UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2024
Commission File Number: 001-42305
SPRINGVIEW HOLDINGS LTD
203 Henderson Road
#06-01
Henderson Industrial Park
Singapore 159546
+65 6271 2282
(Address of principal executive offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒
Form 40-F ☐
Indicate by check mark whether the registrant
by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b)
under the Securities Exchange Act of 1934:
Yes ☐
No ☒
If “Yes” is marked, indicate below
the file number assigned to the registrant in connection with Rule 12g3-2(b):
EXHIBIT INDEX
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, thereunto duly authorized.
|
Springview Holdings Ltd |
|
|
|
Date: October 29, 2024 |
By: |
/s/ Zhuo Wang |
|
Name: |
Zhuo Wang |
|
Title: |
Chairman and Chief Executive Officer |
2
Exhibit 99.1
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This management’s discussion and analysis
is designed to provide you with a narrative explanation of our financial condition and results of operations for the six months ended
June 30, 2023 and 2024. This section should be read in conjunction with our unaudited condensed consolidated financial statements
and the related notes included elsewhere in this interim report. We also recommend that you read our management’s discussion and analysis
and our audited consolidated financial statements for fiscal year 2023, and the notes thereto, which appear in our Prospectus for
the year ended December 31, 2023, filed with the U.S. Securities and Exchange Commission, or the SEC, on October 17, 2024.
In this report, as used herein, and unless
the context suggests otherwise, the terms “Springview,” “Company,” “we,” “us” or “ours”
refer to the combined business of SpringView Holdings Ltd and its subsidiaries and other consolidated entities. References to “dollar”
and “US$” are to U.S. dollars, the lawful currency of the United States. References to “S$” are to Singapore dollars,
the lawful currency of Singapore. References to “SEC” are to the Securities and Exchange Commission.
All such financial statements were prepared
in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. We have made rounding adjustments to some
of the figures included in this management’s discussion and analysis. Accordingly, numerical figures shown as totals in some tables
may not be an arithmetic aggregation of the figures that precede them. This discussion contains forward-looking statements that involve
risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements
as a result of various factors.
Overview
Our company, through our indirect wholly owned
subsidiary, Springview Enterprises Pte. Ltd. (“Springview Singapore”) designs and constructs residential and commercial buildings
in Singapore.
Our projects cover four main types of work: (i) new
construction, (ii) reconstruction, (iii) additions and alterations (A&A), and (iv) other general contracting services.
For new construction, an existing house will be demolished and a new house will be rebuilt. Our reconstruction work involves replacement
of a substantial part of a house. For A&A work, we focus on minor modifications to existing structures within an existing building’s
requirements. We also provide other general contracting services, such as renovation and design consultation for our customers. Through
conversations with our clients to understand their vision and budget constraints, we assist them in developing a feasible design concept.
Our projects are carried out in either (a) design
and build mode or (b) construction mode. When we play a design and build role, we provide design input and also serve as the main
contractor. For construction mode, we act only in the role of a contractor. For the design and build role, we collaborate with associated
architectural firms to deliver tailored solutions consisting of conceptualized design drawings and detailed implementation plans which
we then execute with the joint efforts of our experienced design team and construction team. For the contractor role, we provide our customers
with quality construction work based on our team’s experience and existing relationships with architects and subcontractors.
With a considerable operating history dating back
to 2002, we believe we have established a positive reputation in the busy Singapore real estate development market through customer relationships,
leading to referrals from existing customers. Our operations team manages inquiries and feedback, working with subcontractors to address
any issues that arise in our projects. We believe that effective communication through phone calls and instant messaging ensures quick
issue resolution. In turn, we believe that our commitment to high-quality services and addressing customer feedback is vital for expanding
our market share and ensuring overall business success of our company.
Factors Affecting Our Financial Condition and
Results of Operations
Our results of operations have been and will continue
to be affected by several factors, including those set out below:
We operate in a highly competitive industry
and our competitors may be more successful in securing contracts
We face significant competition within the construction
industry and certain of our competitors may have greater financial resources and manpower, stronger track record and more established
reputation in the market that provide them with advantage in sourcing for new customers and business opportunities. Additionally, our
competitors may be aggressive in their pricing policies or offer additional services to secure contracts in tenders that we participate
in. We believe that we have developed a well-regarded reputation and notable branding in the market for completing high quality projects,
and coupled with the strong relationships that we have nurtured and maintained with our customers, sub-contractors, suppliers and external
consultants, all of which serve as reliable sources of new project referrals, will allow us to maintain our competitiveness in the market
and acquire new customers effectively. However, if we are unable to maintain our reputation in delivering high quality projects in a timely
manner to the satisfaction of our customers, we might not compete successfully with our competitors and may adversely affect our business
and results of operations.
Our revenue and profitability are unpredictable
due to the nature of our business
Revenue from our construction projects is non-recurring
in nature and on a project-by-project basis, which results in unpredictability in our revenue and profitability from period to period.
We recognize revenue from ongoing contracts based on percentage of work performed, and certain ongoing contracts may last for more than
a year and the revenue from such projects may be recognized across financial years. The revenue and profitability recorded for a
financial period may fluctuate depending on the stage of completion for our ongoing contracts and thus the short-term results of operations
may not be indicative of future financial performance and prospects of our business. We are constantly active in building our contract
pipeline via participation in tenders and seeking referrals from various channels in order to secure new contracts and achieve growth
in revenue. However, there is no assurance that we are able to successfully secure new projects to replace completed projects, or continually
secure projects that have a higher or comparable contract values and margins, which may materially and adversely affect our business and
results of operations.
We generally depend on our subcontractors
and suppliers to perform their obligations in order to bring our projects to completion and meet our customers’ requirements
The provision of construction services is highly
demanding and requires our company to effectively co-ordinate and leverage both internal and external resources, the latter mainly involving
subcontractors and suppliers. We are dependent on our subcontractors and suppliers to deliver quality product or services that we engage
them for, such as supply of building materials and ventilation work, in order to fulfil our own contractual obligations to the customers
in delivering completed projects based on the contracted scope of work and design. While we have developed and maintained strong relationships
and rapport with several trusted suppliers and subcontractors that have been providing us with quality products and services in a timely
manner, there is no assurance that they will continue to render products and services that meet our requirements in terms of quality and
timing in the future. Further, despite our company’s best effort in screening the subcontractors that we engage for our projects
for their competency based on several factors including track record, reputation, and price competitiveness, we bear certain risks associated
with subpar or nonperformance by our subcontractors as the subcontractors do not have a direct contractual relationships with our customers,
Moreover, we do not have any long-term agreements with our subcontractors or suppliers, and hence we cannot be assured that we can procure
similar arrangements from our existing subcontractors or suppliers at a reasonable rate that meets our budget, or that we can successfully
engage with alternative providers if such events do occur, which may result in our business and results of operations being materially
and adversely impacted.
We are subject to several macro-economic,
regulatory, social and other factors which are beyond our control
We operate within Singapore’s construction
and major A&A industry and are affected by several factors including macro-economic, regulatory, social and political conditions which
are beyond our company’s control. We depend on Singapore to continue to be a stable and attractive country for residency purposes
as majority of our customers are residential homeowners seeking to build properties that fit their aspirations. The growth of our target
customer segment in Singapore may be influenced by the country’s political and social stability, key policies and regulations related
to taxation and immigration as well as overall business and market sentiment, all of which are beyond our control. Additionally, our business
is also affected by inflation and interest rate environment. As of the date of this prospectus, we have witnessed the impact of inflation
on our operations. For example, we have seen a rise in the prices of our construction materials and in the wages of our laborers as a
result of inflation. In the event of heavier inflationary pressure in the future, our project costs could be elevated even further. There
is no guarantee that we will be able to efficiently pass on the resulting rise in such costs to our customers. An increase in interest
rates may also result in a higher borrowing cost for our business. There can be no guarantee that any of these factors beyond our control
will not develop in a manner that may have an adverse and material effect on our business operations in the future.
Results of Operations
For
the six months ended June 30, 2023 and 2024
The
following tables set forth a summary of our unaudited condensed consolidated results of operations, in absolute amount and as a percentage
of our net revenues for the six months ended June 30, 2023 and 2024. This information should be read together with our unaudited
condensed consolidated financial statements and related notes. The results of operations in any period are not necessarily indicative
of the results that may be expected for any future period.
| |
For the six months ended June 30, | |
| |
2023 | | |
2024 | | |
2024 | | |
Variance | |
| |
S$ | | |
S$ | | |
US$ | | |
S$ | | |
% | |
Revenue | |
| 3,203,460 | | |
| 4,961,318 | | |
| 3,657,710 | | |
| 1,757,858 | | |
| 47.0 | |
Revenue from a related party | |
| 171,467 | | |
| - | | |
| - | | |
| (171,467 | ) | |
| (100 | ) |
Total Revenue | |
| 3,374,927 | | |
| 4,961,318 | | |
| 3,657,710 | | |
| 1,586,391 | | |
| 47.0 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Cost of revenue | |
| (2,314,210 | ) | |
| (3,632,390 | ) | |
| (2,677,964 | ) | |
| (1,318,180 | ) | |
| 46.6 | |
Cost of revenue from a related party | |
| (163,302 | ) | |
| - | | |
| - | | |
| 163,302 | | |
| (100 | ) |
Total Cost of revenue | |
| (2,477,512 | ) | |
| (3,632,390 | ) | |
| (2,677,964 | ) | |
| (1,154,878 | ) | |
| 46.6 | |
Gross profit | |
| 897,415 | | |
| 1,328,928 | | |
| 979,746 | | |
| 431,513 | | |
| 48.1 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Operating expenses | |
| | | |
| | | |
| | | |
| | | |
| | |
General and administrative expenses | |
| (571,789 | ) | |
| (954,366 | ) | |
| (703,602 | ) | |
| (382,577 | ) | |
| 66.9 | |
Total operating expenses | |
| (571,789 | ) | |
| (954,366 | ) | |
| (703,602 | ) | |
| (382,577 | ) | |
| 66.9 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Income from operations | |
| 325,626 | | |
| 374,562 | | |
| 276,144 | | |
| 48,936 | | |
| 15 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Other income (expenses) | |
| | | |
| | | |
| | | |
| | | |
| | |
Interest expenses, net | |
| (28,309 | ) | |
| (53,874 | ) | |
| (39,718 | ) | |
| (25,565 | ) | |
| 90.3 | |
Other income | |
| 3,570 | | |
| 2,789 | | |
| 2,056 | | |
| (781 | ) | |
| (21.9) | |
Total other expense,
net | |
| (24,739 | ) | |
| (51,085 | ) | |
| (37,662 | ) | |
| (26,346 | ) | |
| 106.5 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Income before income taxes | |
| 300,887 | | |
| 323,477 | | |
| 238,482 | | |
| (388,774 | ) | |
| 7.5 | |
Income tax expenses | |
| (35,128 | ) | |
| (76,053 | ) | |
| (56,070 | ) | |
| (40,925 | ) | |
| 116.5 | |
Net income | |
| 265,759 | | |
| 247,424 | | |
| 182,412 | | |
| (18,335 | ) | |
| (6.9) | |
Comprehensive income | |
| 265,759 | | |
| 247,424 | | |
| 182,412 | | |
| (18,335 | ) | |
| (6.9 | ) |
Comparison of six months ended June 30,
2023 and 2024
Revenue
We generate revenue mainly from construction projects
with the following major categories of work: (i) new construction, (ii) reconstruction, (iii) Addition & Alterations
(A&A), and (iv) other general contracting services, such as renovation and design consultation. Due to our business nature, the
majority of our revenue is driven by standalone projects with varying contract sizes on a non-recurring basis. We recognize revenue from
our construction projects over time and referencing the stage of completion via input method, which is based on our actual costs incurred
for the project during the period relative to the total estimated costs for the project.
