Exhibit 99.2
OHMYHOME LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
| December 31, 2023 | June 30, 2024 | June 30, 2024 | ||||||||||
| SGD | SGD | USD | ||||||||||
| ASSETS | ||||||||||||
| Current assets | ||||||||||||
| Cash and cash equivalents | | |||||||||||
| Accounts receivable, net | ||||||||||||
| Prepayments | ||||||||||||
| Amount due from a shareholder | ||||||||||||
| Other current assets, net | ||||||||||||
| Total current assets | ||||||||||||
| Non-current assets | ||||||||||||
| Deposits | ||||||||||||
| Property and equipment, net | ||||||||||||
| Deferred initial public offering (“IPO”) costs | ||||||||||||
| Operating lease right-of-use assets | ||||||||||||
| Deposit for an acquisition | ||||||||||||
| Intangible asset | ||||||||||||
| Goodwill | ||||||||||||
| Total non-current assets | ||||||||||||
| Total assets | ||||||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||
| Current liabilities | ||||||||||||
| Accounts payable | ||||||||||||
| Contract liabilities | ||||||||||||
| Accrued liabilities and other payables | ||||||||||||
| Bank loans, current portion | ||||||||||||
| Amount due to a shareholder | ||||||||||||
| Operating lease obligation | ||||||||||||
| Taxes payable | ||||||||||||
| Total current liabilities | ||||||||||||
| Non-current liabilities: | ||||||||||||
| Bank loans, non-current portion | ||||||||||||
| Operating lease obligation, non-current | ||||||||||||
| Consideration payables | ||||||||||||
| Total non-current liabilities | ||||||||||||
| Total liabilities | ||||||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||||||
| SHAREHOLDERS’ EQUITY | ||||||||||||
| Ordinary Shares, US$ par value, shares authorized, shares issued and outstanding as of December 31, 2023, and shares issued and outstanding as of June 30, 2024, respectively | ||||||||||||
| Additional paid-in capital | ||||||||||||
| Stock-based compensation reserve | ||||||||||||
| Accumulated other comprehensive income | ( | ) | ( | ) | ( | )) | ||||||
| Accumulated deficit | ( | ) | ( | ) | ( | )) | ||||||
| Total OHMYHOME LIMITED shareholders’ equity | ||||||||||||
| Non-controlling interests | ( | ) | ( | ) | ( | )) | ||||||
| Total shareholders’ equity | ||||||||||||
| Total liabilities and shareholders’ equity | ||||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements
| F-1 |
OHMYHOME LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
| For the Six Months Ended June 30, | ||||||||||||
| 2023 | 2024 | 2024 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Operating revenues | ||||||||||||
| - Brokerage services | ||||||||||||
| Independent Third Parties | ||||||||||||
| Related Parties | ||||||||||||
| - Property Management | ||||||||||||
| Independent Third Parties | ||||||||||||
| Related Parties | ||||||||||||
| - Emerging and other services | ||||||||||||
| Independent Third Parties | ||||||||||||
| Related Parties | ||||||||||||
| - | - | |||||||||||
| Total operating revenues | ||||||||||||
| Cost of revenues | ||||||||||||
| - Brokerage services | ( | ) | ( | ) | ( | ) | ||||||
| - Property management | ( | ) | ( | ) | ||||||||
| - Emerging and other services | ( | ) | ( | ) | ( | ) | ||||||
| Total cost of revenues | ( | ) | ( | ) | ( | ) | ||||||
| - | - | |||||||||||
| - Brokerage services | ||||||||||||
| - Property management | ||||||||||||
| - Emerging and other services | ||||||||||||
| Gross profit | ||||||||||||
| Operating expenses | ||||||||||||
| Technology and development expenses | ( | ) | ( | ) | ( | ) | ||||||
| Selling and marketing expenses | ( | ) | ( | ) | ( | ) | ||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ||||||
| Professional Fees related to Listing and Acquisitions | ( | ) | ( | ) | ( | ) | ||||||
| Depreciation and Amortization | ( | ) | ( | ) | ( | ) | ||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ||||||
| - | - | |||||||||||
| Other income (expense): | - | - | ||||||||||
| Stock-based compensation | ||||||||||||
| Interest income | ||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ||||||
| Government grants | ||||||||||||
| Foreign exchange, net | ||||||||||||
| Other income, net | ||||||||||||
| - | - | |||||||||||
| Total other income, net | ||||||||||||
| LOSS BEFORE INCOME TAXES | ( | ) | ( | ) | ( | ) | ||||||
| Income tax expense | ||||||||||||
| - | - | |||||||||||
| NET LOSS | ( | ) | ( | ) | ( | ) | ||||||
| - | - | |||||||||||
| Less: Net loss attributable to non-controlling interest | ( | ) | ( | ) | ( | ) | ||||||
| Net loss attributable to OHMYHOMELTD | ( | ) | ( | ) | ( | ) | ||||||
| NET LOSS | ( | ) | ( | ) | ( | ) | ||||||
| OTHER COMPREHENSIVE LOSS | - | - | ||||||||||
| Foreign currency translation adjustment | ( | ) | ( | |||||||||
| TOTAL COMPREHENSIVE LOSS | ( | ) | ( | ) | ( | ) | ||||||
| Less: Comprehensive loss attributable to non-controlling interests | ( | ) | ( | ) | ( | ) | ||||||
| COMPREHENSIVE LOSS ATTRIBUTABLE TO OHMYHOME LIMITED | ( | ) | ( | ) | ( | ) | ||||||
| Weighted average number of ordinary shares: | - | - | ||||||||||
| Basic | ||||||||||||
| Diluted | ||||||||||||
| LOSS PER SHARE – BASIC AND DILUTED | ||||||||||||
| Basic | ( | ) | ( | ) | ( | ) | ||||||
| Diluted | ( | ) | ( | ) | ( | ) | ||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements
| F-2 |
OHMYHOME LIMITED
UNAUDITED INTERIM CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
| Ordinary Shares | ||||||||||||||||||||||||||||||||
| No. of shares | Amount | Additional paid-in capital | Stock-based compensation reserve | Accumulated other comprehensive income | Accumulated deficit | Non-controlling Interests | Total shareholders’ Equity | |||||||||||||||||||||||||
| SGD | SGD | SGD | SGD | SGD | SGD | SGD | ||||||||||||||||||||||||||
| Balance, December 31, 2022 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Issuance of new shares | ||||||||||||||||||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| Foreign currency translation adjustment | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Balance, December 31, 2023 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Issuance of new shares | ||||||||||||||||||||||||||||||||
| Stock-based compensation | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| Foreign currency translation adjustment | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Balance, June 30, 2024 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, June 30, 2024 (USD) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
| F-3 |
OHMYHOME LIMITED
UNAUDITED INTERIM CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Six Months Ended June 30, | ||||||||||||
| 2023 | 2024 | 2024 | ||||||||||
| SGD | SGD | USD | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||
