EX-99.1 2 davis_ex9901.htm UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Exhibit 99.1

 

DAVIS COMMODITIES LIMITED

 

INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

TABLE OF CONTENTS

 

CONTENTS PAGE(S)
   
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2023 AND JUNE 30, 2024 F-2
   
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2023 AND 2024 F-3
   
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2023 AND 2024 F-4
   
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2023 AND 2024 F-5
   
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS F-6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 F-1 

 

 

DAVIS COMMODITIES LIMITED AND ITS SUBSIDIARIES

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
(Amount in thousands, except for share and per share data, or otherwise noted)

 

 

   As of Dec 31,  As of Jun 30,
   2023  2024
    US$’000     US$’000  
Assets          
Current assets:          
Cash and cash equivalents   1,330    1,363 
Accounts receivable, net   15,267    14,095 
Prepaid expenses and other current assets, net   6,131    6,346 
Inventory   537    152 
Total current assets   23,265    21,956 
Property, plant and equipment   633    608 
Right-of-use asset   73    55 
Loan to a related party   5,907    6,089 
Total non-current assets   6,613    6,752 
TOTAL ASSETS   29,878    28,708 
           
Liabilities          
Current liabilities:          
Bank loans – current   207    213 
Lease payable – current   36    37 
Finance lease – current   29    29 
Accounts payable   14,323    13,200 
Accruals and other current liabilities   3,850    3,033 
Income taxes payable   713    285 
Total current liabilities   19,158    16,797 
Bank loans – non-current   323    213 
Lease payable – non-current   38    19 
Finance lease – non-current   101    87 
Total non-current liabilities   462    319 
TOTAL LIABILITIES   19,620    17,116 
           
Commitments and contingencies   –    – 
           
Shareholders’ equity          
Ordinary shares US$0.000000430108 par value per share; 232,500,000,000 authorized as of December 31, 2023 and June 30, 2024; 24,500,625 shares issued and outstanding**   *    * 
Additional paid-in capital   3,151    3,151 
Merger reserve   1,113    1,113 
Retained earnings   5,981    7,315 
Accumulated other comprehensive income   13    13 
Total shareholders’ equity   10,258    11,592 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY   29,878    28,708 

 

* Denotes amount less than US$1,000.

** Retrospectively restated for the effect of a 2,325-for-1 share subdivision (see Note 12).

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

 

 F-2 

 

 

DAVIS COMMODITIES LIMITED AND ITS SUBSIDIARIES

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME
(Amount in thousands, except for share and per share data, or otherwise noted)

 

  

For the six-month period ended

June 30,

   2023  2024
    US$’000     US$’000  
Revenues   97,764    66,876 
Cost of revenues   (93,525)   (63,959)
Gross profit   4,239    2,917 
Operating expenses:          
Selling and marketing expenses   (720)   (439)
General and administrative expenses   (1,324)   (1,346)
Total operating expenses   (2,044)   (1,785)
Income from operations   2,195    1,132 
           
Other income/(expense):          
Other income   155    583 
Interest expense   (18)   (90)
Total other income   137    493 
Income before tax expense   2,332    1,625 
Income tax expense   (381)   (291)
Net income   1,951    1,334 
Other comprehensive income          
Foreign currency translation loss, net of taxes   7    * 
Total comprehensive income   1,958    1,334 
Net income per share attributable to ordinary shareholders          
Basic and diluted  $0.08   $0.05 
Weighted average number of ordinary shares used in computing net income per share          
Basic and diluted**   23,250,000    24,500,625 

 

* Denotes amount less than US$1,000.

** Retrospectively restated for the effect of a 2,325-for-1 share subdivision (see Note 12).

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

 

 F-3 

 

 

DAVIS COMMODITIES LIMITED AND ITS SUBSIDIARIES

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF

CHANGES IN SHAREHOLDERS’ EQUITY
(Amount in thousands, except for share and per share data, or otherwise noted)

 

    Ordinary shares                                
    No. of Shares**     Amount     Additional Paid-In Capital     Accumulated Other Comprehensive Income     Merger Reserve     Retained Earnings     Total
Stockholders’ Equity		  
          US$’000     US$’000     US$’000     US$’000     US$’000     US$’000  
                                           
Balance as of January 1, 2023     23,250,000       *       –       5       1,113       4,895       6,013  
Net income     –       –       –       –       –       1,951       1,951  
Foreign currency translation adjustment     –       –       –       7       -        –       7  
Balance as of June 30, 2023     23,250,000       *       -       12       1,113       6,846       7,971  
                                                         
Balance as of January 1, 2024     24,500,625       *       3,151       13       1,113       5,981       10,258  
Net income     –       –       –       –       –       1,334       1,334  
Foreign currency translation adjustment     –       –       –       *       –       –       *  
                                                         
Balance as of June 30, 2024     24,500,625       *       3,151       13       1,113       7,315       11,592  

 

* Denotes amount less than US$1,000

** Retrospectively restated for the effect of a 2,325-for-1 share subdivision (see Note 12).

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 F-4 

 

 

DAVIS COMMODITIES LIMITED AND ITS SUBSIDIARIES

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amount in thousands, except for share and per share data, or otherwise noted)

 

  

For the six-month period ended

June 30,

   2023  2024
    US$’000     US$’000  
Net income   1,951    1,334 
Adjustments:          
Depreciation and amortization   30    48 
Unrealized loss/(gain) on derivative contract at fair value   3    (59)
Reversal of impairment loss   –    (314)
Interest expense   15    86 
Interest expense on finance lease    *    2 
Interest expense on lease liability   –    2 
Interest income   (43)   (181)
    1,956    918 
Changes in operating assets:          
Decrease in inventories   1,698    385 
(Increase)/decrease of accounts and other receivables   (15,987)   1,330 
(Increase) in deferred offering costs   (209)   – 
Increase/(decrease) in accounts and other payables, and accruals   12,816    (1,979)
(Decrease) in income tax payable   (224)   (428)
Increase in operating lease liabilities   1    – 
Cash provided by operating activities   51    226 
           
Interest received   43    – 
Purchase of property, plant and equipment   (299)   (5)
Cash used in investing activities   (256)   (5)
           