The following table sets forth our revenue by
revenue categories for the periods indicated.
| |
For the six months ended June 30, | |
| |
2023 | | |
2024 | | |
2024 | | |
Variances | |
| |
S$ | | |
S$ | | |
US$ | | |
S$ | | |
% | |
New construction | |
| 1,061,220 | | |
| 4,734,096 | | |
| 3,490,192 | | |
| 3,672,876 | | |
| 346 | |
Reconstruction | |
| 835,098 | | |
| - | | |
| - | | |
| (835,098 | ) | |
| (100 | ) |
A&A | |
| 1,031,272 | | |
| 227,222 | | |
| 167,518 | | |
| (804,050 | ) | |
| (78 | ) |
Other general contracting services | |
| 447,337 | | |
| - | | |
| - | | |
| (447,337 | ) | |
| (100 | ) |
Total revenue | |
| 3,374,927 | | |
| 4,961,318 | | |
| 3,657,710 | | |
| 1,586,391 | | |
| 47 | |
During the six months ended June 30, 2023, and
2024, projects involving new construction work accounted for the largest proportion of our revenue generated for the periods, representing
approximately 31.4% and 95.4% of the total revenue, respectively. Revenue from reconstruction work accounted for approximately 24.7% and
0% of the total revenue for the six months ended June 30, 2023 and 2024, respectively, while revenue from A&A work accounted for approximately
30.6% and 4.6% of the total revenue, respectively.
Our
total revenue increased by S$1,586,391, or 47.0%, from S$3,374,927 for the six months ended June 30, 2023, to S$4,961,318 ($3,657,710)
for the six months ended June 30, 2024. This increase is primarily driven by an increase in revenue recognized from new construction
work of S$3,672,875, or 346%, from S$1,061,220 for the six months ended June 30, 2023 to S$4,734,096 ($3,490,192) for the six months
ended June 30, 2024. This substantial increase is primarily attributed to two factors: First, we initiated a major new construction project
with a contract sum of S$2.9 million in the first two quarters of 2024, which generated approximately S$0.9 million in revenue. Second,
we ramped up work on three existing sizeable projects that started in the second half of 2023. These projects are worth up to S$7.4 million
in total, with S$3.2 million revenue recognized in the first half of 2024.
Revenue recognized from reconstruction work declined
by S$835,098, or 100%, from S$835,098 for the six months ended June 30, 2023 to S$0 ($0) for the six months ended June 30, 2024. This
decline resulted from the completion of the last project in August and November 2023, with no new reconstruction projects initiated in
the subsequent period. Similarly, revenue recognized from A&A work declined by S$804,050 or 78%, from S$1,031,272 for the six months
ended June 30, 2023 to S$227,222 ($167,518) for the six months ended June 30, 2024, due to more work was performed in the earlier period
with two major projects done to near completion in December 2023, and no new A&A work initiated in the subsequent period. Additionally,
our other general contracting services also decreased by 447,337, or 100%, from S$447,337 for the six months ended June 30, 2023 to S$0
(US$0) for the six months ended June 30, 2024, primarily due to the absence of new design consultancy services in the first two quarters
of 2024.
| |
For the six months ended June 30, | |
| |
2023 | | |
2024 | | |
2024 | | |
Variances | |
| |
S$ | | |
S$ | | |
US$ | | |
S$ | | |
% | |
Commercial customers | |
| 1,223,723 | | |
| - | | |
| - | | |
| (1,223,723 | ) | |
| (100 | ) |
Residential customers | |
| 2,151,204 | | |
| 4,961,318 | | |
| 3,657,710 | | |
| 2,810,114 | | |
| 130.6 | |
Total revenue | |
| 3,374,927 | | |
| 4,961,318 | | |
| 3,657,710 | | |
| 1,586,391 | | |
| 47.0 | |
All of our revenue is derived from projects contracted
with residential customers for the six months ended June 30, 2024. Revenue from commercial customers decreased by S$1,223,723, or 100%
from S$1,223,723 for the six months ended June 30, 2023 to nil for the six months ended June 30, 2024. This decrease is primarily due
to no revenue being recognized for this project in the first half of 2024, and the absence of design consultancy services during this
period. Revenue from residential customers increased by S$2,810,114, or 130.6% from S$2,151,204 for the six months ended June 30, 2023
to S$4,951,318 for the six months ended June 30, 2024. This increase is primarily due to more revenue being recognized for the new construction
projects in the first half of 2024.
Cost of revenue
| |
For the six months ended June 30, | |
| |
2023 | | |
2024 | | |
2024 | | |
Variances | |
| |
S$ | | |
S$ | | |
US$ | | |
S$ | | |
% | |
Subcontracting costs | |
| 860,651 | | |
| 1,669,193 | | |
| 1,230,605 | | |
| 808,542 | | |
| 93.9 | |
Material costs | |
| 642,743 | | |
| 782,421 | | |
| 576,836 | | |
| 139,678 | | |
| 21.7 | |
Labor costs | |
| 522,256 | | |
| 661,511 | | |
| 487,696 | | |
| 139,255 | | |
| 26.7 | |
Equipment rental and site costs | |
| 144,526 | | |
| 179,074 | | |
| 132,022 | | |
| 34,548 | | |
| 23.9 | |
Other direct costs | |
| 307,336 | | |
| 340,191 | | |
| 250,805 | | |
| 32,855 | | |
| 10.7 | |
Total cost of revenue | |
| 2,477,512 | | |
| 3,632,390 | | |
| 2,677,964 | | |
| 1,154,878 | | |
| 46.6 | |
The cost of revenue primarily consisted of subcontracting
costs, material costs, labor costs, equipment rental and site costs and other direct costs incurred in contract performance. The total
cost of revenue increased by S$1,154,878, or 46.6%, from S$2,477,512 for the six months ended June 30, 2023, to S$3,632,390 ($2,677,964)
for the six months ended June 30, 2024. The approximately 93.9% overall increase in cost of revenue was in line with our increase in revenue,
and primarily driven by a higher subcontracting cost incurred, which increased by S$ 808,542, or 93.9%, from S$860,651 for the six months
ended June 30, 2023 to S$1,669,193 ($1,230,605) for the six months ended June 30, 2024. This increase was primarily driven by our strategic
decision to secure and execute larger projects, which necessitated higher engagement with subcontractors. The larger projects with higher
contract sums required more specialized subcontractor services, resulting in a significant increase in subcontracting expenses.
On the other hand, material costs showed a modest
increase, rising by S$139,678, from S$642,743 to S$782,421 ($576,836). This 21.7% increase can be attributed to the procurement of higher-quality
materials to meet the specifications of our larger projects, although the increase was contained through better pricing negotiations with
suppliers. Labor costs increased by S$139,255, from S$522,256 to S$661,511 ($487,696), reflecting a 26.7% increment. This increase was
largely due to higher number of workers. Lastly, equipment rental and site costs also rose slightly by S$34,548, from S$144,526 to S$179,074
($34,548), representing an 23.9% increment, driven by the need for additional equipment to support our expanding project portfolio. These
increases reflect our strategic investments in quality materials, skilled labor, and necessary equipment to meet project demands.
Gross Profit
For the six months ended June 30, 2023 and 2024,
our gross profits were S$897,415 and S$1,328,928 ($979,746), respectively, and our gross profit margins were approximately 26.6% and 26.8%,
respectively. Our gross profit increased by S$431,513, or approximately 48.1% primarily due to the significant increase in revenue recognized
due to the larger projects that we worked on for the six months ended June 30, 2024.