| Stock-based compensation | ||||||||||||
| Depreciation of property and equipment | ||||||||||||
| Amortization of operating lease right-of-use assets | ||||||||||||
| Amortization of intangible assets | ||||||||||||
| Provision for expected credit losses accounts | ||||||||||||
| Loss of disposal of property and equipment | ||||||||||||
| Interest Income | ( | ) | ( | ) | ||||||||
| Changes in assets and liabilities: | ||||||||||||
| Accounts receivable | ||||||||||||
| Prepayments | ( | ) | ( | ) | ( | ) | ||||||
| Other current assets, net | ( | ) | ||||||||||
| Deposits | ||||||||||||
| Accounts payable | ( | ) | ( | ) | ||||||||
| Contract liabilities | ( | ) | ( | ) | ( | ) | ||||||
| Accrued liabilities and other payables | ( | ) | ( | |||||||||
| Other taxes payable | ( | ) | ||||||||||
| Operating lease obligation | ( | ) | ( | ) | ( | ) | ||||||
| NET CASH USED IN OPERATING ACTIVITIES | ( | ) | ( | ) | ( | ) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||
| Purchases of property and equipment | ( | ) | ( | ) | ( | ) | ||||||
| Purchases of intangible assets | ( | ( | ||||||||||
| Deposit for an acquisition | ( | ) | ( | ) | ( | ) | ||||||
| NET CASH USED IN INVESTING ACTIVITIES | ( | ) | ( | ) | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||
| Proceeds from common share issued for cash | ||||||||||||
| Amounts repayment to a shareholder, net | ( | ) | ||||||||||
| Net proceeds from public offering | ||||||||||||
| Proceeds from long-term loans | ||||||||||||
| Repayment to directors | ( | ) | ( | |||||||||
| Repayment of long-term loans | ( | ) | ( | ) | ( | ) | ||||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | ||||||||||||
| Foreign currency effect | ( | ) | ( | ) | ||||||||
| NET CHANGE IN CASH AND CASH EQUIVALENTS | ||||||||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD | ||||||||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT PERIOD END | ||||||||||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||||||
| Cash paid for: | ||||||||||||
| Bank Loan and Operating Lease Interest | ||||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
| F-4 |
OHMYHOME LIMITED
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Nature of business and organization
Ohmyhome Limited (the “Company”) is a holding company incorporated on July 19, 2022, under the laws of the Cayman Islands. The Company has no substantial operations other than holding all of the outstanding share capital of Ohmyhome (BVI) Limited (“Ohmyhome BVI”) established under the laws of the British Virgin Islands (“BVI”) on July 27, 2022. Ohmyhome BVI has no substantial operations other than holding all of the equity interest of Ohmyhome Pte. Ltd. (“Ohmyhome (S)”), a Singapore company incorporated on June 12, 2015.
The Company, through its wholly-owned subsidiary, Ohmyhome (S), and its subsidiaries, provides end-to-end property solutions and services for its customers such as brokerage services and emerging and other services, such as home renovation and furnishing services, listing and research, mortgage referral, legal services and insurance referral services.
On
November 30, 2022, the Company completed a reorganization of Ohmyhome (S) under common control of its then existing shareholders, who
collectively owned all the equity interests of Ohmyhome (S) prior to the reorganization. Prior to the re-organization, Ohmyhome (S) was
directly owned and controlled by Anthill and the Other Existing Shareholders with
On
March 23, 2023, the Company completed its initial public offering. In this offering, the Company issued Ordinary Shares at
a price of US$ per share. The Company received gross proceeds in the amount of US$
On
October 6, 2023, Ohmyhome (BVI), a wholly owned subsidiary of the Company, completed the acquisition of
The accompanying unaudited interim condensed consolidated financial statements reflect the activities of the Company and each of the following entities:
| Name | Background | Ownership % | Principal of activity | |||
| Ohmyhome (BVI) Limited | ● A BVI company ● Incorporated on July 27, 2022 |
|||||
| Ohmyhome (S) | ● A Singapore company ● Incorporated on June 12, 2015 |
|||||
| Ohmyhome Property Management Pte. Ltd. (formerly Simply Sakal Pte. Ltd.) | ● A Singapore company ● Incorporated on January 4, 1995 ● Acquired by Ohmyhome (BVI) on October 6, 2023 ● Changed its entity name to Ohmyhome Property Management Pte. Ltd. on November 8, 2023 |
|||||
| Ohmyhome Renovation Pte. Ltd. | ● A Singapore company ● Incorporated on March 5, 2020
|
|||||
| Ohmyhome Insurance Pte. Ltd. | ● A Singapore company ● Incorporated on March 5, 2020 |
|||||
| Cora.Pro Pte. Ltd. | ● A Singapore company ● Incorporated on May 31, 2020 |
| ||||
DreamR Project Pte. Ltd. (formerly Ganze Pte. Ltd.) |
● A Singapore company ● Incorporated on December 7, 2021 ● Changed its entity name from Ganze Pte. Ltd. To DreamR Project Pte. Ltd. on June 5, 2023 |
|||||
Ohmyhome Sdn. Bhd. (“Ohmyhome (M)”) |
● A Malaysia company ● Incorporated on January 17, 2019
|
|||||
| Ohmyhome Realtors Sdn. Bhd. | ● A Malaysia company ● Incorporated on January 17, 2019 |
| * |
| F-5 |
Note 2 – Liquidity and going concern
In assessing the Company’s liquidity, the Company monitors and evaluates its cash and cash equivalent and its operating and capital expenditure commitments.
The
Company’s liquidity needs are to meet its working capital requirements, operating expenses and capital expenditure obligations.
Cash flow from operations and capital contributions and loans from shareholders have been utilized to finance the working capital requirements
of the Company. For the six months ended June 30, 2024, the Company had negative cash flow from operating activities of S$
On
February 16, 2024, the Company completed its follow-on public offering. In this offering, the Company issued Ordinary Shares
at a price of US$ per share. The Company received gross proceeds in the amount of US$
To sustain its ability to support the Company’s operating activities, the Company considered supplementing its sources of funding through the following:
| ● | cash and cash equivalents generated from operations; |
| ● | other available sources of financing from Singapore and Malaysia banks and other financial institutions; |
| ● | financial support from the Company’s related parties and shareholders; |
| ● | issuance of additional convertible notes; and |
| ● | obtaining funds through a future public offering. |
Management has commenced a strategy to raise debt and equity. However, there can be no certainty that these additional financings will be available on acceptable terms or at all. If management is unable to execute this plan, there would likely be a material adverse effect on the Company’s business.
