Nocera (US:NCRA)2025-08-14 21:01Business Expansion and Acquisitions - The company plans to sell over 5,000 tanks in the next five years, with a production facility to be established in Taiwan for sales into the Americas and European countries [136]. - As of February 16, 2023, the company completed the acquisition of 229 acres of land in Montgomery County, Alabama, for building RASs for fish farming [137]. - The company acquired 80% controlling interest in Meixin Institutional Food Development Co., Ltd. for $4,300,000 on September 7, 2022 [130]. - The company entered into a Purchase of Business Agreement on November 30, 2022, selling its controlling interest in Xin Feng Construction Co., Ltd. for $300,000 [128]. - The company plans to expand fish farming demo sites in Taiwan by adding 20 units of RAS eel farming equipment by the end of 2024 [137]. - The company is actively working to resolve complexities related to the Zhe Jiang Acquisition, which involves the issuance of 1,500,000 shares of common stock [131]. - The company aims to enhance market penetration through the establishment of its own fish farms and diversify revenue streams through various sales channels [137]. - The company has no intention of conducting operations in China or Hong Kong, focusing instead on Taiwan and the Americas [127]. - The company employs a sales and marketing strategy targeting Taiwan government-supported solar fish farms, planning to expand through online marketing and data intelligence [135]. Financial Performance - Revenue for the three months ended June 30, 2025, was $3,971,716, a decrease of 41.4% compared to $6,753,112 for the same period in 2024 [204]. - Revenue for the six months ended June 30, 2025, was $8,505,844, down 27.5% from $11,652,992 for the comparable period in 2024 [205]. - Gross profit for the three months ended June 30, 2025, was $32,454, a decline of 29.0% compared to $45,787 for the same period in 2024 [207]. - Gross profit for the six months ended June 30, 2025, was $83,404, down 35.7% from $129,748 for the comparable period in 2024 [208]. - Net loss attributable to the Company for the three months ended June 30, 2025, was $491,708, compared to a net income of $84,423 for the same period in 2024 [215]. - Net loss attributable to the Company for the six months ended June 30, 2025, was $739,725, an increase from a net loss of $204,153 for the comparable period in 2024 [216]. - General and administrative expenses for the three months ended June 30, 2025, were $236,322, a decrease of 33.3% compared to $354,442 for the same period in 2024 [209]. - General and administrative expenses for the six months ended June 30, 2025, were $570,693, down 29.1% from $805,906 for the comparable period in 2024 [210]. - Income tax expense for the six months ended June 30, 2025, was $140,561, an increase from $122,380 for the same period in 2024 [214]. Cash Flow and Financing - Cash and cash equivalents as of June 30, 2025, were $150,130, a decrease from $586,423 in 2024 [165]. - As of June 30, 2025, the Company had a cash balance of $150,130 and an accumulated deficit of $21,978,606 [217]. - The company expects to raise approximately $40 million through equity issuance, a leveraged buyout transaction, and debt financing to support capital-intensive strategic initiatives [220]. - Anticipated cash outflow includes approximately $5.9 million for operating activities, with $5.0 million allocated to operating costs related to the fish business, $0.7 million for general and administrative expenses, and $0.2 million for marketing efforts [221]. - The company plans to allocate approximately $30 million toward capital expenditures for business combinations and acquisitions, critical to growth objectives [221]. - Net cash used in operating activities was $320,289 for the six months ended June 30, 2025, reflecting a net loss of $760,262 [223]. - Net cash used in investing activities was $135,942 for the six months ended June 30, 2025, primarily due to the acquisition of an associate [224]. - Net cash provided by financing activities amounted to $236,366 for the six months ended June 30, 2025, resulting from the exercise of warrants [225]. - The company recorded a decrease in cash of $334,031 for the six months ended June 30, 2025, compared to a decrease of $643,157 for the same period in 2024 [222]. - Management believes that anticipated financing arrangements will provide sufficient liquidity to meet obligations and fund ongoing strategic initiatives over the next twelve months [222]. - The company may need to raise additional capital in the future, but there is no assurance that it will be able to do so on acceptable terms [220]. Accounting and Financial Reporting - Accounts receivable are stated at the original amount less an allowance for doubtful accounts, which is assessed based on various factors including customer credit-worthiness and historical trends [166]. - The company recognizes an impairment loss for financial instruments, with adjustments made to their carrying amounts through a loss allowance account [158]. - Financial assets at amortized cost are measured using the effective interest method, with any impairment loss recognized in profit or loss [156]. - The company applies ASC Topic 820 for fair value measurements, which defines fair value as the exit price in an orderly transaction between market participants [161]. - Inventories are stated at the lower of cost or net realizable value, determined using the weighted average method [169]. - Goodwill is tested for impairment annually, with any impairment charge recognized when the estimated fair value of a reporting unit is less than its carrying amount [178]. - The company recognizes deferred tax liabilities and assets for the tax consequences of differences between tax bases and recognized values of assets and liabilities in a business combination [176]. - Share-based compensation is measured based on the grant date fair value, using the Black-Scholes pricing model to estimate the value of phantom awards [182][184]. - The company has early adopted ASU 2014-09 for revenue recognition, reflecting the transfer of promised goods or services to customers [189].