General and Administrative Expenses
The following table sets forth a breakdown of
our general and administrative expenses for the periods indicated.
| |
For the six months ended June 30, | |
| |
2023 | | |
2024 | | |
2024 | | |
Variances | |
| |
S$ | | |
S$ | | |
US$ | | |
S$ | | |
% | |
Staff expenses | |
| 339,352 | | |
| 379,607 | | |
| 279,864 | | |
| 40,255 | | |
| 11.9 | |
Depreciation and amortization | |
| 32,826 | | |
| 14,049 | | |
| 10,358 | | |
| (18,777 | ) | |
| (57.2 | ) |
Lease expenses | |
| 63,916 | | |
| 79,916 | | |
| 58,918 | | |
| 16,000 | | |
| 25.0 | |
Medical and insurance expenses | |
| 35,353 | | |
| 32,064 | | |
| 23,639 | | |
| (3,289 | ) | |
| (9.3 | ) |
Transport and entertainment | |
| 41,252 | | |
| 40,792 | | |
| 30,074 | | |
| (460 | ) | |
| (1.1 | ) |
Professional fees | |
| 12,300 | | |
| 365,297 | | |
| 269,314 | | |
| 352,997 | | |
| 2,869.9 | |
Provision for fines and charges | |
| - | | |
| 15,225 | | |
| 11,225 | | |
| 15,225 | | |
| 100 | |
Other miscellaneous expenses | |
| 46,790 | | |
| 27,416 | | |
| 20,210 | | |
| (19,374 | ) | |
| (41.4 | ) |
General and administrative expenses | |
| 571,789 | | |
| 954,366 | | |
| 703,602 | | |
| 382,577 | | |
| 66.9 | |
General
and administrative expenses consisted primarily of staff expenses, depreciation and amortization, operating lease expenses, medical and
insurance, transport and entertainment, professional fees, provision for fines and charges and other miscellaneous expenses. General
and administrative expenses increased by S$382,577 or approximately 66.9%, from S$571,798 for the six months ended June 30, 2023, to
S$954,366 ($703,602) for the six months ended June 30, 2024, mainly due to an increase in professional fees resulted from incurrence
of accounting, auditing in connection with the preparation and audit of financial
statements under US GAAP. Additionally, staff expenses increased by S$40,255, or approximately 11.9%, from S$339,352 to S$379,607 ($279,864),
mainly due to the increased number of employees from 63 to 74 to support our business and operation expansion. Lease expenses increased
by S$16,000 or approximately 25.0% from S$63,916 to S$79,916 ($58,918) due to the new staff accommodation.
Interest Expenses, Net
Interest expenses, net mainly included accrued
interest from loans and borrowings, lease liabilities and amount due to a related party. Interest expenses, net increased by S$25,565,
or approximately 90.3% from S$28,309 for the six months ended June 30, 2023, to S$53,874 ($39,718) for the six months ended June 30, 2024.
The increase was mainly due to an increased in amount borrowed from loans and borrowings from S$28,309 for the six months ended June 30,
2023 to S$49,015 (US$36,136) for the six months ended June 30, 2024
Other Income
Other income primarily consisted of government
grants and other miscellaneous income. Other income decreased by S$781 or approximately 21.9% from S$3,570 for the six months ended June
30, 2023, to S$2,789 (US$2,056) for the six months ended June 30, 2024. This decline was primarily due to a reduction in government support.
Income Tax Expense
Our income tax expenses were S$35,128 and S$76,053
($56,070) for the six months ended June 30, 2023 and 2024, respectively. We incurred higher income tax expenses for the six months ended
June 30, 2024 which is in line with our higher income before income taxes provision resulting primarily from higher revenue and gross
profit recognized for the period.
Net Income
As a result of the foregoing, our profit for the
year decreased by S$18,335, or approximately 6.9%, from S$265,759 for the six months ended June 30, 2023, to S$247,424 ($182,412) for
the six months ended June 30, 2024.
Earnings Per Share
Our earnings per share decreased by approximately
S$0.002, or 19.4%, from approximately S$0.013 for the six months ended June 30, 2023 to approximately S$0.012 ($0.009) for the six months
ended June 30, 2024. The computation of earnings per share is based on 20,000,000 of the total issued and outstanding shares of our Class A
Shares and Class B Shares, retrospectively after a reorganization of our company.
Liquidity and Capital Resources
As of December 31, 2023 and June 30, 2024,
our cash balances amounted to approximately S698,106 and S$153,914 ($113,472), respectively, and our current assets were S$6,048,082 and
S$5,590,235 ($4,121,377), respectively, and our current liabilities were S$3,363,968 and S$2,966,337 ($2,186,919), respectively. For the
six months ended June 30, 2023 and 2024, we generated profit of S$265,759 and S$247,424 ($182,412), respectively.
On October 17, 2024, we completed the initial
public offering (the “IPO”) by issuing 1,500,000 Class A Ordinary Shares at a public offering price of $4.00 per share, for
aggregate gross proceeds of approximately $6.0 million. The net proceeds to the Company from the IPO, after deducting the underwriting
discount, the underwriters’ fees and expenses, and the Company’s estimated offering expenses, were approximately $5.2 million.
Cash Flows Analysis
For the six months ended June 30, 2024 and
2023
The following table sets forth a summary of our
cash flows for the periods indicated.
| |
For the six months ended June 30, | |
| |
2023 | | |
2024 | | |
2024 | |
| |
S$ | | |
S$ | | |
US$ | |
Net cash used in operating activities | |
| (106,977 | ) | |
| (186,104 | ) | |
| (137,205 | ) |
Net cash provided by investing activities | |
| - | | |
| - | | |
| - | |
Net cash used in financing activities | |
| (127,032 | ) | |
| (358,088 | ) | |
| (263,999 | ) |
Net changes in cash | |
| (234,009 | ) | |
| (544,192 | ) | |
| (401,204 | ) |
Cash at the beginning of the period | |
| 348,685 | | |
| 698,106 | | |
| 514,676 | |
Cash at the end of the period | |
| 114,676 | | |
| 153,914 | | |
| 113,472 | |
Operating Activities
Changes in cash flow from operating activities
from the six months ended June 30, 2023 to the month ended June 30, 2024
We had net cash used in operating activities of
S$186,104 ($137,205) for the six months ended June 30, 2024, compared to net cash used in operating activities of S$106,977 for the six
months ended June 30, 2023. The increase in cash flow used in operating activities for six months ended June 30, 2024, is primarily a
result of:
| (1) | a decrease in net income of S$51,483 mainly due to an increase
in professional fees resulted from incurrence of accounting, auditing and legal fees in connection to our preparation of an initial public
offering; and |
| (2) | a decrease in accounts receivable of S$291,713 ($215,065)
for the six months ended June 30, 2024, as compared to an increase in accounts receivable of S$136,972 for the six months ended June
30, 2023, mainly due to most accounts receivables being collected as of June 30, 2024 and |
| (3) | an increase in contract assets of S$483,734 ($356,631) for
the six months ended June 30, 2024, as compared to an increase in contract assets of S$163,925 for the six months ended June 30, 2023,
as more work was performed for the latter period resulting in higher amount of revenue recognized but has yet to be billed to the customers;
and |
| (4) | partially offset by a decrease in accounts payable of S$725,371
($534,777) for the six months ended June 30, 2024, as compared to a decrease in accounts payable of S$402,477 for the six months ended
June 30, 2023, as the Company settled more accounts payable during the six months ended June 30, 2024 since the payment due dates has
been arrived. |
Investing Activities
For the six months ended June 30, 2023 and 2024,
no investing activities occurred.
Financing Activities
For the six months ended June 30, 2023, net cash
used in financing activities was S$127,032 which was primarily consisted of proceeds from loans and borrowings of S$300,000 and offset
by repayment of loans and borrowings of S$195,589, repayment of amount due to a related party of S$202,715 and payment for finance lease
obligations of S$28,728.
For the six months ended June 30, 2024, net cash
provided by financing activities was S$358,089 ($263,999) which was primarily consisted of consisted of proceeds from loans and borrowings
of S$319,713 ($235,708) and offset by repayment of loans and borrowings of S$233,756 ($172,336) and payment of offering cost of S$435,297
($320,921).
Contingencies
In the normal course of business, our 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. Our company recognizes its 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. Our company may consider many factors in making these assessments
including historical and the specific facts and circumstances of each matter.
As of June 30, 2024 and December 31, 2023,
our company is subject to legal proceeding from a charge by Ministry of Manpower for an offence under Section 12(1) of the Workplace
Safety and Health Act for failure to take measure to ensure the safety of its employees at work in one of its construction projects in
2019 which resulted in injuries to one worker and one fatality. Our company has claimed trial to this charge. For the same incident, our
company was also charged under Section 5 of the Building Control Act for carrying out building work that was not approved by the
Commissioner of Building Control. Additionally, our company is also subject to a claim from an employee of a subcontractor for a construction
project for damages arising out of injuries and loss suffered as a result of work accident at the project site. The claimant seeks to
hold our company and the subcontractor jointly and severally liable for the claim.
As of June 30, 2024 and December 31, 2023,
our company’s accrued provision for the legal proceedings was S$385,000 ($283,840) and $385,000, respectively. For the six months
ended June 30, 2023 and 2024, our company’s provision for estimated litigation loss was nil and nil, respectively
Capital Expenditures
No capital expenditures were incurred for the
six months ended June 30, 2023 and 2024, as there were no purchases of property, plant, or equipment.
Off-Balance Sheet Commitments and Arrangements
We have not entered into any off-balance sheet
financial guarantees or other off-balance sheet commitments to guarantee the payment obligations of any third parties. We have not entered
into any derivative contracts that are indexed to our shares and classified as shareholder’s deficit/(equity) or that are not reflected
in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an
unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in
any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product
development services with us.
Contractual Obligations
For the six months ended June 30, 2024
The following table sets forth certain contractual
obligations as of June 30, 2024 and the timing and effect that such obligations are expected to have on our liquidity and capital requirements
in future periods:
As of June 30, | |
2025 | | |
2026 | | |
2027 | | |
2028 | | |
2029 | | |
Total | | |
Total | |
| |
S$ | | |
S$ | | |
S$ | | |
S$ | | |
S$ | | |
S$ | | |
US$ | |
Financial liabilities | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Loans and borrowings | |
| 411,477 | | |
| 264,951 | | |
| 256,713 | | |
| 225,720 | | |
| 32,266 | | |
| 1,191,127 | | |
| 878,153 | |
Operating lease obligations | |
| 161,388 | | |
| 41,803 | | |
| 20,000 | | |
| - | | |
| - | | |
| 223,191 | | |
| 164,547 | |
Finance lease obligations | |
| 50,172 | | |
| 50,172 | | |
| 34,454 | | |
| 22,494 | | |
| 2,449 | | |
| 159,741 | | |
| 117,768 | |
Total contractual obligations | |
| 623,037 | | |
| 356,926 | | |
| 311,167 | | |
| 248,214 | | |
| 34,715 | | |
| 1,574,059 | | |
| 1,160,468 | |
Concentration of Credit Risk
Financial instruments that potentially subject
our company to the concentration of credit risks consist of cash, accounts receivable and amounts due from a related party. The maximum
exposures of such assets to credit risks are their carrying amounts as of the balance sheet dates. Our company deposits its cash with
financial institutions located in Singapore. As of December 31, 2023 and June 30, 2024, S$698,106 and S$153,914 ($113,472) were deposited
with financial institutions located in Singapore. The Deposit Protection Scheme introduced by the Singapore Government insured each depositor
at one bank for a maximum amount of S$75,000. Our company believes that no significant credit risk exists as these financial institutions
have high credit quality and our company has not incurred any losses related to such deposits.