Amount due to related parties   114    – 
Proceeds from finance lease   144    – 
Repayment of bank borrowings   (67)   (104)
Interest paid   (15)   (48)
Principal payment of finance lease   (2)   (14)
Principal payment of lease liabilities   –    (18)
Payment of interest on finance lease   *    (2)
Payment of interest on lease liabilities   –    (2)
Cash provided by/(used in) financing activities   174    (188)
           
Net change in cash and cash equivalents   (31)   33 
Cash and cash equivalents as of beginning of the period   2,540    1,330 
Cash and cash equivalents as of the end of the period   2,509    1,363 
           
Supplementary Cash Flows Information          
Cash paid for taxes   (601)   (719)
Operating lease asset obtained in exchange for operating lease obligations   150    – 

 

* Denotes amount less than US$1,000

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

 

 F-5 

 

 

DAVIS COMMODITIES LIMITED AND ITS SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1. ORGANIZATION AND PRINCIPAL ACTIVITIES

 

Davis Commodities Limited was incorporated on September 20, 2022 in the Cayman Islands, as an investment holding company. Davis Commodities Limited conducts its primary operations through its wholly owned subsidiaries that are incorporated and domiciled in Singapore, namely: 1) Maxwill Pte. Ltd.; 2) Maxwill (Asia) Pte. Ltd.; 3) LP Grace Pte. Ltd; 4) Maxwill Foodlink Pte. Ltd.; and 5) Davis Commodities Pte. Ltd. (collectively, the “Company”). The subsidiaries specialize in the trading of three main categories of agricultural commodities: sugar, rice and oil and fat products. The Company distributes agricultural commodities to various markets, including providing warehouse storage and logistic services.

 

Reorganization

 

A summary of the formation of the group structure is as follows:

 

Maxwill Pte. Ltd.

 

On July 1, 2022, Li Peng Leck’s (“LPL”) spouse transferred two (2) shares, the then entire issued share capital of Maxwill Pte. Ltd., to LPL, as part of a family restructuring exercise. On the same day, it was resolved and approved that 98 new shares in the capital of Maxwill Pte. Ltd. would be issued to LPL and members of her immediate family as part of a family restructuring exercise.

 

On August 22, 2022, LPL and members of her immediate family transferred all 100 shares, the entire issued and share capital of Maxwill Pte. Ltd., to Davis & KT Holdings Pte. Ltd., as part of a family restructuring exercise. The beneficial interests of all the family members remain the same as they hold the same proportion of shares in Davis & KT Holdings Pte. Ltd.

 

Maxwill (Asia) Pte. Ltd.

 

On August 22, 2022, LPL and members of her immediate family transferred all their 1,483,000 shares, the entire issued and share capital of Maxwill (Asia) Pte. Ltd., to Maxwill Pte. Ltd., as part of a family restructuring exercise. The beneficial interests of all the family members remain the same as they hold the same proportion of shares in Davis & KT Holdings Pte. Ltd.

 

LP Grace Pte. Ltd.

 

On July 1, 2022, LPL’s mother transferred two (2) shares, the then entire issued share capital of LP Grace Pte. Ltd. to LPL, as part of a family restructuring exercise. We further note that there is a trust deed entered into between LPL and her mother in relation to the two (2) shares, the then entire issued share capital of LP Grace Pte. Ltd., that sets out that the shares are held by LPL’s mother on trust for LPL.

 

On the same day, it was resolved and approved that 98 new shares in the capital of LP Grace Pte. Ltd. would be issued to LPL and members of her immediate family as part of a family restructuring exercise.

 

On August 23, 2022, LPL and members of her immediate family transferred all 100 shares, the entire issued and share capital of LP Grace Pte. Ltd., to Maxwill Pte. Ltd., as part of a family restructuring exercise. The beneficial interests of all the family members remain the same as they hold the same proportion of shares in Davis & KT Holdings Pte. Ltd.

 

Maxwill Foodlink Pte. Ltd.

 

On August 23, 2022, LPL and members of her immediate family transferred all 60,002 shares, the entire issued and share capital of Maxwill Foodlink Pte. Ltd., to Maxwill Pte. Ltd., as part of a family restructuring exercise. The beneficial interests of all the family members remain the same as they hold the same proportion of shares in Davis & KT Holdings Pte. Ltd.

 

Davis Commodities Limited – Share Swap Agreement

 

Davis Commodities Limited was incorporated in the Cayman Islands as an exempted company with limited liability on September 20, 2022, with an initial issued share capital of 3,524 shares of par value US$0.001 each.

 

 

 

 F-6 

 

 

On September 20, 2022, Davis Commodities Limited entered into a share swap agreement with Davis & KT Holdings Pte. Ltd. (the “Share Swap Agreement”). Pursuant to the Share Swap Agreement, Davis & KT Holdings Pte. Ltd. transferred 100 shares, the total issued and paid up capital of Maxwill Pte. Ltd., to Davis Commodities Limited, while Davis Commodities Limited issued and allotted 6,476 shares of par value US$0.001 each to Davis & KT Holdings Pte. Ltd. (the “Share Swap”). Following the acquisition, Maxwill Pte. Ltd., together with all its subsidiaries, become wholly owned subsidiaries of Davis Commodities Limited. Davis Commodities Limited had an issued and paid up capital of 10,000 shares of par value US$0.001 each.

 

On June 22, 2023, the shareholders of the Company approved, among others, a subdivision of each issued and unissued ordinary share of par value of US$0.001 each into 2,325 ordinary shares, par value US$0.000000430108 per share.

 

The Share Swap is considered as a merger of entities under common control. Under the guidance in ASC 805, for transactions between entities under common control, the assets, liabilities and results of operations, are recognized at their carrying amounts on the date of the Share Swap, which requires retrospective combination of the Company, Maxwill Pte. Ltd., Maxwill (Asia) Pte. Ltd., LP Grace Pte. Ltd. and Maxwill Foodlink Pte. Ltd. for all periods presented. The consolidated financial statements have been prepared as if the existing corporate structure had been in existence throughout all periods. This includes a retrospective presentation for all equity related disclosures, including issued shares and earnings per share, which have been revised to reflect the effects of the reorganization, as of June 30, 2024 and 2023.