Based on the above considerations, management believes that the Company has sufficient funds to meet its operating and capital expenditure needs and obligations in the next 12 months. However, there is no assurance that the Company will be successful in implementing the foregoing plans or additional financing will be available to the Company on commercially reasonable terms. There are a number of factors that could potentially arise that could undermine the Company’s plans such as (i) client’s business and areas of operations in Singapore and Malaysia, (ii) changes in the demand for the Company’s services, (iii) government policies, and (iv) economic conditions in Singapore, Malaysia and worldwide. The Company’s inability to secure needed financing when required may require material changes to the Company’s business plan and could have a material impact on the Company’s financial conditions and result of operations.
| F-6 |
Note 3 – Summary of significant accounting policies
Basis of presentation
Management’s opinion is that the accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operation results. The results of operations for the six months ended June 30, 2024 are not necessarily indicative of results to be expected for the full year of 2024. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements thereto as of and for the years ended December 31, 2023.
Principles of consolidation
The unaudited interim condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.
Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of Directors, or to cast a majority of votes at the meeting of Directors.
Non-controlling interest represents the portion of the net assets of a subsidiary attributable to interests that are not owned by the Company. The non-controlling interest is presented in the unaudited interim condensed consolidated balance sheets, separately from equity attributable to the shareholders of the Company. Non-controlling interest’s operating result is presented on the face of the unaudited interim condensed consolidated statements of income and comprehensive loss as an allocation of the total loss for the year between non-controlling shareholders and the shareholders of the Company.
Use of estimates and assumptions
The preparation of unaudited interim condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the balance sheet date and revenues and expenses during the reporting periods. Significant accounting estimates reflected in the Company’s financial statements include, but not limited to, estimates for useful lives of intangible assets, impairment of long-lived assets, deferred taxes and uncertain tax position, and allowance for expected credit loss and revenue recognition. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be material to the unaudited interim condensed financial statements.
Risks and uncertainties
The main operations of the Company are 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. The Company believes that it is following 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-7 |
Foreign currency translation and transaction
The accompanying unaudited interim condensed financial statements are presented in the Singapore Dollars (“SGD” or “S$”), which is the reporting currency of the Company. The functional currency of the Company and its subsidiary in the British Virgin Islands is United States Dollars (“USD” or “US$”), its other subsidiaries which are incorporated in Singapore and Malaysia are SGD and Malaysia ringgit (“RM”), respectively, which are their respective local currencies based on the criteria of ASC 830, “Foreign Currency Matters”.
In the unaudited interim condensed consolidated financial statements, the financial information of the Company and other entities located outside of Singapore has been translated into SGD. Assets and liabilities are translated at the exchange rates on the balance sheet date, equity amounts are translated at historical exchange rates, and revenues, expenses, gains and losses are translated using the average rate for the period.
The following table outlines the currency exchange rates that were used in creating the unaudited interim condensed financial statements in this report:
| June 30, 2023 | December 31, 2023 | June 30, 2024 | ||||||||||
| Period-end spot rate | SGD = RM | SGD = RM | SGD = RM | |||||||||
| Average rate | SGD = RM | SGD = RM | SGD = RM | |||||||||
| Period-end spot rate | SGD = USD | SGD = USD | SGD = USD | |||||||||
| Average rate | SGD = USD | SGD = USD | SGD = USD |
Convenience translation
Translations of balances in the unaudited interim condensed consolidated balance sheets, unaudited interim condensed consolidated statements of income, unaudited interim condensed consolidated statements of changes in shareholders’ equity and unaudited interim condensed consolidated statements of cash flows from SGD into USD as of June 30, 2024 are solely for the convenience of the readers and are calculated at the rate of SGD = USD, representing the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on June 28, 2024. No representation is made that the SGD amounts could have been, or could be, converted, realized or settled into USD at such rate, or at any other rate.
Cash and cash equivalents
Cash and cash equivalents primarily consist of bank deposits with original maturities of three months or less, which are unrestricted as to withdrawal and use. Cash and cash equivalents also consist of funds earned from the Company’s operating revenues which were held at third party platform fund accounts which are unrestricted as to immediate use or withdrawal. The Company maintains most of its bank accounts in Singapore and Malaysia.
Accounts receivable and allowance for expected credit losses
Accounts
receivable include trade accounts due from customers. Accounts are considered overdue after 90 days. Management reviews its receivables
on a regular basis to determine if the allowance for expected credit loss is adequate and provides allowance when necessary. The allowance
is based on management’s best estimates of specific losses on individual customer exposures, as well as the historical trends of
collections. Account balances are charged off against the allowance after all means of collection have been exhausted and the likelihood
of collection is not probable. As of December 31, 2023 and June 30, 2024, the Company made S$
Prepayments
Prepayments are mainly payments made to vendors or services providers for future services that have not been provided and prepaid rent. These amounts are refundable and bear no interest. Management reviews its prepayments on a regular basis to determine if the allowance is adequate and adjusts the allowance when necessary. As of December 31, 2023 and June 30, 2024, no allowance was deemed necessary.
| F-8 |
Deferred IPO costs
Pursuant
to ASC 340-10-S99-1, IPO costs directly attributable to an offering of equity securities are deferred and would be charged against the
gross proceeds of the offering as a reduction of additional paid-in capital. These costs include legal fees related to the registration
drafting and counsel, consulting fees related to the registration preparation, the SEC filing and print related costs. As of December
31, 2022, the accumulated deferred IPO cost was S$
The
Company has subsequently completed a follow-on public offering of ordinary shares on February 16, 2024. As of December 31,
2023, the accumulated deferred costs related to the follow-on public offering were S$
As
of June 30, 2024, the accumulated deferred costs related to public offering were S$
Deposits
Deposits are mainly for rent, utilities and money deposited with certain vendors. These amounts are refundable and bear no interest. The short-term deposits usually have a one-year term and are refundable upon contract termination. The long-term deposits are refunded from suppliers when terms and conditions set forth in the agreements have been satisfied.
Other current assets, net
Other current assets, net, primarily consists of other receivables from third parties. These other receivables are unsecured and are reviewed periodically to determine whether their carrying value has become impaired.
Property and equipment, net
Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:
| Expected useful lives | ||
| Leasehold improvements | ||
| Office furniture and fittings | ||
| Office equipment | ||
| Computers |
The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the unaudited interim condensed consolidated statements of operations and comprehensive loss. Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterments, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.
Business combination
The purchase price of an acquired company is allocated between tangible and intangible assets acquired and liabilities assumed from the acquired business based on their estimated fair values, with the residual of the purchase price recorded as goodwill. Transaction costs associated with business combinations are expensed as incurred and are included in general and administrative expenses in the Company’s consolidated statements of operations. The results of operations of the acquired business are included in the Company’s operating results from the date of acquisition.
Goodwill
Goodwill represents the excess of the purchase price over the amounts assigned to the fair value of the assets acquired and the liabilities assumed of an acquired business. In accordance with ASC Topic 350, Goodwill and Other Intangible Assets (“ASC 350”), recorded goodwill amounts are not amortized, but rather are tested for impairment annually or more frequently if there are indicators of impairment present.