For the credit risk related to accounts receivable,
our company performs periodic credit evaluations of its customers’ financial condition and generally does not require collateral.
Our company determines its allowance for credit losses for account receivable using an aging schedule. Our company estimates the credit
loss rates based on historical loss information, aging of receivables and management’s judgements, including current and reasonable
and supportable forecasted economic conditions compared to the economic conditions using the historical information. The management believes
that its contract acceptance, billing and collection policies are adequate in minimizing material credit risk. Application of progress
payment of contract work is made on a regular basis. Our company seeks to maintain strict control over its outstanding receivables.
Credit risk on amounts due from a related party
is not significant as the timing of payment is controlled by common director and shareholders taking into account cash flow requirements
of our company and there has been no significant increase in the risk of default nor impairment recognized on the amounts due from a related
party since initial recognition.
Currency risk
Our company’s operating activities are transacted
in S$. Foreign exchange risk may arise from future commercial transactions, and from fluctuations and the degree of volatility of foreign
exchange rates between $ and S$.
Concentration of Customers
For the six months ended June 30, 2023, four customers
accounted for approximately 23%, 18%, 17% and 16% of the company’s total revenue. For the six months ended June 30, 2024, four customers
accounted for approximately 28%, 24%, 18% and 13% of the company’s total revenue.
As of December 31, 2023, three customers accounted
for approximately 12%, 23% and 65% of the total accounts receivable. As of June 30, 2024, three customers accounted for approximately
45%, 44% and 11% of the total accounts receivable.
Concentration of Vendors
For the six months ended June 30, 2023 and 2024,
our company did not have significant suppliers or subcontractors accounting for more than 10% of total purchases.
The table below sets out the suppliers or subcontractors
who accounted for 10% or more of our company’s total accounts payable as of December 31, 2023 and June 30, 2024.
| |
| |
Percentage of accounts payable (%) | |
Name of Supplier/Subcontractor | |
Products/services supplied | |
As of December 31,
2023 | | |
As of June 30, 2024 | |
Subcontractor A | |
Subcontract service | |
| 18 | | |
| 27 | |
Subcontractor D | |
Subcontract service | |
| 11 | | |
| 3 | |
Critical Accounting Policies and Use of Estimates
Our consolidated financial statements included
elsewhere in this prospectus have been prepared in accordance with accounting principles generally accepted in the United States
of America (“U.S. GAAP”).
The preparation of consolidated financial statements
in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and the reported
amounts of revenues and expenses during the periods presented. Out of our significant accounting policies, which are described in Note 3
— Summary of Significant Accounting Policies of our consolidated financial statements included elsewhere in this Form F-1,
certain accounting policies are deemed “critical”, as they require management’s highest degree of judgement, estimates
and assumptions. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable. Authoritative
pronouncements, historical experience and information, information that is currently available to our company and assumptions that our
company believes to be reasonable under the circumstances are used as the basis for making estimates and judgements. Actual results may
differ from these estimates.
Revenue Recognition
Our company adopted Accounting Standards Codification
606, Revenue from Contracts with Customers (“ASC 606”), on January 1, 2021 using the modified retrospective
approach. Our company’s accounting for revenue recognition remains substantially unchanged prior to adoption of ASC 606. The
effect from the adoption of ASC 606 was not material to our company’s consolidated financial statements.
Our company recognizes revenue to depict the transfer
of promised goods or services (that is, an asset) to customers in an amount that reflects the consideration to which our company expects
to receive in exchange for those services. The following five steps defined under ASC 606 are applied to achieve the core principle
of revenue standard:
| (i) | identify the contract with the customer; |
| (ii) | identify the performance obligations in the contract; |
| (iii) | determine the transaction price; |
| (iv) | allocate the transaction price to the performance obligations
in the contract; and |
| (v) | recognize revenue when our company satisfies a performance
obligation. |
Our company generates revenue mainly from construction
projects with the following major categories of works: (i) new construction, (ii) reconstruction, (iii) A&A, and (iv) other
general contracting services, such as renovation and design consultation. For new construction, the existing house will be demolished,
and a new house will be rebuilt. Reconstruction works involve replacement of substantial part of the house. For A&A works, minor modifications
are made to existing structures within the existing building requirements while other general contracting services include renovation
and design consultation services.
| |
For the six months ended June 30, | |
| |
2023 | | |
2024 | | |
2024 | |
| |
S$ | | |
S$ | | |
$ | |
New construction | |
| 1,061,220 | | |
| 4,734,096 | | |
| 3,490,192 | |
Reconstruction | |
| 835,098 | | |
| - | | |
| - | |
A&A | |
| 1,031,272 | | |
| 227,222 | | |
| 167,518 | |
Other general contracting services | |
| 447,337 | | |
| - | | |
| - | |
Total revenue | |
| 3,374,927 | | |
| 4,961,318 | | |
| 3,657,710 | |
Our company assessed that the four major categories
of revenue share the substantially the same characteristics and nature of terms in our contracts with customers and follows the same pattern
of transfer of promised services to customers, and thus apply the same revenue recognition policies to all our revenue.
Our company enters into construction contracts
with customers that create enforceable rights and obligations and for which it is probable that our company will collect the consideration
to which it will be entitled as services are transferred to the customers. It is standard practice for our company to have the agreements
with our customers in writing. All the agreements have commercial substance, as each contract with the customer has payment terms specified
based upon fulfilment of certain conditions and agreed methods charged on monthly basis. Our company will submit monthly progress claim
to the customer, and after our company receives the interim progress certificate certified by the appointed quantity surveyor, our company
will issue a sales invoice to the customer. As our company’s customers are required to pay at different billing stages over the
contract period, such progress payments limit our company’s exposure to credit risk. Our company also reasonably expects that the
effects on the financial statements of applying ASC 606 to the portfolio of contracts would not differ materially from applying ASC 606
to the individual contracts within that portfolio.
Our company is responsible for a series of work
including but not limited to those stated under the scope of work, which can include the design of the project, obtaining the relevant
permits and approvals from authorities, engineering, site clearance, procurement of materials, construction and interior fitting-out/installation
as part of the contract. Our company believes these services are not distinct as they are highly interrelated and the contract includes
a significant service of integrating the various services into the combined work the customer is contracting for, which is the completed
property. The contracts may include retentions paid at the end of the project as a warranty to ensure our company meets the contract requirements.
However, since the customer does not have the option to separately purchase the warranty and there are no additional services to the customer
during the retention period, such warranty is not recognized as a separate performance obligation. Our company has concluded that the
promises to be delivered on the construction contract would be one single performance obligation, and therefore no allocation of the transaction
price is required.
Our company’s contracts with each customer
are with fixed price and provide for milestone billings based upon the attainment of specific project objectives to ensure our company
meets the contractual requirements. The contract does not have variable consideration. However, the contract subject to modification in
the form of unpriced or pending change orders or claims that either increase or decrease the contract price. Contract modification is
accounted for as part of the existing contract as the remaining work is not distinct and form part of a single performance obligation
that is partially satisfied at the date of the contract modification. The impact of contract modification has on the contract price and
our company’s measure of progress towards complete satisfaction of the performance obligation is recognized as a cumulative catch-up
adjustment to revenue at the date of contract modification.
Our company is not required to assess whether
a contract contains a significant financing component if our company expects, at contract inception, that the period between payment by
the customers and the transfer of promised services to the customers will be less than one year. Further, our company believes that with
its monthly progress billings there is no financing component in its contracts. There are no non-cash and payable consideration for any
services provided by our company.
Critical Accounting Estimates
Our company
recognizes revenue based on our company’s actual contract costs incurred to the satisfaction of a performance obligation
relative to the total estimated costs for the satisfaction of that performance obligations. This input method faithfully depicts the
transfer of value to the customer when our company is satisfying a performance obligation that includes several interrelated tasks
or activities for a combined output that requires our company to coordinate the work of subcontracts and employees. The critical
estimate is the total estimated costs, which includes labor, materials, overhead, and subcontractor expenses. Accurate estimates are
vital to avoid cost overruns and ensure profitability and is crucial to the revenue recognition based on the calculation of
percentage of completion. To ensure the reasonableness of the total estimated cost, we usually rely on historical data, industry
benchmarks, and professional expertise to develop these estimates on individual project level. Regular reviews and adjustments are
necessary as new information becomes available throughout the project lifecycle. The following describes how we apply the key
assumptions:
Project Scope: Changes in the project scope
can affect cost estimates and, consequently, the completion percentage.
Schedule Variability: Delays or accelerations
in project timelines can impact the percentage of completion.
Cost Overruns and Underruns: Unexpected
increases or decreases in costs can skew percentage calculations. Regularly updating estimates is critical.
Forecasting Future Costs: Accurate forecasting
of remaining costs is crucial. This may involve historical data, industry standards, and professional judgment based on project specifics
and conditions.
Contract costs typically include direct labor,
subcontract, professional costs, material and indirect costs related to contract performance. Changes in estimated costs to complete these
obligations result in adjustments to revenue on a cumulative catch-up basis, which causes the effect of revised estimates to be recognized
in the current period. No significant changes to estimated costs has occurred and there is no material impact on its revenue recognition
for the six months ended June 30, 2023 and 2024.
When the current estimates of the total amount
of consideration expected to be received in exchange for transferring promised goods or services to the customer, and contract costs indicate
a loss, a provision for the entire loss on the contract is made as soon as the loss become evident. An adjustment is also made to reflect
the effects of the customer’s credit risk. The loss on a contract is reported as an additional contract cost (an operating expenses),
and not as a reduction of revenue or a non-operating expense. The total loss on contracts is negligible for the six months ended June
30, 2023 and 2024.
Our company recognizes revenue over time for all
projects throughout the contract period.
Recently Issued Accounting Pronouncements
Our company considers the applicability and impact
of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. Under
the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), our company meets the definition of
an emerging growth company and has elected the extended transition period for complying with new or revised accounting standards, which
delays the adoption of these accounting standards until they would apply to private companies.