 

After the reorganization, the Company wholly owns Maxwill Pte. Ltd., which is domiciled in Singapore; Maxwill Pte. Ltd. wholly owns Maxwill (Asia) Pte. Ltd., LP Grace Pte. Ltd. and Maxwill Foodlink Pte. Ltd., which are all incorporated and domiciled in Singapore. The Company is headquartered in Singapore and conducts its operations domestically.

 

Incorporation of Davis Commodities Pte. Ltd.

 

On September 15, 2023, Davis Commodities Pte. Ltd. was incorporated and domiciled in Singapore as a private company limited by shares and a wholly owned subsidiary of Maxwill Pte. Ltd.

 

Details of the subsidiaries of the Company are set out below:

                     
Percentage of effective ownership
Name   Date of
Incorporation		   December 31, 2023   June 30, 2024   Place of
incorporation		   Principal
Activities
Maxwill Pte. Ltd.   November 1, 2004   100%   100%   Singapore   Holding company.
                     
Maxwill (Asia) Pte. Ltd.   September 11, 1999   100%   100%   Singapore   Trading of three main categories of agricultural commodities: sugar, rice and oil and fat products, and providing warehouse storage and logistic services.
                     
LP Grace Pte. Ltd.   January 11, 2008   100%   100%   Singapore   Trading of three main categories of agricultural commodities: sugar, rice and oil and fat products, and providing warehouse storage and logistic services.
                     
Maxwill Foodlink Pte. Ltd.   January 15, 2004   100%   100%   Singapore   Trading of three main categories of agricultural commodities: sugar, rice and oil and fat products and providing warehouse storage and logistic services.
                     
Davis Commodities Pte. Ltd.   September 15, 2023   100%   100%   Singapore   Trading of three main categories of agricultural commodities: sugar, rice and oil and fat products and providing warehouse storage and logistic services.

 

 

 

 F-7 

 

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(a)    Basis of presentation

 

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”).

 

(b)    Consolidation

 

The unaudited interim condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All inter-company transactions, if any, and balances due to, due from, long-term investment subsidiary, and registered paid in capital have been eliminated upon consolidation.

 

On consolidation the entities should be combined for all periods that the relationship of common control started and the transaction would be treated as a capital transaction with any gain or loss on acquisition adjusted through equity. The consolidated entity would not recognize any goodwill and/or gain/losses from the acquisition and results of operations would be presented for all periods under common control.

 

The unaudited interim condensed consolidated financial statements of the Company were prepared by applying the pooling of interest method. Under this method, the Company has been treated as the holding company of the subsidiaries for the financial periods presented. Accordingly, the results of the Company include the results of the subsidiaries for six-month periods ended June 30, 2023 and 2024. Such manner of presentation reflects the economic substance of the companies, which were under common control throughout the relevant periods, as a single economic enterprise, although the legal parent-subsidiary relationships may not have been established.

 

(c)    Use of estimates

 

The preparation of unaudited interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to allowance for uncollectible accounts receivable, inventory valuation, useful lives and impairment for property, plant and equipment, valuation allowance for deferred tax assets, fair value of financial instruments, warranty liabilities, and contingencies. Actual results could vary from the estimates and assumptions that were used.

 

(d)    Risks and uncertainties

 

The main operations of the Company are located in Singapore. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by political, economic, and legal environments in Singapore, as well as by the general state of the economy in Singapore. The Company’s results may be adversely affected by changes in the political, regulatory and social conditions in Singapore. Although the Company has not experienced losses from these situations and believes that it is in compliance with existing laws and regulations including its organization and structure disclosed in Note 1, such experience may not be indicative of future results.

 

The Company’s business, financial condition and results of operations may also be negatively impacted by risks related to natural disasters, extreme weather conditions, health epidemics and other catastrophic incidents, which could significantly disrupt the Company’s operations.

 

 

 

 F-8 

 

 

(e)    Foreign currency translation and transaction and Convenience translation

 

The accompanying unaudited interim condensed consolidated financial statements are presented in U.S. dollar (“US$”), which is the reporting currency of the Company. The functional currency of the Company and its subsidiaries, Maxwill (Asia) Pte. Ltd., LP Grace Pte. Ltd., Maxwill Pte. Ltd., and Davis Commodities Pte. Ltd. are the U.S. dollar. Maxwill Foodlink Pte. Ltd. uses the Singapore dollar as its functional currency.

 

Assets and liabilities denominated in currencies other than the reporting currency are translated into the reporting currency at the rates of exchange prevailing at the balance sheet date. Translation gains and losses are recognized in the unaudited interim condensed consolidated statements of operations and comprehensive loss as other comprehensive income or loss. Transactions in currencies other than the reporting currency are measured and recorded in the reporting currency at the exchange rate prevailing on the transaction date. The cumulative gain or loss from foreign currency transactions is reflected in the unaudited interim condensed consolidated statements of income and comprehensive income as other income (other expenses).

 

The value of foreign currency including, the Singapore dollar (“S$”), may fluctuate against the US$. Any significant variations of the aforementioned currency relative to the Singapore dollar may materially affect the Company’s financial condition in terms of reporting in US$. The following table outlines the currency exchange rates that were used in preparing the accompanying unaudited interim condensed consolidated financial statements:

 

   June 30,  December 31,
   2023  2024  2023
US$ to S$ Period End   1.3500    1.3516    1.3465 
US$ to S$ Average Rate   1.3447    1.3455    1.3578 

 

(f)    Fair Value Measurement

 

Accounting guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability.

 

Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Accounting guidance establishes three levels of inputs that may be used to measure fair value:

 

  · Level 1 applies to assets or liabilities for which there are quoted prices, in active markets for identical assets or liabilities.
     
  · Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical asset or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
     
  · Level 3 applies to asset or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

 

 

 F-9 

 

 

Cash and cash equivalents, accounts receivable, other current assets, amount due from directors, financial instruments, bank loans, leases payable, accounts payables, amount due to related parties, accruals and other current liabilities are financial assets and liabilities. Cash and cash equivalents, accounts receivable, other currents, amount due from directors, accounts payables, amount due to related parties, accruals and other current liabilities are subject to fair value measurement; however, because of their being short term in nature, management believes their carrying values approximate their fair value. Financial instruments are fair value financial assets that are marked to fair value and are accounted for as under Level 3 under the above hierarchy except for derivative instruments that are marked to fair value and are accounted for as under Level 2. The Company accounts for bank loans and lease payables at amortized cost and has elected not to account for them under the fair value hierarchy.

