LSH Lakeside Holding Ltd

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):

November 15, 2024

 

LAKESIDE HOLDING LIMITED

(Exact Name of Registrant as Specified in its Charter)

 

Nevada		001-42140		82-1978491
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

1475 Thorndale Avenue, Suite A

Itasca, Illinois 60143

(Address of Principal Executive Offices and Zip Code)

 

(224) 446-9048

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value US$0.0001 per share		LSH		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 2.02. Results of Operations and Financial Condition.

 

On November 15, 2024, Lakeside Holding Limited (the “Company”) announced its financial results for the fiscal quarter ended September 30, 2024. A copy of the press release is attached as Exhibit 99.1 to this Report.

 

The information under this Item 2.02, including Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended or the Exchange Act, except as will be expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
99.1		Press Release - Lakeside Holding Provides First Quarter of Fiscal Year 2025 Results
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

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 hereunto duly authorized.

 

Date: November 15, 2024
	Lakeside Holding Limited
	By:	/s/ Henry Liu
		Henry Liu
		Chairman and Chief Executive Officer

 

 

Exhibit 99.1

 

Lakeside Holding Provides First Quarter of Fiscal Year 2025 Results

 

Itasca, IL, November 15, 2024 -- Lakeside Holding Limited (“Lakeside” or the “Company”) (Nasdaq: LSH), a U.S.-based integrated cross-border supply chain solution provider with a strategic focus on the Asian market operating under the brand American Bear Logistics (“ABL”), today announced financial results for the first quarter of fiscal 2025, ended September 30, 2024.

 

Q1 2025 Financial Results:

 

●

Total revenues decreased by $66,922, or 1.6%, from $4,148,476 for the three months ended September 30, 2023, to $4,081,554 for the three months ended September 30, 2024. The decrease was primarily driven by a decrease in revenues from our cross-border airfreight solutions, partially offset by an increase in revenues from our cross-border ocean freight solutions.

 

o

Revenue from our cross-border airfreight solutions segment decreased by $0.2 million or 8.2%, from $2.4 million in the three months ended September 30, 2023, to $2.2 million in the three months ended September 30, 2024. The decrease was primarily due to a decrease in the volume of cross-border air freight processed, from approximately 7,816 tons for the three months ended September 30, 2023, to approximately 7,273 tons for the three months ended September 30, 2024.

 

o

Revenue from our cross-border ocean freight solutions segment increased by $0.1 million, or 7.8%, from $1.7 million in the three months ended September 30, 2023, to $1.8 million in the three months ended September 30, 2024. This growth was primarily due to an increase in the volume of cross-border ocean freights processed and forwarded, rising from 1,290 TEU in the three months ended September 30, 2023, to 1,430 TEU in the three months ended September 30, 2024.

 

Revenues by Customer Geographic

 

		For the three months ended September 30,
		2024								2023
Revenues		Amount				% of total Revenues				Amount				% of total Revenues				Amount Increase (Decrease)				Percentage Increase (Decrease)
Asia-based customers		$	2,809,636				68.8	%		$	1,694,223				40.8	%		$	1,115,413				65.8	%
U.S.-based customers			1,271,918				31.2	%			2,454,253				59.2	%			(1,182,335	)			(48.2	)%
Total revenues		$	4,081,554				100.0	%		$	4,148,476				100.0	%		$	(66,922	)			(1.6	)%

 

o

Revenues from Asia-based customers increased by $1.1 million, or 65.8%, from $1.7 million in the three months ended September 30, 2023, to $2.8 million in the three months ended September 30, 2024. The increase in revenues from Asia-based customers was driven by a surge in volume from these customers, particularly those serving large e-commerce platforms. This growth reflects the rising demand for our services, a direct result of the overall expansion of the U.S. e-commerce market.

 

 

o

Revenues from U.S.-based customers decreased by $1.2 million, or 48.2%, from $2.5 million in the three months ended September 30, 2023, to $1.3 million in the same period in 2024.

 

●

Cost of revenues increased by $0.1 million, or 1.7%, from $3.5 million in the three months ended September 30, 2023, to $3.6 million in the three months ended September 30, 2024.

 

●

Gross profit decreased by $0.1 million, or 19.3%, from $0.6 million in the three months ended September 30, 2023, to $0.5 million in the three months ended September 30, 2024. Our gross margin was 12.8% for the three months ended September 30, 2024, compared to 15.6% for the three months ended September 30, 2023. The decline in gross margin was primarily attributable to reduced revenue from the airfreight solutions segment and 2) an increase in our cost of revenue in warehouse services, customs declaration, and terminal charges.