In accordance with ASC 350, the Company assigned and assessed goodwill for impairment at the reporting unit level. A reporting unit is an operating segment or one level below the operating segment. As of December 31, 2023 and June 30, 2024, the Company as a whole is the reporting unit of goodwill.
Pursuant to ASC 350, the Company has an option to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. In the qualitative assessment, the Group considers primary factors such as industry and market considerations, overall financial performance of the reporting unit, and other specific information related to the operations. If the Group decides, as a result of its qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is mandatory. Otherwise, no further testing is required. The quantitative impairment test consists of a comparison of the fair value based on discounted cash flow of each reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss equal to the difference will be recorded. The impairment charge would be recorded in the consolidated statements of income and comprehensive income.
Application of the goodwill impairment test requires judgment, including the determination of the fair value of each reporting unit. Estimating fair value is performed by utilizing various valuation techniques, with a primary technique being a discounted cash flow which requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for the Company’s business, estimation of the useful life over which cash flows will occur, and determination of the Company’s weighted average cost of capital.
Intangible Assets
Intangible assets consist of software and capitalized research and development and customer relationship acquired from a business combination. Intangible assets with finite lives are carried at cost less accumulated amortization and impairment loss, if any. Intangible assets with finite lives are amortized using the straight-line method over the estimated useful lives.
| F-9 |
Capitalized Software and research and development
The
Company capitalizes certain eligible software development costs incurred in connection with its internal use software in accordance with
ASC 350-40, Internal-use Software and ASC 985, Software. These capitalized costs also relate to the Company’s development of a
proprietary software, HomerAI as well as a few ongoing development technology software. Capitalized software costs are amortized over
the estimated useful life of
During
the year ended December 31, 2023, the Company capitalized S$
Intangible assets that have determinable lives continue to be amortized over their estimated useful lives as follows:
| Software and research and development | ||||
| Customer relationships |
Impairment for long-lived assets other than goodwill
Long-lived assets are evaluated for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be fully recoverable or that the useful life is shorter than it was originally estimated. When these events occur, the Company, its wholly-owned subsidiaries evaluate the impairment for the long-lived assets by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, an impairment loss is recognized based on the excess of the carrying value of the assets over the fair value of the assets.
For the years ended December 31, 2023 and the six months ended June 30, 2024, the Company, its wholly-owned subsidiaries, Ohmyhome BVI and Ohmyhome BVI’s subsidiaries did not accrue impairment charge against intangible assets, including the customer relationship and software and technology.
The customer relationship arose from acquisition of Ohmyhome Property Management Pte. Ltd. by the Ohmyhome BVI in 2023.
For the year ended December 31, 2023 and the six months ended June 30, 2024, the Company did not accrue impairment charge against software and technology.
Fair value measurement
The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company.
The accounting standards define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosure requirements for fair value measures. The three levels are defined as follows:
| ● | Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
| F-10 |
| ● | Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. |
| ● | Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. |
Financial instruments included in current assets and current liabilities are reported in the consolidated balance sheets at face value or cost, which approximate fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest.
On December 19, 2023, the Board of Directors adopted the 2023 Equity Incentive Plan (the “2023 Incentive Plan”). Stock-based awards are measured at the grant date based on the fair value of the award and are recognized as expense, net of actual forfeitures, on a straight-line basis over the requisite service period, which is generally the vesting period of the respective award. The Company estimates the fair value of stock options using the Black-Scholes option pricing model. The determination of the grant date fair value of stock awards issued is affected by a number of variables, including the fair value of the Company’s common stock, the expected common stock price volatility over the expected life of the awards, the expected term of the stock option, risk-free interest rates, the illiquidity of the option given its non-transferability, and the expected dividend yield of the Company’s common stock. The Company derives its volatility from the average historical stock volatilities of the Company over a period equivalent to the expected term of the awards. The risk-free interest rate is based on the United States Treasury yield curve in effect at the time of grant. The expected dividend yield is 0.0% as the Company has not paid and does not currently anticipate paying dividends on its common stock.
Stock-based compensation expense is classified in the accompanying consolidated statement of operations.
Revenue recognition
Effective January 1, 2020, the Company adopted ASC Topic 606, Revenue from Contracts with Customers, which replaced ASC Topic 605, using the modified retrospective method of adoption. Results for reporting periods beginning after January 1, 2020 are presented under ASC Topic 606 while prior period amounts are not adjusted and continue to be presented under the Company’s historic accounting under ASC Topic 605. The Company’s accounting for revenue remains substantially unchanged. There were no cumulative effect adjustments for service contracts in place prior to January 1, 2020. The effect from the adoption of ASC Topic 606 was not material to the Company’s unaudited interim condensed consolidated financial statements.
The five-step model defined by ASC Topic 606 requires the Company to:
(1) identify its contracts with customers;
(2) identify its performance obligations under those contracts;
(3) determine the transaction prices of those contracts;
(4) allocate the transaction prices to its performance obligations in those contracts; and
(5) recognize revenue when each performance obligation under those contracts is satisfied. Revenue is recognized when promised services are transferred to the client in an amount that reflects the consideration expected in exchange for those services.
The Company enters into service agreements with its customers that outline the rights, responsibilities, and obligations of each party. The agreements also identify the scope of services, service fees, and payment terms. Agreements are acknowledged and signed by both parties. All the contracts have commercial substance, and it is probable that the Company will collect considerations from its customers for service component.
The Company has utilized the allowable practical expedient in the accounting guidance and elected not to capitalize costs related to obtaining contracts with customers with durations of less than one year. We do not have significant remaining performance obligations.
The Company derives its revenues from three sources: (1) revenue from brokerage services, (2) revenue from emerging and other related services, and (3) revenue from estate management services and other related services.
| 1) | Brokerage services |
The Company earns brokerage services revenue from provision of brokerage and documentation services for buying, selling, and leasing and renting properties. The Company recognizes commission-based brokerage revenue upon closing of a brokerage transaction and concurrently issues invoice. The transaction price is generally calculated by taking the agreed upon commission rate and applying that to the home’s selling price. Brokerage revenue primarily contains a single performance obligation that is satisfied upon the closing of a transaction, at which point the entire transaction price is earned. We are not entitled to any commission until the performance obligation is satisfied and are not owed any commission for unsuccessful transactions, even if services have been provided. The Company is considered to be the principal agent as it has the right to determine the service price and to define the service performance obligations, it has control over services provided and it is fully responsible for fulfilling the agency services pursuant to the housing agency service contracts it signed with the housing customers. Accordingly, the Company accounts for the commissions from these agency service contracts on a gross basis, with any commissions paid to other brokerage firms recorded as a cost of revenue. Typical payment terms set forth in the invoice is within 30 days.
| F-11 |
| 2) | Emerging and other related services |
The Company generates revenues from emerging and other services such as financial services and home renovation and furnishing services. Service fees for emerging and other services are generally recognized as revenues when services are provided.