In November 2023, the FASB issued ASU 2023-07,
Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which updates reportable segment disclosure requirements
and is intended to improve disclosures about a public entity’s reportable segments and addresses requests from investors and other
allocators of capital for additional, more detailed information about a reportable segment’s expenses. The amendments are effective
for fiscal years beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15,
2024. Early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements.
Our company is currently evaluating this ASU to determine its impact on our company’s disclosures.
Except as mentioned above, our company does not
believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on our company’s consolidated
balance sheets, statements of operations and comprehensive income and statements of cash flows.
SPRINGVIEW HOLDINGS LTD
INDEX TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SPRINGVIEW HOLDINGS LTD
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|
As of December 31, |
|
|
As of June 30, |
|
|
|
2023 |
|
|
2024 |
|
|
2024 |
|
|
|
S$
(Audited) |
|
|
S$
(Unaudited) |
|
|
$
(Unaudited) |
|
Assets |
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
Cash |
|
|
698,106 |
|
|
|
153,914 |
|
|
|
113,472 |
|
Accounts receivable, net |
|
|
314,572 |
|
|
|
22,858 |
|
|
|
16,852 |
|
Accounts receivable due from a related party |
|
|
145,842 |
|
|
|
105,053 |
|
|
|
77,450 |
|
Contract assets |
|
|
4,813,313 |
|
|
|
5,297,048 |
|
|
|
3,905,226 |
|
Other assets – current |
|
|
76,249 |
|
|
|
11,362 |
|
|
|
8,377 |
|
Total current assets |
|
|
6,048,082 |
|
|
|
5,590,235 |
|
|
|
4,121,377 |
|
Non-current assets |
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net |
|
|
7,861 |
|
|
|
5,703 |
|
|
|
4,205 |
|
Right-of-use assets, net |
|
|
295,174 |
|
|
|
357,070 |
|
|
|
263,248 |
|
Other assets – non-current |
|
|
411,070 |
|
|
|
631,245 |
|
|
|
465,382 |
|
Total non-current assets |
|
|
714,105 |
|
|
|
994,018 |
|
|
|
732,835 |
|
Total assets |
|
|
6,762,187 |
|
|
|
6,584,253 |
|
|
|
4,854,212 |
|
Liabilities and shareholders’ deficit |
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
|
1,354,368 |
|
|
|
628,998 |
|
|
|
463,726 |
|
Contract liabilities |
|
|
— |
|
|
|
50,000 |
|
|
|
36,862 |
|
Other payables and accruals |
|
|
776,424 |
|
|
|
839,228 |
|
|
|
618,717 |
|
Amount due to related parties |
|
|
604,229 |
|
|
|
904,040 |
|
|
|
666,500 |
|
Loans and borrowings – current |
|
|
429,603 |
|
|
|
343,410 |
|
|
|
253,178 |
|
Operating lease liabilities – current |
|
|
136,566 |
|
|
|
156,807 |
|
|
|
115,605 |
|
Finance lease liabilities – current |
|
|
62,778 |
|
|
|
43,854 |
|
|
|
32,331 |
|
Total current liabilities |
|
|
3,363,968 |
|
|
|
2,966,337 |
|
|
|
2,186,919 |
|
Non-current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities, net |
|
|
578,383 |
|
|
|
654,436 |
|
|
|
482,481 |
|
Loans and borrowings – non-current |
|
|
836,662 |
|
|
|
689,099 |
|
|
|
508,035 |
|
Operating lease liabilities – non-current |
|
|
42,217 |
|
|
|
55,922 |
|
|
|
41,228 |
|
Finance lease liabilities – non-current |
|
|
73,173 |
|
|
|
103,251 |
|
|
|
76,121 |
|
Total non-current liabilities |
|
|
1,530,435 |
|
|
|
1,502,708 |
|
|
|
1,107,865 |
|
Total liabilities |
|
|
4,894,403 |
|
|
|
4,469,045 |
|
|
|
3,294,784 |
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ equity |
|
|
|
|
|
|
|
|
|
|
|
|
*Class A Ordinary Shares, $0.0001 par value, 400,000,000 shares authorized, 10,000,000 shares issued and outstanding as of December 31, 2023 and June 30, 2024 |
|
|
1,352 |
|
|
|
1,352 |
|
|
|
1,000 |
|
*Class B Ordinary Shares, $0.0001 par value, 100,000,000 shares authorized, 10,000,000 shares issued and outstanding as of December 31, 2023 and June 30, 2024 |
|
|
1,352 |
|
|
|
1,352 |
|
|
|
1,000 |
|
Additional paid-in capital |
|
|
997,296 |
|
|
|
997,296 |
|
|
|
735,246 |
|
Accumulated earnings |
|
|
867,784 |
|
|
|
1,115,208 |
|
|
|
822,182 |
|
Total shareholders’ equity |
|
|
1,867,784 |
|
|
|
2,115,208 |
|
|
|
1,559,428 |
|
Total liabilities and shareholders’ equity |
|
|
6,762,187 |
|
|
|
6,584,253 |
|
|
|
4,854,212 |
|
| * | The shares and per share information are presented on a retrospective
basis to reflect the reorganization. |
The accompanying notes are an integral part of
these unaudited condensed consolidated financial statements.
SPRINGVIEW HOLDINGS LTD
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
| |
For the six months ended June 30, | |
| |
2023 | | |
2024 | | |
2024 | |
| |
S$ (Unaudited) | | |
S$ (Unaudited) | | |
$ (Unaudited) | |
Revenue | |
| 3,203,460 | | |
| 4,961,318 | | |
| 3,657,710 | |
Revenue from a related party | |
| 171,467 | | |
| — | | |
| — | |
Total revenue | |
| 3,374,927 | | |
| 4,961,318 | | |
| 3,657,710 | |
| |
| | | |
| | | |
| | |
Cost of revenue | |
| (2,314,210 | ) | |
| (3,632,390 | ) | |
| (2,677,964 | ) |
Cost of revenue from a related party | |
| (163,302 | ) | |
| — | | |
| — | |
Total Cost of revenue | |
| (2,477,512 | ) | |
| (3,632,390 | ) | |
| (2,677,964 | ) |
Gross profit | |
| 897,415 | | |
| 1,328,928 | | |
| 979,746 | |
| |
| | | |
| | | |
| | |
Operating expenses | |
| | | |
| | | |
| | |
General and administrative expenses | |
| (571,789 | ) | |
| (954,366 | ) | |
| (703,602 | ) |
Total operating expenses | |
| (571,789 | ) | |
| (954,366 | ) | |
| (703,602 | ) |
| |
| | | |
| | | |
| | |
Income from operations | |
| 325,626 | | |
| 374,562 | | |
| 276,144 | |
| |
| | | |
| | | |
| | |
Other income (expenses) | |
| | | |
| | | |
| | |
Interest expenses, net | |
| (28,309 | ) | |
| (53,874 | ) | |
| (39,718 | ) |
Other income | |
| 3,570 | | |
| 2,789 | | |
| 2,056 | |
Total other expense, net | |
| (24,739 | ) | |
| (51,085 | ) | |
| (37,662 | ) |
| |
| | | |
| | | |
| | |
Income before income taxes | |
| 300,887 | | |
| 323,477 | | |
| 238,482 | |
Income tax expenses | |
| (35,128 | ) | |
| (76,053 | ) | |
| (56,070 | ) |
Net income | |
| 265,759 | | |
| 247,424 | | |
| 182,412 | |
| |
| | | |
| | | |
| | |
Comprehensive income | |
| 265,759 | | |
| 247,424 | | |
| 182,412 | |
| |
| | | |
| | | |
| | |
Weighted average number of outstanding ordinary shares | |
| | | |
| | | |
| | |
*Basic and diluted | |
| 20,000,000 | | |
| 20,000,000 | | |
| 20,000,000 | |
Earnings per share | |
| | | |
| | | |
| | |
Basic and diluted | |
| 0.01 | | |
| 0.01 | | |
| 0.01 | |
| * | The shares and per share information are presented on a retrospective
basis to reflect the reorganization. |
The accompanying notes are an integral part of
these unaudited condensed consolidated financial statements.
SPRINGVIEW HOLDINGS LTD
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT)/ EQUITY
| |
Class A Ordinary shares | | |
Class B Ordinary shares | | |
Additional paid-in | | |
Accumulated | | |
Total shareholders’ | |
| |
*Shares | | |
Amount | | |
*Shares | | |
Amount | | |
capital | | |
deficit | | |
deficit | |
| |
| | |
S$ | | |
| | |
S$ | | |
S$ | | |
S$ | | |
S$ | |
Balance at January 1, 2023 | |
| 10,000,000 | | |
| 1,352 | | |
| 10,000,000 | | |
| 1,352 | | |
| 997,296 | | |
| (1,522,382 | ) | |
| (522,382 | ) |
Net income | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 265,759 | | |
| 265,759 | |
Balance at June 30, 2023 (Unaudited) | |
| 10,000,000 | | |
| 1,325 | | |
| 10,000,000 | | |
| 1,325 | | |
| 997,296 | | |
| (1,256,623 | ) | |
| (256,623 | ) |
Balance at June 30, 2023 ($) (Unaudited) | |
| 10,000,000 | | |
| 1,000 | | |
| 10,000,000 | | |
| 1,000 | | |
| 737,481 | | |
| (929,249 | ) | |
| (189,768 | ) |
| |
Class A Ordinary shares | | |
Class B Ordinary shares | | |
Additional paid-in | | |
Accumulated | | |
Total shareholders’ | |
| |
*Shares | | |
Amount | | |
*Shares | | |
Amount | | |
capital | | |
earnings | | |
equity | |
| |
| | |
S$ | | |
| | |
S$ | | |
S$ | | |
S$ | | |
S$ | |
Balance at January 1, 2024 | |
| 10,000,000 | | |
| 1,352 | | |
| 10,000,000 | | |
| 1,352 | | |
| 997,296 | | |
| 867,784 | | |
| 1,867,784 | |
Net income | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 247,424 | | |
| 247,424 | |
Balance at June 30, 2024 (Unaudited) | |
| 10,000,000 | | |
| 1,352 | | |
| 10,000,000 | | |
| 1,352 | | |
| 997,296 | | |
| 1,115,208 | | |
| 2,115,208 | |
Balance at June 30, 2024 ($) (Unaudited) | |
| 10,000,000 | | |
| 1,000 | | |
| 10,000,000 | | |
| 1,000 | | |
| 735,246 | | |
| 822,182 | | |
| 1,559,428 | |
| * | The shares and per share information are presented on a retrospective
basis to reflect the reorganization. |
The accompanying notes are an integral part of
these unaudited condensed consolidated financial statements.