 

●

General and administrative expenses increased by $1.0 million, or 114.7%, from $0.9 million in the three months ended September 30, 2023, to $1.8 million in the three months ended September 30, 2024. These expenses represented 45.0% and 20.6% of our total revenues for the three months ended September 30, 2024 and 2023, respectively. The increase was primarily attributed to higher salary and employee benefit expenses, professional fees, office and travel expenses, insurance, and entertainment expenses. The increase was primarily attributed to the following:

 

o

Salaries and employee benefits expenses increased by $0.3 million, or 116.9%, from $0.5 million in the three months ended September 30, 2023, to $0.8 million in the three months ended September 30, 2024. Our salaries and employee benefits expenses represented 50.3% and 66.8% of our total general and administrative expenses for the three months ended September 30, 2024, and 2023, respectively. The increase was mainly due to recruiting additional sales, customer services, and back-office support personnel to support our business growth.

 

o

Professional fees increased by $0.3 million, or 1,839.6%, from $17,535 in the three months ended September 30, 2023, to $340,114 in the three months ended September 30, 2024. Our professional fee represented 18.5% and 2.0% of our total general and administrative expenses for the three months ended September 30, 2024 and 2023, respectively. The increase was primarily due to audit fees, legal fees, consulting expenses, investor-related expenses, and financial reporting service fees for the three months ended September 30, 2024. In the three months ended September 30, 2023, most expenses directly related to the offering were not included in professional fees, as they were accounted for as deferred initial public offering assets.

 

●

Net loss was $1.3 million and $0.3 million for the three months ended September 30, 2024 and 2023, respectively.

 

 

Management Commentary

 

Henry Liu, Chairman and Chief Executive Officer of Lakeside, commented, “Our first quarter results for fiscal year 2025 reflect both ongoing growth opportunities and some temporary challenges in our cross-border airfreight segment. Although total revenue declined slightly by 1.6% compared to the same quarter last year, we achieved solid gains in cross-border ocean freight, with segment revenues increasing by 7.8% due to stronger demand from Asia-based customers. This demand surge, particularly among large e-commerce clients, affirms our strategy to focus on expanding high-growth markets and highlights the success of our operational partnerships in the region.”

 

“As we look ahead, we anticipate a rebound in revenue for the next quarter, driven by increased air freight demand for the upcoming holiday season as online purchases ramp up. We have expanded our production capacity to accommodate higher volumes and are prepared to meet rising customer demand efficiently. Additionally, the continued decrease in ocean freight charges is fueling import and export activities, while the broader shift toward e-commerce underscores the need for timely and competitively priced deliveries. We are confident in our ability to deliver on these needs, backed by our investments in advanced logistics technology and strategic facility expansions, including our new Dallas-Fort Worth site. We believe these efforts position us well for the quarters ahead as we strive to enhance value for our shareholders and customers,” said Mr. Liu.

 

Q1 2025 Operational Highlights

 

●

In July, we closed our upsized initial public offering of 1,500,000 shares of common stock at a public offering price of $4.50 per share to the public for a total of $6,750,000 of gross proceeds to the Company before deducting underwriting discounts and offering expenses.

 

●

In July, we entered into a one-year renewable agreement with a leading Asia-based e-commerce platform to provide logistics services, including freight, customs, and parcel handling. The partnership uses advanced API integration to offer real-time supply chain visibility for sellers, enhancing the customer experience.

 

●

In August, we announced a partnership to provide customs brokerage services for a major social media and e-commerce platform, offering real-time logistics data through API integration. This deal streamlines customs clearance and enhances inventory and delivery visibility for platform sellers.

 

●

In September, we announced the launch of a Pick & Pack Fulfillment service for a major Chinese logistics company, offering inventory management and order processing across U.S. hubs. The service improves lead times and optimizes fulfillment efficiency.

 

●

In September, we announced the expansion of our Dallas-Fort Worth operations, more than doubling its space to 46,657 sq. ft. and increasing staff to meet growing demand. The new facility is equipped with advanced technology to improve logistics efficiency and support business growth.