 

(g)     Related parties

 

We adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

 

(h)     Cash and cash equivalents

 

Cash and cash equivalents consist of cash on hand, the Company’s demand deposit placed with financial institutions, which have original maturities of less than three months and unrestricted as to withdrawal and use.

 

Periodically, the Company may carry cash balances at financial institutions more than the respective subsidiaries’ government insured limits in Singapore of S$75,000 per institution. The amount in excess of government insurance as of June 30, 2024 and December 31, 2023, was approximately S$1,454,979 and S$1,297,238, respectively. The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant.

 

(i)     Accounts Receivable, net

 

Accounts receivable, net are stated at the original amount less an allowance for impairment loss on such receivables. The allowance for impairment loss is estimated based upon the Company’s assessment of various factors including historical experience, the age of the accounts receivable balances, current general economic conditions, future expectations and customer specific quantitative and qualitative factors that may affect the customers’ ability to pay. An allowance is also made when there is objective evidence for the Company to reasonably estimate the amount of probable loss.

 

(j)    Inventories

 

Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the first-in, first-out principle, and includes expenditure incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their existing location and condition.

 

  

(k)    Property, plant and equipment, net

 

Property, plant and equipment are stated at cost less accumulated depreciation and impairment, if any, and depreciated on a straight-line basis over the estimated useful lives of the assets. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its intended use. Estimated useful lives are as follows:

 

Category   Estimated useful lives
Investment property   40 years
Right-of-use asset   3 years

Furniture and fittings, office equipment, renovation and computer and software

  

3 years

Motor vehicle   10 years

 

 

 

 F-10 

 

 

Expenditures for repair and maintenance costs, which do not materially extend the useful lives of the assets, are charged to expenses as incurred, whereas the expenditures for major renewals and betterments that substantially extend the useful lives of property and equipment are capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by removing the costs, accumulated depreciation and impairment with any resulting gain or loss recognized in the consolidated statements of income.

 

(l)     Impairment of long-lived assets

 

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Company measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Company would recognize an impairment loss, which is the excess of the carrying amount over the fair value of the assets, using the expected future discounted cash flows. No impairment of long-lived assets was recognized as of June 30, 2024 and December 31, 2023.

 

(m)     Commitments and contingencies

 

In the normal course of business, the Company is subject to commitments and contingencies, including operating lease commitments, legal proceedings and claims arising out of its business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss will occur, and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments on liability for contingencies, including historical and the specific facts and circumstances of each matter.

 

(n)    Revenue recognition

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Topic 606, “Revenue from Contracts with Customers”. This topic clarifies the principles for recognizing revenue and develops a common revenue standard for U.S. GAAP. Simultaneously, this topic supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification. The core principle of the guidance requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

 

The Company currently generates its revenue from the following main sources:

 

Revenue from goods sold and services provided

 

Revenue from sales of goods and services in the ordinary course of business is recognized when the Company satisfies a performance obligation (“PO’’) by transferring control of a promised good or service to the customer. The amount of revenue recognized is the amount of the transaction price allocated to the satisfied PO.

 

 The transaction price is allocated to each PO in the contract on the basis of the relative stand-alone selling prices of the promised goods or services. The individual stand-alone selling price of a good or service that has not previously been sold on a stand-alone basis, or has a highly variable selling price, is determined based on the residual portion of the transaction price after allocating the transaction price to goods and/or services with observable stand-alone selling price. A discount or variable consideration is allocated to one or more, but not all, of the performance obligations if it relates specifically to those performance obligations.

 

Transaction price is the amount of consideration in the contract to which the Company expects to be entitled in exchange for transferring the promised goods or services. The transaction price may be fixed or variable and is adjusted for the time value of money if the contract includes a significant financing component. Consideration payable to a customer is deducted from the transaction price if the Company does not receive a separate identifiable benefit from the customer. When consideration is variable, if applicable, the estimated amount is included in the transaction price to the extent that it is highly probable that a significant reversal of the cumulative revenue will not occur when the uncertainty associated with the variable consideration is resolved.

 

 

 

 F-11 

 

 

Revenue may be recognized at a point in time or over time following the timing of satisfaction of the PO. If a PO is satisfied over time, revenue is recognized based on the percentage of completion, reflecting the progress towards complete satisfaction of that PO. Typically, POs for products and services where the process is as described below, the PO is satisfied at a point in time.

 

For the sale of sugar, rice and fat and oil products, the Company typically receives purchase orders from its customers which will set forth the terms and conditions, including the transaction price, products to be delivered, terms of delivery, and terms of payment. The terms serve as the basis of the performance obligations that the Company must fulfill in order to recognize revenue. The key performance obligation is the delivery of the finished product to the customer at their location, at which point title to that asset passes to the customer. The completion of this earning process is evidenced by a transport document such as a bill of lading or delivery order. The Company recognizes gross product revenue at a time when the control of products or services are transferred to customers. Typical payment terms set forth in the purchase order ranges from 30 to 90 days from the date of delivery. The amount of revenue recognized from contract liabilities to the Company’s result of operations can be found in Note 13 below.

 

To distinguish a promise to provide products from a promise to facilitate the sale from a third party, the Company considers the guidance of control in ASC 606-10-55-37A and the indicators in 606-10-55-39. The Company considers this guidance in conjunction with the terms in the Company’s arrangements with both suppliers and customers.

 

In general, the Company controls the products, as it has the obligation to (i) fulfill the products’ delivery and (ii) bears any inventory risk as its legal owner. In addition, when establishing the selling prices for delivery of the products, the Company has control to set its selling price to ensure it would generate profit for the products delivered. The Company believes that all these factors indicate that the Company is acting as a principal in this transaction. As a result, revenue from the sales of products is presented on a gross basis.

 

Shipping, storage and handling and insurance costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of revenue. 