SPRINGVIEW HOLDINGS LTD
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS
| |
For the six months ended June 30, | |
| |
2023 | | |
2024 | | |
2024 | |
| |
S$ (Unaudited) | | |
S$ (Unaudited) | | |
$ (Unaudited) | |
Cash flows from operating activities | |
| | |
| | |
| |
Net income | |
| 265,759 | | |
| 247,424 | | |
| 182,412 | |
Adjustments to reconcile net income to net cash used in operating activities: | |
| | | |
| | | |
| | |
Depreciation of property and equipment | |
| 1,653 | | |
| 2,157 | | |
| 1,590 | |
Amortization of right-of-use assets | |
| 91,748 | | |
| 106,865 | | |
| 78,786 | |
| |
| | | |
| | | |
| | |
Changes in operating assets and liabilities | |
| | | |
| | | |
| | |
Accounts receivable, net | |
| 136,972 | | |
| 291,713 | | |
| 215,064 | |
Contract assets | |
| (163,925 | ) | |
| (483,734 | ) | |
| (356,631 | ) |
Accounts receivable due from a related party | |
| (171,467 | ) | |
| 40,789 | | |
| 30,072 | |
Other assets | |
| 6,402 | | |
| 404,439 | | |
| 298,171 | |
Accounts payable | |
| (402,477 | ) | |
| (725,371 | ) | |
| (534,777 | ) |
Other payables and accruals | |
| (29,585 | ) | |
| (61,625 | ) | |
| (45,433 | ) |
Contract liabilities | |
| 183,132 | | |
| 50,000 | | |
| 36,862 | |
Income tax payable | |
| 35,172 | | |
| — | | |
| — | |
Deferred tax liabilities | |
| — | | |
| 76,053 | | |
| 56,070 | |
Operating lease liabilities | |
| (60,361 | ) | |
| (134,814 | ) | |
| (99,391 | ) |
Net cash used in operating activities | |
| (106,977 | ) | |
| (186,104 | ) | |
| (137,205 | ) |
| |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
Cash flows from financing activities | |
| | | |
| | | |
| | |
Proceeds from loans and borrowings | |
| 300,000 | | |
| — | | |
| — | |
Proceeds from a related party | |
| — | | |
| 319,713 | | |
| 235,708 | |
Payment for deferred offering costs | |
| — | | |
| (435,297 | ) | |
| (320,921 | ) |
Repayment of amount to a related party | |
| (202,715 | ) | |
| (19,902 | ) | |
| (14,673 | ) |
Repayment of loans and borrowings | |
| (195,589 | ) | |
| (233,756 | ) | |
| (172,336 | ) |
Payments for finance lease liabilities | |
| (28,728 | ) | |
| 11,154 | | |
| 8,223 | |
Net cash used in financing activities | |
| (127,032 | ) | |
| (358,088 | ) | |
| (263,999 | ) |
| |
| | | |
| | | |
| | |
Net changes in cash | |
| (234,009 | ) | |
| (544,192 | ) | |
| (401,204 | ) |
Cash at beginning of the year | |
| 348,685 | | |
| 698,106 | | |
| 514,676 | |
Cash at end of the year | |
| 114,676 | | |
| 153,914 | | |
| 113,472 | |
| |
| | | |
| | | |
| | |
Supplement disclosures of cash flow information | |
| | | |
| | | |
| | |
Interest paid | |
| 28,309 | | |
| 43,552 | | |
| 32,109 | |
Offset amount due to a related party | |
| 499,925 | | |
| 663,737 | | |
| 489,337 | |
The accompanying notes are an integral part of
these unaudited condensed consolidated financial statements.
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2023 and 2024
Note 1 — NATURE OF BUSINESS
AND ORGANIZATION
Springview Holdings Ltd (the “Company”
or “Springview (Cayman)”) is a holding company incorporated on September 27, 2023 in Cayman Islands while Springview
(BVI) Ltd was incorporated on October 11, 2023 in the BVI with the Company being the sole shareholder of Springview (BVI) Ltd. The
Company conducts its business primarily through its indirect wholly-owned subsidiary in Singapore, Springview Enterprises Pte. Ltd., providing
four main types of works: (i) new construction, (ii) reconstruction, (iii) Additions and Alterations (A&A), and (iv) other
general contracting services. For new construction, the existing house will be demolished, and a new house will be rebuilt. Reconstruction
works involve replacement of substantial part of the house. For A&A works, minor modifications are made to existing structures within
the existing building requirements while other general contracting services include renovation and design consultation services. The Company
is a holding company with no business operation.
As at June 30, 2024, subsidiary of the Company
includes the following entity:
Entity |
|
Date of
incorporation |
|
Place of
incorporation |
|
Ownership |
|
Principal activities |
Springview (BVI) Ltd (Springview (BVI)) |
|
October 11, 2023 |
|
British Virgin Islands |
|
100% owned by Springview (Cayman) |
|
Investment holding |
Springview Enterprises Pte. Ltd. (Springview (S)) |
|
June 3, 2002 |
|
Singapore |
|
100% owned by Springview (BVI) |
|
General contractors (Building construction including major upgrading works) |
Pursuant to a group reorganization (the “Reorganization”)
to rationalize the structure of the Company and its subsidiary in preparation for the listing of the Company’s shares, the Company
became the holding company on December 1, 2023. The Company and its subsidiary were under common control of the shareholders and their
entire equity interests were also ultimately held by the shareholders immediately prior to the Reorganization, which have been accounted
for as reorganization of entities under common control at carrying value. The consolidated financial statements are prepared on the basis
as if the reorganization became effective as of the beginning of the first period presented in the accompanying consolidated financial
statements of the Company.
Note 2 — LIQUIDITY
In assessing the Company’s liquidity, the
Company monitors and analyzes its cash balances 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.
As of December 31, 2023 and June 30, 2024, the
Company’s cash balances amounted to approximately S$698,106 and S$153,914 ($113,472) respectively. For the six months ended June
30, 2023 and 2024, we generated profit of S$265,759 and S$247,424 ($182,412), respectively. In addition to cash in bank, the Company has
other current assets mainly composed of accounts receivable, accounts receivable due from a related party, contract assets and amounts
due from a related party amounting to approximately S$5,273,727 and S$ 5,424,959 ($3,999,527) as of December 31, 2023 and June 30, 2024.
All of them are short-term in nature and can be collected back within the Company’s operating cycles to support the Company’s
liquidity needs.
On October 17, 2024, the Company completed its
initial public offering (the “IPO”) by issuing 1,500,000 Class A Ordinary Shares at a public offering price of $4.00 per share,
for aggregate gross proceeds of approximately $6.0 million. The net proceeds to the Company from the IPO, after deducting the underwriting
discount, the underwriters’ fees and expenses, and the Company’s estimated offering expenses, were approximately $5.2 million.
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 2 — LIQUIDITY (cont.)
Based on the management’s assessment of
the future liquidity and performance of the Company and its available sources of financing, the Company believes that the current cash
and cash flows generated from the Company’s future operating and financing activities will be sufficient to meet the cash requirements
to fund planned operations and other commitments for at least the next twelve months from the date of the issuance of the consolidated
financial statements.
Note 3 — Summary
of Significant Accounting Policies
Basis of presentation
The consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”)
and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).
Principles of consolidation
The consolidated financial statements include
the financial statements of the Company and its subsidiary. All inter-company transactions and balances between the Company and its subsidiary
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.
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.
Use of estimates and assumptions
The preparation of consolidated financial statements
in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and the reported
amounts of revenues and expenses during the periods presented. On an ongoing basis, management evaluates estimates, including but not
limited to, those related to allowance for credit losses, determination of the useful lives of property and equipment, impairment of long-lived
assets, right-of-use assets, financing lease liabilities, revenue recognition, allowance for deferred tax assets and contingencies. Management
bases its estimates on historical experience and on various other assumptions believed to be reasonable. As a result, management makes
judgments regarding the carrying values of the Company’s assets and liabilities that are not readily apparent from other sources.
Authoritative pronouncements, historical experience and information, information that is currently available to the Company and assumptions
that the Company believes to be reasonable under the circumstances are used as the basis for making estimates and judgements. Actual results
may differ from these estimates.
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 — Summary
of Significant Accounting Policies (cont.)
Foreign currency translation
The accompanying consolidated financial statements
are presented in the Singapore Dollars (“S$”), which is the reporting currency of the Company. The functional currency of
the Company in the Cayman Islands is United States Dollars (“$”), its subsidiaries which are incorporated in British
Virgin Islands and Singapore are United States Dollars (“$”) and Singapore Dollars (“S$”) respectively, which
are their respective local currencies based on the criteria of ASC 830, “Foreign Currency Matters”.
In the consolidated financial statements of the
Company, transactions in currencies other than the functional currency are measured and recorded in the functional currency using the
exchange rate in effect at the date of the transaction. At the balance sheet date, monetary assets and liabilities that are denominated
in currencies other than the functional currency are translated into the functional currency using the exchange rate at the balance sheet
date.
Convenience translation
Translations of amounts in the consolidated balance
sheet, consolidated statements of income and comprehensive income and consolidated statements of cash flows from S$ into $ as of and for
the six months ended June 30, 2024 are solely for the convenience of the reader and were calculated at the noon buying rate of $1 = S$1.3564,
as published in H.10 statistical release of the United States Federal Reserve Board. No representation is made that the S$ amounts
could have been, or could be, converted, realized or settled into $ at such rate or at any other rate.
Cash
Cash consists of demand deposit placed with commercial
banks, which is unrestricted as to withdrawal and use and have original maturities of less than three months. Cash balances in bank
accounts in Singapore with maximum amount of S$75,000 are insured under the Deposit Protection Scheme introduced by the Singapore government.
Management believes that the commercial banks are of high credit quality and continually monitors the credit worthiness of these commercial
banks.