 

 

About Lakeside Holding Limited

 

Lakeside Holding Limited, based in Itasca, IL, is a U.S.-based integrated cross-border supply chain solution provider with a strategic focus on the Asian market, including China and South Korea. Operating under the brand American Bear Logistics, we primarily provide customized cross-border ocean freight solutions and airfreight solutions in the U.S. that specifically cater to our customers’ requirements and needs in transporting goods into the U.S. We are an Asian American-owned business rooted in the U.S. with in-depth understanding of both the U.S. and Asian international trading and logistics service markets. Our customers are typically Asia- and U.S.-based logistics service companies serving large e-commerce platforms, social commerce platforms, and manufacturers to sell and transport consumer and industrial goods made in Asia into the U.S. For more information, please visit https://lakeside-holding.com.

 

Safe Harbor Statement

 

This press release contains forward-looking statements that reflect our current expectations and views of future events. Known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements involve various risks and uncertainties. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. We qualify all of our forward-looking statements by these cautionary statements.

 

Investor Relations Contact:

 

Matthew Abenante, IRC

President

Strategic Investor Relations, LLC

Tel: 347-947-2093

Email: matthew@strategic-ir.com

 

*** tables follow ***

 

 

LAKESIDE HOLDING LIMITED
CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

		As of September 30, 2024 (unaudited)				As of June 30, 2024 (audited)
ASSETS
CURRENT ASSETS
Cash and cash equivalent		$	2,739,275			$	123,550
Accounts receivable – third parties, net			1,786,451				2,082,152
Accounts receivable – related party, net			505,361				763,285
Prepayment and other receivable			113,198				-
Contract assets			41,301				129,506
Due from related parties			645,318				441,279
Total current assets			5,830,904				3,539,772
NON-CURRENT ASSETS
Investment in other entity			15,741				15,741
Property and equipment at cost, net of accumulated depreciation			314,496				344,883
Right of use operating lease assets			4,320,579				3,471,172
Right of use financing lease assets			29,881				37,476
Deferred tax asset			-				89,581
Deferred offering costs			-				1,492,798
Deposit and repayment			298,217				202,336
Total non-current assets			4,978,914				5,653,987
TOTAL ASSETS		$	10,809,818			$	9,193,759
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payables – third parties		$	758,963			$	1,161,858
Accounts payables – related parties			70,872				227,722
Accrued liabilities and other payables			869,109				1,335,804
Current portion of obligations under operating leases			1,891,877				1,186,809
Current portion of obligations under financing leases			34,214				37,619
Loans payable, current			484,725				746,962
Dividend payable			98,850				98,850
Tax payable			79,825				79,825
Due to shareholders			138,107				1,018,281
Total current liabilities			4,426,542				5,893,730
NON-CURRENT LIABILITIES
Loans payable, non-current			105,166				136,375
Obligations under operating leases, non-current			2,646,597				2,506,402
Obligations under financing leases, non-current			13,233				17,460
Total non-current liabilities			2,764,996				2,660,237
TOTAL LIABILITIES		$	7,191,538			$	8,553,967
Commitments and Contingencies
EQUITY
Common stocks, $0.0001 par value, 200,000,000 shares authorized, 7,500,000 and 6,000,000 issued and outstanding as of September 30, 2024 and June 30, 2024, respectively*			750				600
Subscription receivable			-				(600	)
Additional paid-in capital			4,942,791				642,639
Accumulated other comprehensive income			15,965				2,972
Deficits			(1,341,226	)			(5,819	)
Total equity			3,618,280				639,792
TOTAL LIABILITIES AND EQUITY		$	10,809,818			$	9,193,759

 

 

LAKESIDE HOLDING LIMITED
CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

 

		For the Three Months Ended September 30,
		2024				2023
Revenue from third party		$	3,599,787			$	4,054,287
Revenue from related parties			481,767				94,189
Total revenue			4,081,554				4,148,476
Cost of revenue from third party			2,994,285				2,905,597
Cost of revenue from related parties			564,730				595,336
Total cost of revenue			3,559,015				3,500,933
Gross profit			522,539				647,543
Operating expenses:
General and administrative expenses			1,837,206				855,778
Loss from deconsolidation of a subsidiary			-				73,151
Provision of allowance for expected credit loss			12,837				52,122
Total operating expenses			1,850,043				981,051
Loss from operations			(1,327,504	)			(333,508	)
Other income (expense):
Other income, net			109,788				46,949
Interest expense			(28,110	)			(22,785	)
Total other income, net			81,678				24,164
Loss before income taxes			(1,245,826	)			(309,344	)
Income taxes expense (recovery)			89,581				(2,059	)
Net loss and comprehensive loss			(1,335,407	)			(307,285	)
Net loss attributable to non-controlling interest			-				(3,025	)
Net loss attributable to common stockholders			(1,335,407	)			(304,260	)
Other comprehensive loss
Foreign currency translation gain			12,993				3,122
Comprehensive loss			(1,322,414	)			(304,163	)
Less: comprehensive loss attributable to non-controlling interest			-				(3,119	)
Comprehensive loss attributable to the common shareholders		$	(1,322,414	)		$	(301,044	)
Loss per share – basic and diluted		$	(0.18	)		$	(0.05	)
Weighted average shares outstanding – basic and diluted*			7,500,000				6,000,000