 

Revenue from rental of investment property

 

In accordance with ASC 842 Lease Topics, the Company accounts for the rental of investment property as direct finance leases where, lease income from the perspective of lessor is recognized on the Company’s statement of income on a straight-line basis over the term of the lease once management has determined that the lease payments are reasonably expected to be collected. The performance obligation under these leasing arrangements is to lease the investment property to the lessee, and to ensure that the investment property is available for use over the life of the lease contract. Rental income from investment property included in Other Income amounted to US$13,388 and US$13,379 for the six-month periods ended June 30, 2023 and 2024, respectively.

 

(o)    Cost of revenue

 

Cost of revenue mainly consists of raw material costs, labor costs, sub-contracting costs, production overhead, shipping, storage and handling and insurance costs.

 

(p)    Selling and marketing expenses

 

Selling expenses mainly consists of promotion and marketing expenses and transportation expenses. The Company does not carry any capitalized contract acquisition costs that would be amortized to its results of operations over time, and potential expenses related to customer and contract acquisitions costs if any are accounted for as periodic costs.

 

 

 

 F-12 

 

 

(q)    General and administrative expenses

 

General and administrative expenses mainly consist of staff cost, depreciation, office supplies and upkeep expenses, travelling and entertainment, legal and professional fees, property and related expenses, other miscellaneous administrative expenses.

 

(r)     Operating leases

 

The Company adopted ASC 842 on January 1, 2019. The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liability, and operating lease liability, non-current, in the Company’s consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option, if any. As the Company’s leases do not provide an implicit rate, the Company used an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company has elected to adopt the following lease policies in conjunction with the adoption of ASU 2016-02: (i) for leases that have lease terms of 12 months or less and does not include a purchase option that is reasonably certain to exercise, the Company elected not to apply ASC 842 recognition requirements; and (ii) the Company elected to apply the package of practical expedients for existing arrangements entered into prior to January 1, 2019 to not reassess (a) whether an arrangement is or contains a lease, (b) the lease classification applied to existing leases, and (c) initial direct costs.

 

(s)     Income taxes

 

The Company accounts for income taxes under ASC 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

 

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

 

The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This interpretation also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures.

 

The Company did not accrue any liability, interest or penalties related to uncertain tax positions in its provision for income taxes line of its consolidated statements of income for the six-month periods ending June 30, 2024 and 2023, respectively. The Company does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months.

  

(t)    Earnings per share

 

Basic earnings per share is computed by dividing net earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised or converted into ordinary shares.

 

 

 

 F-13 

 

 

(u)     Recent accounting pronouncements

 

Recent Adopted Standards

 

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU requires acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. This guidance is effective for public entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted ASU No. 2021-08 since January 1, 2023, and the impact of adopting this guidance on the Company’s consolidated financial statements was minimal.

 

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses”, which will require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Subsequently, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, to clarify that receivables arising from operating leases are within the scope of lease accounting standards. Further, the FASB issued ASU No. 2019-04, ASU 2019-05, ASU 2019-10, ASU 2019-11 and ASU 2020-02 to provide additional guidance on the credit losses standard, which defers the effective date of ASU No. 2016-13 for smaller reporting companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The impact of the adoption on the consolidated balance sheets, statements of operations, and statements of cash flows was immaterial.

 

Recent Accounting Pronouncements

 

On October 28, 2021, the FASB issued ASU 2021-08, which amends ASC 805 to require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. According to current US GAAP, when a company (the acquirer) takes over another company, it typically records the acquired assets and liabilities at the fair market value as of the date acquisition is completed. According to the FASB, this ASU is intended to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the following: (1) recognition of an acquired contract liability, and (2) payment terms and their effect on subsequent revenue recognized by the acquirer. The ASU’s amendments are effective in fiscal years beginning after December 15, 2022, including interim periods within those fiscal years for public business entities, and are effective in fiscal years beginning after December 15, 2023, including interim periods within those fiscal years for all other entities. The Company has adopted this guidance and the application has had no material impact on the financial position, results of operations and cash flows.

 

In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”, which clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. This guidance also requires certain disclosures for equity securities subject to contractual sale restrictions. The new guidance is required to be applied prospectively with any adjustments from the adoption of the amendments recognized in earnings and disclosed on the date of adoption. This guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company has adopted this guidance and does not anticipate it will have a material impact on the financial position, results of operations and cash flows.

 

In November 2023, the FASB issued ASU 2023-07. The amendments improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The purpose of the amendments is to enable investors to better understand an entity’s overall performance and assess potential future cash flows. The ASU applies to all public entities that are required to report segment information in accordance with ASC 280. The Company does not expect that the adoption of this guidance will have a material impact on the financial position, results of operations and cash flows.

 

 

 

 F-14 

 

 

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires specific disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. This ASU will result in the required additional disclosures being included in the consolidated financial statements, once adopted. The Company is in the process of evaluating the impact of the new guidance and does not expect it to have a significant impact on its consolidated financial statements.

 

Other accounting standards that have been issued or proposed by the FASB that do not require adoption until a future date are not expected to have a material impact on the unaudited interim consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures.

 

3. ACCOUNTS RECEIVABLE, NET

 

Accounts receivable, net, consists of the following:

 

   December 31,  June 30,
   2023  2024
    US$’000     US$’000  
Accounts receivable   15,769    14,281 
Bad debts written off   (2)   – 
Allowance for doubtful accounts   (500)   (186)
Accounts receivable, net   15,267    14,095 

 

The movements in the allowance for doubtful accounts for the year ended December 31, 2023 and the six-month period ended June 30, 2024 were as follows:

 

   December 31,  June 30,
   2023  2024
      US$’000       US$’000  
Balance at beginning of the year/period   –    500 
Addition   500    – 
Reversal   –    (314)
Balance at end of the year/period   500    186 

 

As of the end of each of the financial year/period, the aging analysis of accounts receivable, net of allowance for doubtful accounts, based on the invoice date is as follows:

 

   December 31,  June 30,
   2023  2024
    US$’000     US$’000  
Within 30 days   5,933    1,912 
Between 31 and 60 days   3,543    4,579 
Between 61 and 90 days   2,049    1,337 
More than 90 days   3,742    6,267 
    15,267    14,095 

 

 

 

 F-15 

 

 

4. PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET

 

   December 31,  June 30,
   2023  2024
    US$’000     US$’000  
Deposits   11    11 
GST receivable   41    35 
Margin deposits *   25    73 
Other receivables – Third parties   32    38 
Other receivables – Related party   30    30 
Unrealized gain on commodity future contract   –    59 
Prepayment to suppliers – Third parties **   5,992    6,100 
    6,131    6,346 

 

* Margin deposits relate to deposits placed with Phillip Nova Pte. Ltd. for derivative instruments entered into for the purpose of managing the Company’s commodity price risk (Note 15).

