial position[167] Liquidity and Credit Risk Management - The company is exposed to liquidity risk and manages it through financial position analysis and monitoring procedures, with potential short-term funding from financial institutions and related parties[166] - The company has no significant exposure to credit risk beyond the carrying amounts of trade and other receivables, and cash, as it does not hold collateral[165] - The company's reporting currency is the Singapore dollar, with almost all revenues and expenses denominated in SGD, minimizing foreign exchange risk[166] Market Listing and Trading - The company's Ordinary Shares began trading on Nasdaq under the symbol "PC" on September 25, 2024[22]
Premium Catering (Holdings) Limited(PC) - 2024 Q4 - Annual Report