  

 

LAKESIDE HOLDING LIMITED

CONDENSSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

		For the Three Months Ended September 30,
		2024				2023
Cash flows from operating activities:
Net loss		$	(1,335,407	)		$	(307,285	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation – G&A			17,995				17,995
Depreciation – cost of revenue			18,164				18,165
Amortization of operating lease assets			466,723				219,571
Depreciation of right-of-use finance assets			7,595				7,332
Provision of allowance for expected credit loss			12,837				52,122
Deferred tax expense (benefit)			89,581				(2,059	)
Loss from derecognition of shares in subsidiary			-				73,151
Changes in operating assets and liabilities:
Accounts receivable – third parties			282,864				(138,491	)
Accounts receivable – related parties			257,924				(65,995	)
Contract assets			88,205				26,213
Due from related parties			(77,812	)			49,182
Prepayment, other deposit			(176,572	)			2,623
Accounts payables – third parties			(402,895	)			133,904
Accounts payables – related parties			(156,850	)			141,213
Accrued expense and other payables			(24,876	)			37,739
Operating lease liabilities			(470,260	)			(225,023	)
Net cash (used in) provided by operating activities			(1,402,784	)			40,357
Cash flows from investing activities:
Payment made for investment in other entity			-				(29,906	)
Net cash outflow from deconsolidation of a subsidiary (Appendix A)			-				(48,893	)
Prepayment for system installation			(32,507	)			-
Acquisition of property and equipment			(5,772	)			-
Net cash used in investing activities			(38,279	)			(78,799	)
Cash flows from financing activities:
Proceeds from loans			-				225,000
Repayment of loans			(265,456	)			(122,137	)
Repayment of equipment and vehicle loans			(27,990	)			(29,678	)
Principal payment of finance lease liabilities			(7,632	)			(6,425	)
Proceeds from initial public offering, net of share issuance costs			5,351,281				-
Advanced to related parties			(126,227	)			-
Repayment to shareholders			(879,574	)			-
Net cash provided by financing activities			4,044,402				66,760
Effect of exchange rate changes on cash and cash equivalents			12,386				3,216
Net decrease in cash and cash equivalent			2,615,725				31,534
Cash and cash equivalent, beginning of the period			123,550				174,018
Cash and cash equivalent, end of the period		$	2,739,275			$	205,552
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for income tax		$	—			$	—
Cash paid for interest		$	6,274			$	6,462
SUPPLEMENTAL SCHEDULE OF NON-CASH IN FINANCING ACTIVITIES
Deferred offering costs within due to shareholders		$	—			$	230,000
NON-CASH ACTIVITIES
Right of use assets obtained in exchange for operating lease obligations		$	1,244,140			$	—
Right of use assets obtained in exchange for finance lease obligation		$	—			$	—
APPENDIX A – Net cash outflow from deconsolidation of a subsidiary
Working capital, net						$	29,812
Investment in other entity recognized							(15,741	)
Elimination of NCl at deconsolidation of a subsidiary							10,187
Loss from deconsolidation of a subsidiary							(73,151	)
Cash						$	(48,893	)

 

 

v3.24.3

Cover	Nov. 15, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 15, 2024
Entity File Number	001-42140
Entity Registrant Name	LAKESIDE HOLDING LIMITED
Entity Central Index Key	0001996192
Entity Tax Identification Number	82-1978491
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	1475 Thorndale Avenue
Entity Address, Address Line Two	Suite A
Entity Address, City or Town	Itasca
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60143
City Area Code	224
Local Phone Number	446-9048
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value US$0.0001 per share
Trading Symbol	LSH
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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