 

** The amount represents payments made to third parties for forthcoming goods and services to be derived at the end of the contract term.

 

5. INVENTORY

 

   December 31,  June 30,
   2023  2024
    US$’000     US$’000  
Finished goods   553    152 
Impairment loss for damaged finished goods   (16)   – 
    537    152 

 

6. PROPERTY, PLANT AND EQUIPMENT

 

Property, plant and equipment, net, consists of the following:

 

   December 31,  June 30,
   2023  2024
    US$’000     US$’000  
Investment property   442    442 
Computer software   225    229 
Renovation   87    87 
Office equipment   15    16 
Furniture and fittings   34    34 
Motor vehicle   239    239 
Subtotal   1,042    1,047 
Less: Accumulated depreciation   (409)   (439)
Property, plant and equipment, net   633    608 

 

Depreciation expense was approximately US$30,075 and US$30,227 for the six-month periods ended June 30, 2023 and 2024, respectively.

 

 

 

 F-16 

 

 

7. NON-CURRENT ASSETS – LOAN TO A RELATED PARTY

 

   December 31,  June 30,
   2023  2024
    US$’000     US$’000  
Loan to a related party   5,907    6,089 

 

Maxwill (Asia) Pte. Ltd. (the “Lender”) granted a convertible loan to Carfax Commodities (Asia) Pte. Ltd. (the “Borrower”) pursuant to a convertible loan agreement dated on November 30, 2020 (the “2020 Convertible Loan Agreement”), pursuant to which the loan amount (capped at US$4,500,000) was granted by the Lender to the Borrower, with compounded interest to accrue at the rate prescribed by the Inland Revenue Authority of Singapore. The parties agreed to terminate the 2020 Convertible Loan Agreement with effect from November 30, 2023 and entered into a renewed loan agreement on November 30, 2023 (the “2023 Convertible Loan Agreement”) (Note 4). Pursuant to the terms of the 2023 Convertible Loan Agreement, a facility was granted by the Lender to the Borrower in the amount of up to US$6,000,000 (comprising (a) US$3,937,569, being the amount outstanding under the 2020 Convertible Loan Agreement as at November 30, 2023, and (b) US$2,062,431, being the additional loan amount), with interest to accrue on the principal amount outstanding at a rate of 6.5% per annum (the “2023 Loan”). The 2023 Loan expires on the earlier of (i) November 30, 2026 (or such other date that the Borrower and the Lender may otherwise agree in writing); and (ii) the date on which all (and not part) of the amount outstanding under the 2023 Convertible Loan Agreement is converted into ordinary shares of the Borrower. The 2023 Loan is convertible at the option of the Lender with written notice to the Borrower. As of June 30, 2024, the outstanding principal and interest due on the 2023 Loan was US$6,088,582. The loan has been reclassified from a current asset to a non-current asset in 2023, reflecting its renewal for an additional three years.

 

8. LEASES

 

Operating lease

 

As of June 30, 2024, the Company had one operating lease for its office. The Company’s lease agreement does not contain any material residual value guarantees or material restrictive covenants. As of June 30, 2024, the weighted average remaining lease term was 2 years and the weighted average discount rate was 5.25%.

 

The following table presents the operating lease-related assets and liabilities recorded on the Company’s consolidated balance sheet.

 

   December 31,  June 30,
   2023  2024
    US$’000     US$’000  
Right-of-use asset   259    259 
Accumulated depreciation   (186)   (204)
Right-of-use asset, net   73    55 

 

 

   December 31,  June 30,
   2023  2024
    US$’000     US$’000  
Operating lease liabilities          
Current portion   36    37 
Non-current portion   38    19 
Total operating lease liabilities   74    56 

 

 

 

 F-17 

 

 

The following table summarizes the maturity of operating lease liabilities as of June 30, 2024:

    
   2024
Future Payment   US$’000 
2024   19 
2025   39 
Total   58 
Imputed interest   (2)
Present value of lease liabilities   56 

 

Finance lease

 

On July 17, 2023, the Company acquired a vehicle through a finance lease agreement. The agreement entails 60 monthly installments, with an interest rate of 5.75% per annum, based on a principal amount of US$144,356.

 

The following table presents the finance lease-related assets and liabilities recorded on the Company’s consolidated balance sheets.

 

   December 31,  June 30,
   2023  2024
    US$’000     US$’000  
Motor vehicle   239    239 
Accumulated depreciation   (24)   (36)
Motor vehicle, net   215    203 

 

   December 31,  June 30,
   2023  2024
    US$’000     US$’000  
Finance lease liabilities          
Current portion   29    29 
Non-current portion   101    87 
Total finance lease liabilities   130    116 

 

 

 

 F-18 

 

 

The following table summarizes the maturity of finance lease liabilities as of June 30, 2024:

    
   2024
    US$’000 
2024   16 
2025   33 
2026   33 
2027   33 
2028   17 
Total   132 
Imputed interest   (16)
Present value of lease liabilities   116 

 

9. BANK LOANS

 

The bank loans as of December 31, 2023 and June 30, 2024 are set out below:

 

Bank loans  Currency  Period 

Effective

Interest rate

  Carrying amount
             US$’000 
Secured fixed rate bank loan  SGD  2026  4.5%   163 
Secured fixed rate bank loan  SGD  2027  4.5%   96 
Secured fixed rate bank loan  SGD  2026  4.5%   271 
December 31, 2023            530 
               
Secured fixed rate bank loan  SGD  2026  4.5%   137 
Secured fixed rate bank loan  SGD  2027  4.5%   80 
Secured fixed rate bank loan  SGD  2026  4.5%   209 
June 30, 2024            426 

 

 

 

Bank loans

  Carrying amount  Within 1 year  2025  2026  2027
    US$’000 
Secured fixed rate bank loan   163    52    54    57    – 
Secured fixed rate bank loan   96    30    31    32    3 
Secured fixed rate bank loan   271    125    135    11    – 
December 31, 2023   530    207    220    100    3 