| 3) | Estate management services and other related services |
Ohmyhome Property Management Pte. Ltd. earns estate management services revenue from Management Corporate Strata Titles (MCSTs) by being appointed as the Managing Agent for the respective estates to provide routine management, administration and secretarial services, accounting and finance management, and the operation and maintenance of the estates. Management believes that the estate management services are integrated services, and it is impractical to assess standalone value to each service; accordingly, the estate management services should be considered as single performance obligation. In consideration of the services provided by the Company, the MCSTs pay a monthly fee to the Company. The contract is a fixed contract with a fixed fee over the contractual period. The monthly management fee of individual estate varies depending on the size of the estates and the scope of the services required. Estate management revenue primarily contains an ongoing performance obligation that is satisfied upon the end of each calendar month, at which point the monthly fee is earned. The revenue is recognized over time based on the fixed contract fee over the contractual period. The Company is considered to be the principal as it has the right to determine the service price and to define the service performance obligations, it has control over services provided and it is fully responsible for fulfilling the estate management services pursuant to the estate management service contracts it signed with the MCSTs. Typical payment terms set forth in the invoice are within 30 days. The Company also generates revenues from other related services such as providing of additional manpower which are usually in ad-hoc basis, certification of documents, disbursements, marketing initiatives and others that to be completed in a short-term period. Service fees for other services are generally recognized at the point in time when services are provided. Typical payment terms set forth in the invoice are within 30 days.
Contract balances
Timing of revenue recognition may differ from the timing of invoicing to customers. For certain services, customers are required to pay before the services are delivered. The Company recognizes a contract asset or a contract liability in the unaudited interim condensed consolidated balance sheets, depending on the relationship between the Group’s performance and the customer’s payment.
The Company classifies its right to consideration in exchange for services transferred to a customer as either a receivable or a contract asset. A receivable is a right to consideration that is unconditional as compared to a contract asset which is a right to consideration that is conditional upon factors other than the passage of time. The Company recognizes accounts receivable in its unaudited condensed consolidated balance sheets when it performs a service in advance of receiving consideration and if it has the unconditional right to receive consideration. The Company did not have any capitalized contract cost as of December 31, 2023 and June 30, 2024.
Contract
liabilities are recognized if the Company receives consideration in advance of performance, which is mainly in relation to emerging and
other services. The Company expects to recognize a significant majority of this balance as revenue over the next 12 months, and the remainder
thereafter. As of December 31, 2023 and June 30, 2024, the contract liabilities of the Company amounted S$
Cost of revenue
Cost of revenue consists primarily of personnel costs (including base pay and benefits), commission fee, property listing fee, referral fee and subcontracting cost.
Advertising expenditures
Advertising
expenditures are expensed as incurred and such expenses were minimal for the periods presented. Advertising expenditures have been included
as part of selling and marketing expenses. For the six months ended June 30, 2023 and 2024, the advertising expense amounted to S$
Technology and development
Technology
and development expenses primarily include personnel costs (including base pay, bonuses, and benefits), platform development, and maintaining
and improving our website and mobile application development costs. We capitalize research and development personnel costs related to
the development of our new proprietary software products and features including HomerAI, MATCH, Digital Experience and others, as well
as acquired carrying value of the proprietary software from the acquisition of Simply Sakal. As of June 30, 2024, research and development
and software and technology, net amounted to S$
Selling and marketing expenses
Selling
and marketing expenses mainly consist of promotion and marketing expenses, media expenses for online and traditional advertising, as
well as labor costs. For the six months ended, 2023 and 2024, the Company’s selling and marketing expenses were S$
| F-12 |
Employee compensation
Singapore
| (1) | Defined contribution plan |
The Company participates in the national pension schemes as defined by the laws of Singapore’s jurisdictions in which it has operations. Contributions to defined contribution pension schemes are recognized as an expense in the period in which the related service is performed.
| (2) | Employees leave entitlement |
Employee entitlements to annual leave are recognized as a liability when they are accrued to the employees. The undiscounted liability for leave expected to be settled wholly within the reporting period.
Malaysia
The full-time employees of the Company are entitled to the government mandated defined contribution plan. The Company is required to accrue and pay for these benefits based on certain percentages of the employees’ respective salaries, subject to certain ceilings, in accordance with the relevant government regulations, and make cash contributions to the government mandated defined contribution plan.
Government Grant
Government grants as compensation for expenses already incurred or for the purpose of giving immediate financial support to the Company during the COVID-19 pandemic. The government evaluates the Company’s eligibility for the grants on a consistent basis, and then makes the payment. Therefore, there are no restrictions on the grants.
Government
grants are recognized when received and all the conditions for their receipt have been met and are recorded as part of Other Income.
The grants received were S$
Segment reporting
ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for detailing the Company’s business segments. 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 (“CODM”) 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 products or services. Based on management’s assessment, the Company has determined that it has two operating segments, which are (i) Brokerage, emerging and another related service; and (ii) Estate management services and other related services in Singapore. All assets of the Company are located in Singapore and all revenue is generated in Singapore.
Information reported internally for performance assessment as follows:
Six months ended June 30, 2024
| Brokerage, emerging and another related service | Estate management services and other related services | Total | Total | |||||||||||||
| S$ | S$ | S$ | US$ | |||||||||||||
| Revenue – external | ||||||||||||||||
| Revenue – related parties | ||||||||||||||||
| Total revenue | ||||||||||||||||
| Total cost of revenue | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gross profit | ||||||||||||||||
| Operating expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Share-based compensation | ||||||||||||||||
| Interest income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ||||||||||
| Government grants | ( | ) | ||||||||||||||
| Foreign exchange gain | ||||||||||||||||
| Other income, net | ||||||||||||||||
| Loss before income tax expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Segment loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total assets | ||||||||||||||||
| Total liabilities | ||||||||||||||||
| Net assets | ( | ) | ||||||||||||||
There was only one segment which is the brokerage, emerging and other related services segment as of June 30, 2023.
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 unaudited interim condensed 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.
| F-13 |
Income taxes
The Company accounts for income taxes in accordance with U.S. GAAP for income taxes. The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred taxes are accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the unaudited interim condensed consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.
An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. No penalties and interest incurred related to underpayment of income tax for the six months ended June 30, 2023 and 2024. The Company had no uncertain tax positions for the six months ended June 30, 2023 and 2024. The Company does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months.
Comprehensive loss
Comprehensive loss consists of two components, net loss and other comprehensive loss. Other comprehensive loss refers to revenues, expenses, gains and losses that under GAAP are recorded as an element of shareholders’ equity but are excluded from net loss. Other comprehensive loss consists of a foreign currency translation adjustment resulting from the Company not using the United States dollar as its functional currencies.
The Company computes loss per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net loss divided by the weighted average ordinary share outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the six months ended June 30, 2023, there were no dilutive shares. For the six months ended June 30, 2024, the total diluted ordinary share was as compared to the basic number of ordinary share issued at as of December 31, 2023.
| F-14 |
Related party transactions
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence, such as a family member or relative, shareholder, or a related corporation.