Accounts receivable, net
On January 1, 2022, the Company adopted ASU 2016-13
Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces
the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”)
methodology, which requires consideration of a broader range of information to estimate credit losses over the lifetime of the asset,
including current conditions and reasonable and supportable forecasts in addition to historical loss information, to determine expected
credit losses and applies to the measurement of impairment on financial assets measured at amortized cost, which includes trade receivable.
Therefore, estimates of expected credit losses on trade receivables over their life will be required to be recorded at inception, based
on historical information, current conditions, and reasonable and supportable forecasts.
Under ASU 2016-13, the Company has exposure
to credit losses for financial assets, which include accounts receivable. The Company considered various factors, including nature, historical
collection experience, the age of the accounts receivable balances, credit quality and specific risk characteristics of its customers,
current economic conditions, forward-looking information including economic, regulatory, technological, environmental factors (such as
industry prospects, GDP, employment, etc.), reversion period, and qualitative and quantitative adjustments to develop an estimate of credit
losses. The Company has adopted the loss rate method to calculate the credit loss and considered the reverent factors of the historical
and future conditions of the Company to make reasonable estimation of the risk rate.
Financial assets are presented as net of the
allowance for credit losses in the consolidated balance sheets. The measurement of the allowance for credit losses is recognized
through current expected credit loss expense. Current expected credit loss expense is included as a component of general and
administrative expenses in the consolidated statements of income and comprehensive income. Write-offs are recorded in the period in
which the asset is deemed. to be uncollectible. As of December 31, 2023 and
June 30, 2024, the allowance for credit losses of accounts receivable was S$30,916 and S$19,735 ($14,550), respectively.
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 — Summary
of Significant Accounting Policies (cont.)
Other assets
Other assets, current and non-current, primarily
consist of prepaid expenses, advance to suppliers and deposits for leases and tenders. These amounts bear no interest. Management reviews
its prepayments, advances and refundable deposits placed with counterparties on a regular basis to determine if the allowance is adequate
and adjusts the allowance when necessary. As of June 30, 2024, no allowance was deemed necessary. Management believes that these counterparties
are of high credit quality and continually monitors the credit worthiness of these counterparties.
Deferred offering costs
Deferred offering costs consist of legal, underwriting
fees and other costs incurred through the balance sheet date that are directly related to the proposed public offering. These costs, together
with the underwriting discounts and commissions. will be charged to additional paid-in capital upon completion of the proposed public
offering. Should the proposed public offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred,
will be charged to operations. As of December 31, 2023 and June 30, 2024, the Company has incurred S$324,955 and S$559,727 ($412,656)
of deferred offering costs, respectively.
Property and equipment, net
Property and equipment are stated at cost, less
accumulated depreciation, and impairment loss, if applicable. Depreciation is computed using the straight-line method after consideration
of the estimated useful lives. The estimated useful lives are as follows:
|
|
Useful life |
Office equipment |
|
5 years |
Computer equipment |
|
3 years |
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 consolidated statements of
income and comprehensive income. Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals
and betterment, 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.
Impairment for long-lived assets
The Company’s long-lived assets with finite
lives, including property and equipment, net are reviewed 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 recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected
to generate and recognizes an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset
plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified,
the Company will reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when
available and appropriate, to comparable market values. For the six months ended June 30, 2024, no impairment of long-lived assets was
recognized.
Fair value measurement
Accounting guidance defines fair value as the
exchange price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded
at fair value, the Company considers the principal or most advantageous market in which it would transact, and it considers assumptions
that market participants would use when pricing the asset or liability.
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 — Summary
of Significant Accounting Policies (cont.)
Accounting guidance establishes a three-level
fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when
measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of
input that is significant to the fair value measurement. The three levels of inputs that may be used to measure fair value are as follows:
| ● | Level 1 applies to assets or liabilities for which there
are quoted prices, in active markets for identical assets or liabilities. |
| ● | Level 2 applies to assets or liabilities for which there
are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for
similar assets or liabilities in active markets; quoted prices for identical asset or liabilities in markets with insufficient volume
or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived
principally from, or corroborated by, observable market data. |
| ● | Level 3 applies to asset or liabilities for which there are unobservable inputs to the valuation
methodology that are significant to the measurement of the fair value of the assets or liabilities. |
The Company considers the carrying value of its
financial assets and liabilities, which consist of cash, accounts receivable, contract assets and contract liabilities, prepayments and
other current assets, amounts due from related parties, accounts payable, lease liabilities — current, income tax payable,
other payables and accruals approximate the fair value of the respective assets and liabilities as of December 31, 2023 and June
30, 2024 due to their short-term nature.
Contract assets and contract liabilities
Construction projects with performance obligations
recognized over time that have revenue recognized to date in excess of cumulative billings are reported on the Company’s consolidated
balance sheets as “contract assets”. Contract retentions, included in contract assets, represent amounts withheld by clients,
in accordance with underlying contract terms until certain conditions are met. Provisions for estimated losses of contract assets on uncompleted
contracts are made in the period in which such losses are determined. The majority of these amounts are expected to be billed and collected
from clients within twelve months and are classified as current assets.
Contract liabilities on uncompleted construction
contracts represent the amounts of cash collected from clients, billings to clients on contracts in advance of work performed and revenue
recognized and provisions for losses. The majority of these amounts are expected to be earned within twelve months and are classified
as current liabilities.
Leases
The Company accounts for leases under ASC 842.
The Company determines if an arrangement is a lease at inception. A lease is classified at the inception date as either a finance lease
or an operating lease. As the lessee, a lease is a finance lease when the lease meets any of the following criteria at lease commencement:
| a) | The
lease transfers ownership of the underlying asset to the lessee by the end of the lease term; |
| b) | The
lease grants the lessee an option to purchase the underlying asset that the Company is reasonably certain to exercise; |
| c) | The
lease term is for 75% or more of the remaining economic life of the underlying asset, unless the commencement date falls within the last
25% of the economic life of the underlying asset; |
| d) | The
present value of the sum of the lease payments equals or exceeds 90% of the fair value of the underlying asset; and |
| e) | The
underlying asset is of such as specialized nature that it is expected to have no alternative use to the lessor at the end of the lease
term. |
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 — Summary
of Significant Accounting Policies (cont.)
Leases that do not meet any of the above criteria
are accounted for as operating leases.
The Company entered into lease agreements as lessee
to lease motor vehicles, office equipment and buildings from third parties.
The Company accounts for those motor vehicle and
office equipment leases in accordance with ASC 842. The two primary accounting provisions the Company uses to classify transactions
as financing leases or operating leases are (i) the lease transfers ownership of the underlying asset to the lessee by the end of
the lease term and (ii) the lease term is for 75% or more of the remaining economic life of the underlying asset unless the commencement
date falls within the last 25% of the economic life of the underlying asset. The motor vehicle and office equipment leases contain one
of the two terms, and the Company believes that the motor vehicle and office equipment leases should be classified as finance leases.
The Company accounts for those building leases
in accordance with ASC 842. The Company believes that the building leases agreements do not contain nor meet any of the five primary
accounting provisions the Company uses to classify transactions as financing leases. The building leases are classified as operating leases.
Finance lease assets and operating leases are
included in right-of-use (“ROU”) assets, and finance lease liabilities are included in current and non-current finance lease
liabilities, while operating lease liabilities are included in current and non-current operating lease liabilities, in the Company’s
consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities
represent the Company’s obligation to make lease payments arising from the lease. Finance and 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. The Company used the rate implicit
in the lease, if available, or the incremental borrowing rate based on the information available at commencement date in determining the
present value of lease payments.
The Company elected the practical expedients under
ASC 842 that does not require the Company to reassess: (1) whether any expired or existing contracts are, or contain, leases,
(2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases.
For lease terms of twelve months or fewer, the Company elected not to recognize lease assets and liabilities on its consolidated
balance sheets.
The Company reviews the impairment of its ROU
assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived
assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment
of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax
cash flows of the related operations. For the six months ended June 30, 2023 and 2024, the Company did not recognize impairment loss on
its finance and operating lease ROU assets.
Revenue recognition
The Company adopted Accounting Standards Codification
606, Revenue from Contracts with Customers (“ASC 606”), on January 1, 2021 using the modified retrospective
approach. The Company’s accounting for revenue recognition remains substantially unchanged prior to adoption of ASC 606. The
effect from the adoption of ASC 606 was not material to the Company’s consolidated financial statements.
The Company recognizes revenue to depict the transfer
of promised goods or services (that is, an asset) to customers in an amount that reflects the consideration to which the Company expects
to receive in exchange for those services. The following five steps defined under ASC 606 are applied to achieve the core principle
of revenue standard:
| (i) | Identify
the contract with the customer |
| (ii) | Identify
the performance obligations in the contract |
| (iii) | Determine
the transaction price |
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 — Summary
of Significant Accounting Policies (cont.)
| (iv) | Allocate
the transaction price to the performance obligations in the contract |
| (v) | Recognize
revenue when the company satisfies a performance obligation |
The Company generates revenue mainly from construction
projects with the following major categories of works: (i) new construction, (ii) reconstruction, (iii) A&A, and (iv) other
general contracting services, such as renovation and design consultation. For new construction, the existing house will be demolished,
and a new house will be rebuilt. Reconstruction works involve replacement of substantial part of the house. For A&A works, minor modifications
are made to existing structures within the existing building requirements while other general contracting services include renovation
and design consultation services.
The following table shows the Company’s
revenue by revenue categories for the periods indicated.
| |
For the six months ended June 30, | |
| |
2023 (Unaudited) | | |
2024 (Unaudited) | | |
2024 (Unaudited) | |
| |
S$ | | |
S$ | | |
$ | |
New construction | |
| 1,061,220 | | |
| 4,734,096 | | |
| 3,490,192 | |
Reconstruction | |
| 835,098 | | |
| — | | |
| — | |
A&A | |
| 1,031,272 | | |
| 227,222 | | |
| 167,518 | |
Other general contracting services | |
| 447,337 | | |
| — | | |
| — | |
Total revenue | |
| 3,374,927 | | |
| 4,961,318 | | |
| 3,657,710 | |
The Company assessed that the four major categories
of revenue share the substantially the same characteristics and nature of terms in its contracts with customers and follows the same pattern
of transfer of promised services to customers, and thus apply the same revenue recognition policies to all its revenue.