 

   Carrying amount  Within 1 year  2026  2027        
Secured fixed rate bank loan   137    53    55    29         
Secured fixed rate bank loan   80    30    31    19         
Secured fixed rate bank loan   209    130    79    –         
June 30, 2024   426    213    165    48         

 

 

 

 F-19 

 

 

10. ACCRUALS AND OTHER CURRENT LIABILITIES

 

Accrued expenses and other liabilities consist of the following:

 

   December 31,  June 30,
   2023  2024
    US$’000     US$’000  
Accrued operating expenses   669    169 
Deposits   204    204 
Advances from customers   1,870    1,516 
GST payables   6    47 
Other payables – Third parties   5    1 
Other payables – Related party *   1,096    1,096 
    3,850    3,033 

 

* The amount due relates to a related party, namely the spouse of the Chairperson and executive director, and is unsecured. An agreement was signed on January 1, 2023, involving a loan of US$1,500,000 to the Company, with an interest rate of 10% per annum and no fixed term of repayment. As of June 30, 2024, the carrying amount of the loan was US$1,095,630.

 

11. DEFERRED TAX ASSETS/ LIABILITIES

 

   December 31,  June 30,
   2023  2024
    US$’000     US$’000  
Deferred tax assets   –    – 
Deferred tax liabilities   –    – 
    –    – 

 

Following are the major deferred tax assets and liabilities recognized by the Company:

 

   Provisions  Tax losses  Total
    US$’000    US$’000    US$’000 
As of January 1, 2023   1    –    1 
Reversal of tax liabilities   (1)   –    (1)
As of December 31, 2023   –    –    – 
Recognized in statements of income   –    –    – 
As of June 30, 2024   –    –    – 

 

 

 

 F-20 

 

 

12. EQUITY

 

For the sake of undertaking a public offering of the Company’s ordinary shares, the Company has performed a series of reorganizing transactions resulting in 23,250,000 ordinary shares outstanding that have been retroactively restated to the beginning of the first period presented. The Company only has one single class of ordinary shares that are accounted for as permanent equity.

 

On September 21, 2023, the Company issued 1,250,625 ordinary shares pursuant to the initial public offering.

 

13. REVENUES BY PRODUCT

   June 30,
   2023  2024
    US$’000     US$’000  
Sale of sugar   49,413    44,891 
Sale of rice   10,129    13,964 
Sale of oils and fats   38,019    8,021 
Sale of others   203    – 
    97,764    66,876 

 

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, and is identified on the basis of the internal financial reports that are provided to and regularly reviewed by the Company’s chief operating decision maker in order to allocate resources and assess performance of the segment.

 

 In accordance with ASC 280, Segment Reporting, operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. Management, including the chief operating decision maker, reviews operation results by the revenue of different services. Based on management’s assessment, the Company has determined that it has four operating segments as defined by ASC 280 as follow:

 

  1. Sale of sugar
  2. Sale of rice
  3. Sale of oil and fat products
  4. Sale of others

 

Information regarding the results of each reportable segment is included below. Performance is measured based on segment revenue and gross profit/(loss), as included in the internal management reports that are reviewed by the Company’s CODM. Both segment revenue and gross profit/(loss) are used to measure performance as management believes that such information is the most relevant in evaluating the level of activities and results of these segments.

 

 

 

 F-21 

 

 

The following table presents summary information by product type for the six-month periods ended June 30, 2023 and 2024, respectively:

 

   For the six-month period ended
June 30, 2024
  

Sale of

sugar

  Sale of rice  Sale of oil and fat products  Sale of others  Total
    US$’000    US$’000    US$’000    US$’000    US$’000 
Revenue   44,891    13,964    8,021    –    66,876 
Gross Profit   1,131    999    787    –    2,917 

 

   For the six-month period ended
June 30, 2023
  

Sale of

sugar

  Sale of rice  Sale of oil and fat products 

 

Sale of others

  Total
    US$’000    US$’000    US$’000    US$’000    US$’000 
Revenue   49,413    10,129    38,019    203    97,764 
Gross Profit   404    2,204    1,626    5    4,239 

 

The following table presents summary information by geographic region for the six-month periods ended June 30, 2023 and 2024, respectively.

 

   For the six-month period ended
June 30,
   2023  2024
    US$’000     US$’000  
Africa   49,211    40,112 
China   11,842    5,762 
Indonesia   14,056    – 
Vietnam   2,371    2,734 
Other countries   20,284    18,268 
Total   97,764    66,876 

 

In the following table, revenue is disaggregated by the timing of revenue recognition.

 

   For the six-month period ended
June 30, 2024
   Sale of sugar  Sale of rice  Sale of oil and fat products 

 

Sale of others

  Total
    US$’000    US$’000    US$’000    US$’000    US$’000 
Timing of revenue recognition:               
Point in time   44,891    13,964    8,021    –    66,876 

 

   For the six-month period ended
June 30, 2023
   Sale of sugar  Sale of rice  Sale of oil and fat products  Sale of others  Total
    US$’000    US$’000    US$’000    US$’000    US$’000 
Timing of revenue recognition:               
Point in time   49,413    10,129    38,019    203    97,764 

 

All assets and operations of the Company are located in Singapore, and accordingly, no segmental analysis of segment assets is presented.

 

 

 

 F-22 

 

 

14. INCOME TAX EXPENSES

 

Cayman Islands

 

The Company is domiciled in the Cayman Islands. This locality currently enjoys permanent income tax holidays; accordingly, the Company does not accrue for income taxes.

 

Singapore

 

The Company’s subsidiaries, Maxwill Pte. Ltd., Maxwill (Asia) Pte. Ltd., LP Grace Pte. Ltd., Maxwill Foodlink Pte. Ltd., and Davis Commodities Pte. Ltd. are considered Singapore tax resident enterprises under Singapore tax laws; accordingly, they are subject to enterprise income tax on their taxable income as determined under Singapore tax laws and accounting standards at a statutory tax rate of 17% (2023: 17%).