Commitments and Contingencies
In the normal course of business, the Company is subject to contingencies, including legal proceedings and claims arising out of the 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 has occurred and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments including historical and the specific facts and circumstances of each matter.
Concentration of Risks
Concentration of credit risk
Financial instruments that potentially expose us to concentrations of credit risk consist primarily of cash and cash equivalents and account receivable. The Company place our cash and cash equivalents with financial institutions with high credit ratings and quality.
Accounts receivable primarily comprise of amounts receivable from the service customers. The Company conducts credit evaluations of customers, and generally does not require collateral or other security from our customers. The Company establish an allowance for doubtful accounts primarily based upon the factors surrounding the credit risk of specific customers.
Concentration of customers
As
of June 30, 2024, no customer accounted for
Concentration of vendors
For
the six months ended June 30, 2024, no vendor accounted for more than
For
the year ended December 31, 2023, no vendor accounted for more than
Recently issued accounting pronouncements
The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s unaudited interim condensed consolidated balance sheets, unaudited interim condensed consolidated statements of operations and comprehensive loss and unaudited interim condensed consolidated statements of cash flows.
| F-15 |
Note 4 - Revenues
Effective January 1, 2019, the Company adopted ASC Topic 606, Revenue from Contracts with Customers, which replaced ASC Topic 605, using the modified retrospective method of adoption. Results for reporting periods beginning after January 1, 2019 are presented under ASC Topic 606 while prior period amounts are not adjusted and continue to be presented under the Company’s historic accounting under ASC Topic 605. The Company’s accounting for revenues remains substantially unchanged. There were no cumulative effect adjustments made to the contracts in place prior to January 1, 2019. The effect from the adoption of ASC Topic 606 was not material to the Company’s unaudited interim condensed consolidated financial statements.
Revenues are recognized when control of the promised services and deliverables are transferred to the Company’s Customers in an amount that reflects the consideration to which the Company expects to be entitled to and receive in exchange for services and deliverables rendered.
The following table presents the Company’s revenues disaggregated by service lines for the six months ended June 30, 2023 and 2024:
| For the Six Months Ended June 30, | ||||||||||||
| 2023 | 2024 | 2024 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Operating revenues | ||||||||||||
| - Brokerage services | ||||||||||||
| Independent Third Parties | ||||||||||||
| Related Parties | ||||||||||||
| - Property Management | ||||||||||||
| Independent Third Parties | ||||||||||||
| Related Parties | ||||||||||||
| - Emerging and other services | ||||||||||||
| Independent Third Parties | ||||||||||||
| Related Parties | ||||||||||||
| Total operating revenues | ||||||||||||
The Company elected to utilize practical expedients to exclude from this disclosure the remaining performance obligations that have an original expected duration of one year or less.
| F-16 |
Note 5 – Accounts receivable, net
Accounts receivable, net consist of the following:
| December 31, 2023 | June 30, 2024 | Jue 30, 2024 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Accounts receivable | | |||||||||||
| Less: Allowance for expected credit losses | ( | ) | ( | ) | ( | ) | ||||||
| Total accounts receivable, net | ||||||||||||
Movements of allowance for expected credit losses accounts are as follows:
| December 31, 2023 | June 30, 2024 | June 30, 2024 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Allowance for expected credit losses, beginning balance | | |||||||||||
| Addition | ||||||||||||
| Write-off / recovery | ( | ) | ||||||||||
| Allowance for expected credit losses, ending balance | ||||||||||||
As of the end of each of the financial year, the aging analysis of accounts receivable, net of allowance for expected credit losses accounts, based on the invoice date is as follows:
| December 31, 2023 | June 30, 2024 | June 30, 2024 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Within 30 days | | |||||||||||
| Between 31 and 60 days | ||||||||||||
| Between 61 and 90 days | ||||||||||||
| More than 90 days | ||||||||||||
| Total accounts receivable, net | ||||||||||||
| F-17 |
Note 6 - Deposit for an acquisition
Deposit for an acquisition consist of the following:
| December 31, 2023 | June 30, 2024 | June 30, 2024 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Deposit for an acquisition i | | |||||||||||
| Less: Long term portion | ||||||||||||
| Deposit for an acquisition – current portion | ||||||||||||
| i |
Note 7 – Property and equipment, net
Property and equipment, net consist of the following:
| December 31, 2023 | June 30, 2024 | June 30, 2024 | ||||||||||
| SGD | SGD | USD | ||||||||||
| At cost: | ||||||||||||
| Office furniture and fittings | ||||||||||||
| Office equipment | ||||||||||||
| Leasehold improvements | ||||||||||||
| Total | ||||||||||||
| Accumulated depreciation | ( | ) | ( | ) | ( | ) | ||||||
| Loss of disposal of property and equipment | ||||||||||||
| Property and equipment, net | ||||||||||||
Depreciation
expenses for the years ended December 31, 2023 and for the six months ended June 30, 2024 amounted to S$
| F-18 |
Note 8 - Intangible Assets
Intangible assets, stated at cost less accumulated amortization, consisted of the following:
| December 31, 2023 | June 30, 2024 | June 30, 2024 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Beginning of Period | ||||||||||||
| Customer relationships | ||||||||||||
| Software | ||||||||||||
| Research and development | ||||||||||||
| Less: accumulated amortization | ( | ) | ( | ) | ( | ) | ||||||
| End of Period | ||||||||||||
Estimated amortization expense for each of the next five years:
| $ | ||||
| For the six months ended December 31, 2024 | ( | ) | ||
| For the years ended December 31, 2025 | ( | ) | ||
| 2026 | ( | ) | ||
| 2027 | ( | ) | ||
| 2028 | ( | ) | ||
| ( | ) | |||
Note 9 – Goodwill
Changes in the carrying amount of goodwill were as follows:
| 2023 | 2024 | 2024 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Beginning of year | ||||||||||||
| Acquisition (Note 10) | ||||||||||||
| End of year | ||||||||||||
Impairment
exists when a reporting unit’s carrying value of goodwill exceeds its fair value. At June 30, 2024, the Company’s reporting
unit had positive equity and the Company elected to perform a qualitative assessment to determine if it was more likely than not that
the fair value of the reporting unit exceeded its carrying value, including goodwill. In the qualitative assessment, the Company considers
factors such as macroeconomic conditions, industry and market conditions, overall financial performance related to the operation, consider
plans and strategies of the reporting unit. The qualitative assessment indicated that it was more likely than not that the fair value
of the reporting unit exceeded its carrying value, resulting in
Note 10 – Business combination
On
October 6, 2023, Ohmyhome (BVI), a wholly owned subsidiary of the Company, acquired
On
October 6, 2023, the Company paid the first tranche of the S$
With the acquisition of Simply, Ohmyhome has expanded its services to include property management services, to provide residents of private condominiums and executive condominiums in Singapore with quality estate management services and a technology platform for users to access the services and provide feedback with ease.
Acquisition-related
costs of S$
| F-19 |
Goodwill
of S$
| October 6, 2023 | ||||
| Consideration | SGD | |||
| Cash | ||||
| Equity instruments | ||||
| Consideration payables | ||||
| Fair value of total consideration transferred | ||||
| SGD | ||||
| ASSETS | ||||
| Cash and bank balances | ||||
| Accounts receivable | ||||
| Prepayments | ||||
| Deposits | ||||
| Property and equipment, net | ||||
| Intangible assets | ||||
| Operating lease right-of-use assets, net | ||||
| Other assets | ||||
| Total assets | ||||
| LIABILITIES | ||||
| Accounts payable | ||||
| Accrued liabilities and other payables | ||||
| Bank loans, current portion | ||||
| Operating lease obligation, current | ||||
| Bank loans, non-current portion | ||||
| Total liabilities | ||||
| Total identifiable net assets | ||||
| Intangible asset (customer relationship) | ||||
| Goodwill | ||||
| Fair value of total consideration transferred | ||||
The
fair value of net assets acquired includes fair value adjustments to certain receivables that were not considered impaired as of the
acquisition date. The fair value adjustments were determined using discounted contractual cash flows. However, the Company believes that
all contractual cash flows related to these financial instruments will be collected. As such, these receivables were not considered impaired
at the acquisition date and were not subject to the guidance relating to purchased credit impaired loans, which have shown evidence of
credit deterioration since origination. Receivables acquired that were not subject to these requirements include customer receivables
with a fair value and gross contractual amounts receivable of S$
The following table presents supplemental unaudited pro forma information as if the acquisition had occurred at the beginning of 2023. The pro forma financial information is not necessarily indicative of the results of operations that would have occurred had the transactions been effected on the assumed dates.
| December 31, 2023 | December 31, 2023 | |||||||
| SGD | USD | |||||||
| Revenue | | | ||||||
| Net loss | ( | ) | ( | ) | ||||
| Basic earnings per share | ( | ) | ( | ) | ||||
| Diluted earnings per share | ( | ) | ( | ) | ||||
The Company has one share-based compensation plan as describe below. Total compensation cost that has been charged against income for the plan was S$ (US$) during the year ended December 31, 2023. share-based compensation has been issued for the six months ended June 30, 2024.
Stock Option Plan
In December 2023, the Company adopted the 2023 Equity Incentive Plan (the “2023 Incentive Plan”), for the purpose of granting share-based compensation awards to employees, directors and consultants to incentivize their performance and align their interests with ours. Under the 2023 Incentive Plan, we are authorized to issue an aggregate of ordinary shares. As of the date of this annual report, no ordinary shares have been granted and outstanding, options have been granted and outstanding, of which options were granted to certain of our management members and directors.
The following summarize the terms of the 2023 Incentive Plan.
Types of Awards. The 2023 Incentive Plan permits the awards of options, stock appreciation rights, restricted stock, restricted stock units, stock bonus awards and/or performance compensation awards.
Plan Administration. The 2023 Incentive Plan is administered by the Compensation Committee of the Board or any other committee appointed by the Board to administer this Plan (or if no Committee is appointed, the Board). The plan administrator is entitled to determine the participants who are to receive awards, the number of awards to be granted, and the terms and conditions of each award grant.
Eligibility. Employees, directors and officers and the consultants of our company are eligible to participate pursuant to the terms of the 2023 Incentive Plan.
Conditions of Award. The plan administrator shall determine the participants, types of awards, numbers of shares to be covered by awards, terms and conditions of each award, and provisions with respect to the vesting schedule, settlement, exercise, repurchase, cancellation, forfeiture, restrictions, limitations or suspension of awards.
Term of Award. The term of each award shall be fixed by the administrator and is stated in the award agreement between recipient of an award and us. No award shall be granted under the 2023 Incentive Plan after ten years from the date the 2023 Incentive Plan was approved by the board.
| F-20 |
Vesting Schedule. In general, the plan administrator determines the vesting schedule, which is set forth in the award agreement. Except for has vesting period of year, all option has vested immediately from the date of grant.
Transfer Restrictions. Unless otherwise determined by the administrator of the 2023 Incentive Plan, no award and no right under any such award shall be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order, and shall not be subject to execution, attachment, or similar process.
The fair value of each option award is estimated on the date of grant using a closed form option valuation (Black-Scholes) model that uses the assumptions noted in the table below. Expected volatilities are based on historical volatilities of the Company’s common stock. An illiquidity discount was estimated which takes into account that the options are not transferable. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of the grant.
| 2023 | ||||
| Risk-free interest rate | % | |||
| Illiquidity Discount | % | |||
| Expected stock price volatility | % | |||
| Dividend yield | % | |||
Options Shares | Weighted Average Exercise Price | Weighted Average Remining Contractual Term (Year) | Aggregate Intrinsic Value | |||||||||||||
| USD | USD | |||||||||||||||
| Outstanding at beginning of year | - | - | ||||||||||||||
| Granted | ||||||||||||||||
| Exercised | - | - | - | |||||||||||||
| Forfeited or expired | - | - | ||||||||||||||
| Outstanding at end of year | ||||||||||||||||
| Fully vested and expected to vest | ||||||||||||||||
| Exercisable at end of year of 2023 | ||||||||||||||||
| 2022 | 2023 | 2023 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Intrinsic value of options exercised | ||||||||||||
| Cash received from option exercises | ||||||||||||
| Tax benefit from option exercises | ||||||||||||
| Weighted average fair value of options granted | ||||||||||||
As of December 31, 2023, there was S$ (US$) of total unrecognized compensation cost related to non-vested stock options granted under the 2023 Equity Incentive Plan. The cost is expected to be recognized under a weighted average period of year.