 

The income tax provision consists of the following components:

 

   For the six-month period ended
June 30,
   2023  2024
    US$’000     US$’000  
Income tax:          
Current year   381    291 

  

The income tax expense varied from the amount of income tax expense determined by applying the Singapore income tax rate of 17% (2023: 17%) to profit before income tax as a result of the following differences:

 

   For the six-month period ended
June 30,
   2023  2024
    US$’000     US$’000  
Income before tax expenses:   2,332    1,625 
           
Tax at the domestic income tax rate   396    276 
Tax effect of expenses that are not deductible in determining taxable profit   10    9 
Non-taxable incomes   –    (5)
Tax exemption   (17)   (27)
Capital allowances claimed   (5)   (3)
Tax losses unrecognized   –    41 
Others   (3)   – 
    381    291 

 

 

 

 F-23 

 

 

15. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

 

The Company uses derivative instruments to manage commodity price risk and does not engage in speculative activities. The Company enters into derivatives solely for the purpose of economically hedging its exposure against adverse fluctuations of commodity prices. Generally, derivative instruments are recorded at fair value in other current assets or current liabilities in the Company’s consolidated balance sheets.

 

The Company’s current assets and liabilities that were accounted for at fair value:

 

   December 31,  June 30,
   2023  2024
    US$’000     US$’000  
Current Asset          
Unrealized gain on commodity future contract   –    59 

 

The Company estimates fair values based on exchange quoted prices from broker market transactions. In such cases, these derivative contracts are classified within Level 2.

 

The Effect of Derivative Instruments on the Consolidated Statements of Income

 

The table below summarizes the net effect of derivative instruments on the consolidated statements of income for the six-month periods ended June 30, 2023 and 2024.

 

  

For the six-month period ended

June 30,

   2023  2024
    US$’000     US$’000  
Income statement classification          
Cost of revenues   849    (107)

 

16. RELATED PARTY TRANSACTIONS

 

Related parties are entities with common direct or indirect shareholders and/or directors. Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial and operating decisions.

 

Some of the Company’s transactions and arrangements are with related parties and the effect of these on the basis determined between parties is reflected in these financial statements. The balances are unsecured, interest-free and repayable on demand unless otherwise stated.

 

 

 

 F-24 

 

 

The following transactions took place between the Company and its related parties during the periods:

 

  

For the six-month period ended

June 30,

   2023  2024
    US$’000     US$’000  
Interest income from a related party   43    181 
Loan from related party   114    – 
Director’s fees of the subsidiary   50    62 
Directors’ fees of the Company   –    27 
Directors’ remuneration   47    41 
Related party remuneration   64    68 
Rental expense paid to director   20    20 
Interest paid to a related party   –    75 

 

17. CONCENTRATIONS AND RISKS

 

Concentrations

 

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of accounts receivable. The Company conducts credit evaluations of its customers, and generally does not require collateral or other security from them. The Company evaluates its collection experience and long outstanding balances to determine the need for an allowance for doubtful accounts. The Company conducts periodic reviews of the financial condition and payment practices of its customers to minimize collection risk on accounts receivable.

 

The following table sets forth a summary of single customers who represent 10% or more of the Company’s total revenue:

 

   For the six-month period ended
June 30,
   2023  2024
    US$’000     US$’000  
Customer A   N/A(i)    8,731 

 

(i) Revenue from the relevant customer was less than 10% of the Company’s total revenue for the respective period.

 

 

 

 F-25 

 

 

The following table sets forth a summary of single customers who represent 10% or more of the Company’s total accounts receivable:

 

   December 31,  June 30,
   2023  2024
    US$’000     US$’000  
Customer B   3,806    N/A(ii) 
Customer C   1,785    N/A(ii) 
Customer D   N/A(ii)    1,587 
Customer E   N/A(ii)    4,078 
Customer F   N/A(ii)    2,435 

 

(ii) Accounts receivable from relevant customers was less than 10% of the Company’s total accounts receivable for the respective year/period.

 

The following table sets forth a summary of suppliers who represent 10% or more of the Company’s total purchases:

 

   For the six-month period ended
June 30,
   2023  2024
    US$’000     US$’000  
Supplier A   19,582    N/A(iii) 
Supplier B   14,320    N/A(iii) 
Supplier C   N/A(iii)    17,483 
Supplier D   N/A(iii)    9,470 
Supplier E   N/A(iii)    8,647 

 

(iii) Purchase from relevant suppliers was less than 10% of the Company’s total purchase for the respective period.

 

The following table sets forth a summary of suppliers who represent 10% or more of the Company’s total accounts payable:

 

   December 31,  June 30,
   2023  2024
    US$’000     US$’000  
Supplier F   1,482    N/A(iv) 
Supplier G   1,470    1,979 
Supplier H   1,696    N/A(iv) 
Supplier I   N/A(iv)    2,175 
Supplier J   N/A(iv)    4,422 

   

(iv) Accounts payable from relevant suppliers was less than 10% of the Company’s total accounts payable for the respective year/period.

 

 

 

 F-26 

 

 

Credit Risk

 

Credit risk is the potential financial loss to the Company resulting from the failure of a customer or a counterparty to settle its financial and contractual obligations to the Company, as and when they fall due. As the Company does not hold any collateral, the maximum exposure to credit risk is the carrying amounts of trade and other receivables (exclude prepayments), financial instrument and cash and bank deposits presented on the consolidated statements of financial position. The Company has no other financial assets which carry significant exposure to credit risk.

 

Liquidity Risk

 

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

 

Typically, the Company ensures that it has sufficient cash on demand to meet expected operational expenses for a period of 60 days, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters.

 

20. COMMITMENTS AND CONTINGENCIES

 

Contingencies

 

In the ordinary course of business, the Company may be subject to legal proceedings regarding contractual and employment relationships and a variety of other matters. The Company records contingent liabilities resulting from such claims, when a loss is assessed to be probable, and the amount of the loss is reasonably estimable. In the opinion of management, there were no pending or threatened claims and litigation as of June 30, 2024.

 

21. SUBSEQUENT EVENTS

 

The Company has assessed the subsequent events from June 30, 2024 through November 8, 2024, which is the date of this unaudited interim condensed consolidated financial statements are available to be issued, unless as disclosed below, there are no additional material reportable subsequent events that need to be disclosed.

 

 

 

 

 

 

 

 

 

 

 F-27