Note 12 – Bank loans
Outstanding balances of bank loans consist of the following:
| Bank Name | Drawn/ Maturities | Interest Rate | Collateral/Guarantee | December 31, 2022 SGD | December 31, 2023 SGD | June 30, 2024 SGD | June 30, 2024 USD | |||||||||||||||||
| CIMB Bank Berhad, Singapore Branch | % | |||||||||||||||||||||||
| DBS Bank Ltd. | % | |||||||||||||||||||||||
| Maybank Singapore Limited | % | |||||||||||||||||||||||
| United Overseas Bank Limited | % | |||||||||||||||||||||||
| ORIX Leasing Singapore Limited | % | |||||||||||||||||||||||
| Total | ||||||||||||||||||||||||
| Bank loans, current portion | ||||||||||||||||||||||||
| Bank loans, non-current portion | ||||||||||||||||||||||||
Interest
expense for the years ended December 31, 2023 and for the six months ended June 30, 2024 amounted to S$
The maturities schedule is as follows:
Twelve months ending June 30,
| SGD | USD | |||||||
| 2025 | ||||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| Total | ||||||||
| F-21 |
Note 13 – Accrued liabilities and other payables
The components of accrued expenses and other payables are as follows:
| December 31, 2023 | June 30, 2024 | June 30, 2024 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Accrued payroll and welfare* | ||||||||||||
| Accrued expenses** | ||||||||||||
| Other payable*** | ||||||||||||
| Total accrued liabilities and other payables | ||||||||||||
| * |
| ** |
| *** |
Note 14 – Related party balances and transactions
Nature of relationships with related parties
| Related parties | Relationship | |
| Ms. Rhonda Wong | Shareholder, Director, Chief Executive Officer | |
Ms. Race Wong |
Shareholder, Director, Chief Operating Officer | |
| Mr. Loh Kim Kang David (“Mr. Loh”) | Shareholder, the Chairman of the board of Directors |
| F-22 |
Related party balances
| Transaction nature | Name | As of December 31, 2023 | As of June 30, 2024 | As of June 30, 2024 | ||||||||||
| SGD | SGD | USD | ||||||||||||
| Amount due from | Anthill Corp | i | i | |||||||||||
| Amount due to | Ms. Wong Wan Chew | ii | iv | |||||||||||
| Amount due to | Ms Wong Wan Pei | iii | iv | |||||||||||
| i |
| ii |
| iii |
| iv |
Related party transactions
| Transaction nature | Name | June 30, 2023 | June 30, 2024 | June 30, 2024 | ||||||||||
| SGD | SGD | USD | ||||||||||||
| Brokerage services provided to | Ms. Rhonda Wong | (1) | (1) | |||||||||||
| Brokerage services provided to | Mr. David Loh | (2) | ||||||||||||
| Emerging and other services to | Mr. David Loh | (3) | ||||||||||||
| Emerging and other services to | Ms. Rhonda Wong | (4) | ||||||||||||
| Emerging and other services to | Ms. Race Wong | (5) | ||||||||||||
| (1) | ||
| (2) |
| (3) |
| (4) |
| (5) |
| F-23 |
Note 15 – Income taxes
Caymans and BVIs
The Company and its subsidiary are domiciled in the Cayman Islands and the British Virgin Islands, respectively. Both localities currently enjoy permanent income tax holidays; accordingly, the Company and Ohmyhome BVI do not accrue income taxes.
Singapore
Ohmyhome
(S), Ohmyhome Renovation Pte Ltd, Ohmyhome Insurance Pte Ltd, Cora Pro Pte Ltd and DreamR Projects Pte. Ltd., Ohmyhome Property Management
Pte. Ltd. are incorporated in Singapore and are subject to Singapore Corporate Tax on the taxable income as reported in its statutory
financial statements adjusted in accordance with relevant Singapore tax laws. The applicable tax rate is
Net operating loss will be carried forward indefinitely under Singapore profits tax regulation. As of December 31, 2021, 2022 and 2023, the Company did not generate net taxable income to utilize net operating loss, which will carry forwards to offset future taxable income.
Malaysia
Ohmyhome
Sdn Bhd and Ohmyhome Realtors Sdn Bhd are subject to Malaysia Corporate Tax on the taxable income as reported in its statutory financial
statements adjusted in accordance with relevant Malaysia tax laws. The standard corporate income tax rate in Malaysia is
The operations in Malaysia incurred cumulative net operating losses which can be carried forward for a maximum period of seven consecutive years to offset future taxable income.
The components of loss before income taxes were comprised of the following:
December 31, 2022 | December 31,2023 | June 30, 2024 | June 30, 2024 | |||||||||||||
| SGD | SGD | SGD | USD | |||||||||||||
| Tax jurisdiction from: | ||||||||||||||||
| Singapore | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Malaysia | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss before income taxes provision | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
The provision for income taxes consisted of the following:
December 31, 2022 | December 31, 2023 | June 30, 2024 | June 30, 2024 | |||||||||||||
| SGD | SGD | SGD | USD | |||||||||||||
| Deferred tax assets: | ||||||||||||||||
| Singapore | ||||||||||||||||
| Malaysia | ||||||||||||||||
| Less: valuation allowance | ||||||||||||||||
| Singapore | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Malaysia | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Deferred tax assets | ||||||||||||||||
| F-24 |
Uncertain tax positions
The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of December 31, 2022, 2023 and June 30, 2024, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur any interest and penalties related to potential underpaid income tax expenses for the years ended December 31, 2021, 2022 and 2023 and also does not anticipate any significant increases or decreases in unrecognized tax benefits in the next 12 months from December 31, 2023.
Note 16 – Equity
Ordinary shares
For the sake of undertaking a public offering of the Company’s ordinary shares, the Company has performed a series of re-organizing transactions resulting in shares of ordinary shares outstanding that have been retroactively restated to the beginning of the first period presented. A further shares were issued by March 23, 2023, and shares were issued on October 6, 2023, resulting in shares of ordinary shares outstanding as at December 31, 2023. The Company only has one single class of ordinary shares that are accounted for as permanent equity.
On February 16, 2024, additional ordinary shares were issued in a public offering. Additionally, ordinary shares were issued as a result of exercise of employee share options. As of June 30, 2024, total shares outstanding was ordinary shares.
Note 17 – Commitment and Contingencies
Lease commitments
The Company determines if a contract contains a lease at inception. US GAAP requires that the Company’s leases be evaluated and classified as operating or finance leases for financial reporting purposes. The classification evaluation begins at the commencement date and the lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option which results in an economic penalty.
| F-25 |
The Company has two property lease agreements with lease terms ranging for one year and two years, respectively. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Upon adoption of ASU 2016-02, no right-of-use (“ROU”) assets nor lease liability was recorded for the lease with a lease term with one year.
For
the years ended December 31, 2021, 2022 and 2023, there were
The Company’s commitment for minimum lease payments under the operating lease that is within twelve months as of June 30, 2024 as follow:
| Twelve months ending June 30, | Minimum lease payment | |||
| 2025 | ||||
| 2026 | ||||
| Total future lease payment | ||||
| Amount representing interest | ( | ) | ||
| Present value of operating lease liabilities | ||||
| Less: current portion | ( | ) | ||
| Long-term portion | ||||
The following summarizes other supplemental information about the Company’s operating lease as of June 30, 2024:
| Weighted average discount rate | % | |||
| Weighted average remaining lease term (years) |
Note 18 – Subsequent events
The Company has assessed all events from June 30, 2024, up through September 25, 2024 which is the date that these unaudited interim condensed consolidated financial statements are available to be issued.
On September 9, 2024, Ms. Rhonda Wong and Ms. Race Wong (“Withholding Directors”) has entered into Compensation Settlement Agreements to settle the outstanding amount of salaries due for the period from January to August 2024 via issuance of ordinary shares to each of the Withholding Directors.
Aside to this, there are no material subsequent events that require disclosure in these consolidated financial statements.
| F-26 |