The Company enters into construction contracts
with customers that create enforceable rights and obligations and for which it is probable that the Company will collect the consideration
to which it will be entitled as services are transferred to the customers. It is standard practice for the Company to have the agreements
with the Company’s customers in writing. All the agreements have commercial substance, as each contract with the customer has payment
terms specified based upon fulfilment of certain conditions and agreed methods charged on monthly basis. The Company will submit monthly
progress claim to its customer, and after the Company receives the interim progress certificate from the customer, the Company will issue
a tax invoice to the customer. As the Company’s customers are required to pay at different billing stages over the contract period,
such progress payments limit the Company’s exposure to credit risk. The company also reasonably expects that the effects on the
financial statements of applying ASC 606 to the portfolio of contracts would not differ materially from applying ASC 606 to the individual
contracts within that portfolio.
The Company is responsible for a series of work
including but not limited to those stated under the scope of work, which can include the design of the project, obtaining the relevant
permits and approvals from authorities, engineering, site clearance, procurement of materials, construction and interior fitting-out/installation
as part of the contract. The Company believes these services are not distinct as they are highly interrelated and the contract includes
a significant service of integrating the various services into the combined work the customer is contracting for, which is the completed
property. The contracts may include retentions paid at the end of the project as a warranty to ensure the Company meets the contract requirements.
However, since the customer does not have the option to separately purchase the warranty and there are no additional services to the customer
during the retention period, such warranty is not recognized as a separate performance obligation. The Company has concluded that the
promises to be delivered on the construction contract would be one single performance obligation, and therefore no allocation of the transaction
price is required.
The Company’s contracts with each customer
are with fixed price and provide for milestone billings based upon the attainment of specific project objectives to ensure the Company
meets the contractual requirements. The contract does not have variable consideration. However, the contract subject to modification in
the form of unpriced or pending change orders or claims that either increase or decrease the contract price. Contract modification is
accounted for as part of the existing contract as the remaining work is not distinct and form part of a single performance obligation
that is partially satisfied at the date of the contract modification. The impact
of contract modification has on the contract price and the Company’s measure of progress towards complete satisfaction of the performance
obligation is recognized as a cumulative catch-up adjustment to revenue at the date of contract modification.
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 — Summary
of Significant Accounting Policies (cont.)
The Company is not required to assess whether
a contract contains a significant financing component if the Company expects, at contract inception, that the period between payment by
the customers and the transfer of promised services to the customers will be less than one year. Further, the Company believes that with
its monthly progress billings there is no financing component in its contracts. There are no non-cash and payable consideration for any
services provided by the Company.
The Company recognizes revenue based on the Company’s
actual contract costs incurred to the satisfaction of a performance obligation relative to the total estimated costs for the satisfaction
of that performance obligation. This input method faithfully depicts the transfer of value to the customer when the Company is satisfying
a performance obligation that includes several interrelated tasks or activities for a combined output that requires the Company to coordinate
the work of subcontracts and employees. Contract costs typically include direct labor, subcontract, professional costs, material and indirect
costs related to contract performance. Changes in estimated costs to complete these obligations result in adjustments to revenue on a
cumulative catch-up basis, which causes the effect of revised estimates to be recognized in the current period. No significant changes
to estimated costs have occurred and there is no material impact on its revenue recognition for the years ended December 31, 2023 and
for the six months ended June 30, 2023 and 2024.
When the current estimates of the total amount
of consideration expected to be received in exchange for transferring promised goods or services to the customer, and contract costs indicate
a loss, a provision for the entire loss on the contract is made as soon as the loss become evident. An adjustment is also made to reflect
the effects of the customer’s credit risk. The loss on a contract is reported as an additional contract cost (an operating expenses),
and not as a reduction of revenue or a non-operating expense. The total loss on contracts is negligible for the years ended December 31,
2023 and for the six months ended June 30, 2023 and 2024.
The Company recognizes revenue over time for all
projects throughout the contract period.
Warranty
The Company generally provides limited warranties
for work performed under its contracts. At the time a sale is recognized, the Company records estimated future warranty costs under ASC 460.
At completion, costs for warranties are estimated and these warranties are not service warranties separately sold by the Company. The
estimated claim rates of warranty are based on actual warranty experience or Company’s best estimate. There were no such reserves
for the six months ended June 30, 2023 and 2024 because the Company’s historical warranty expenses were immaterial to the Company’s
consolidated financial statements.
Cost of revenue
Cost of revenue for construction contracts primarily
consisted of material costs, subcontracting costs, direct labor costs, rental of equipment and other expenses incurred in contract performance.
These costs are expenses as incurred.
Borrowing costs
All borrowing costs are recognized in interest
expenses in the consolidated statement of income and comprehensive income in the period in which they are incurred.
General and administrative expenses
General and administrative expenses consist primarily
of motor vehicle running expenses, travelling and entertainment and general administrative expenses such as of staff costs, rental expenses,
depreciation, legal and professional fees and other miscellaneous administrative expenses.
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 — Summary
of Significant Accounting Policies (cont.)
Employee benefit
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.
Government grants
Government grants are compensation for expenses
already incurred or for the purpose of giving immediate financial support to the Company. 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 total grants received
from the Singapore Government were S$4,296 and S$2,784 ($2,052) for the year ended December 31, 2023 and for the six months ended June
30, 2024, respectively.
Income taxes
The Company accounts for income taxes under ASC 740.
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 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. Penalties and interest
incurred related to underpayment of income tax are classified as income tax expense in the period incurred. No penalties and interest
incurred related to underpayment of income tax for the six months ended June 30, 2024. The Company had no uncertain tax positions as of
December 31, 2023 and June 30, 2024. The Company does not expect that its assessment regarding unrecognized tax positions will materially
change over the next 12 months.
As of June 30, 2024, the tax years ended
December 31, 2020 through 2023 for the Company’s Singapore subsidiary remain open for statutory examination by Singapore tax
authorities.
Related parties’ 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.
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 — Summary
of Significant Accounting Policies (cont.)
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 its 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. As of December 31, 2023 and June 30, 2024, the Company’s
accrued provision for its ongoing litigation matters was S$385,000 and S$385,000 ($291,821) respectively in its consolidated financial
statements. For more information see “Note 15 — Commitments and Contingencies”.
Earnings per share
The Company computes earnings per share (“EPS”)
in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic
EPS is measured as net income divided by the weighted average number of ordinary shares outstanding for the period. Diluted EPS presents
the diluted effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options and warrants) as if they
had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive
effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. As
of December 31, 2023 and June 30, 2024, there were no dilutive shares.
Segment reporting
ASC 280, “Segment Reporting”,
establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational
structure as well as information about geographical areas, business segments and major customers in consolidated financial statements
for detailing the Company’s business segments. Based on the criteria established by ASC 280, the Company’s chief operating
decision maker (“CODM”) has been identified as the Chief Executive Officer, who reviews consolidated results when making decisions
about allocating resources and assessing performance of the Company. As a whole and hence, the Company has only one reportable segment.
The Company does not distinguish between markets or segments for the purpose of internal reporting. As the Company’s long-lived
assets are located in Singapore, no geographical segments are presented.
Significant Risks
Currency risk
The Company’s operating activities are transacted
in S$. Foreign exchange risk may arise from future commercial transactions, and from fluctuations and the degree of volatility of foreign
exchange rates between $ and S$.
Concentration and Credit Risk
Financial instruments that potentially subject
the Company to the concentration of credit risks consist of cash, accounts receivable, and amounts due from a related party. The maximum
exposures of such assets to credit risks are their carrying amounts as of the balance sheet dates. The Company deposits its cash with
financial institutions located in Singapore. As of December 31, 2023 and June 30, 2024, S$698,106 and S$153,914 ($113,472)(unaudited)
were deposited with financial institutions located in Singapore, respectively. The Deposit Protection Scheme introduced by the Singapore
Government insured each depositor at one bank for a maximum amount of S$75,000. The Company believes that no significant credit risk exists
as these financial institutions have high credit quality and the Company has not incurred any losses related to such deposits.
For the credit risk related to accounts receivable,
the Company performs periodic credit evaluations of its customers’ financial condition and generally does not require collateral.
The Company determines its allowance for credit losses for account receivable using an aging schedule. The Company estimates the credit
loss rates based on historical loss information, aging of receivables and management’s judgements, including current, reasonable
and supportable. forecasted economic conditions compared to the
economic conditions using the historical information. The management believes that its contract acceptance, billing and collection policies
are adequate in minimizing material credit risk. Application of progress payment of contract works is made on a regular basis. The Company
seeks to maintain strict control over its outstanding receivables.
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 — Summary
of Significant Accounting Policies (cont.)
Credit risk on amounts due from a related party
is not significant as the timing of payment is controlled by common director and shareholders taking into account cash flow requirements
of the Company and there has been no significant increase in the risk of default nor impairment recognized on the amounts due from a related
party since initial recognition.
For the six months ended June 30, 2023, four customers
accounted for approximately 23%, 18%, 17% and 16% of the Company’s total revenue. For the six months ended June 30, 2024, four customers
accounted for approximately 28%, 24%, 18% and 13% of the Company’s total revenue.
As of December 31, 2023, three customers accounted
for approximately 12%, 23% and 65% of the total accounts receivable. As of June 30, 2023, one customer accounted for 100% of the total
accounts receivable. As of June 30, 2024, three customers accounted for approximately 45%, 44% and 11% of the total accounts receivable.
For the six months ended June 30, 2023 and 2024,
the Company did not have significant suppliers or subcontractors accounting for more than 10% of total purchases.
The table below sets out the suppliers or subcontractors
who accounted for 10% or more of the Company’s total accounts payable as of December 31, 2023 and June 30, 2024.
| |
| |
Percentage of accounts payable (%) | |
Name of Supplier/Subcontractor | |
Products/services supplied | |
As of
December 31,
2023 | | |
As of
June 30,
2024
(Unaudited) | |
Subcontractor A | |
Subcontract service | |
| 18 | | |
| 27 | |
Subcontractor D | |
Subcontract service | |
| 11 | | |
| 3 | |
Interest rate risk
Fluctuations in market interest rates may negatively
affect the Company’s financial condition and results of operations. The Company is exposed to floating interest rate on cash deposit
and floating rate borrowings, and risks due to changes in interest rates is not material. The Company has not used any derivative financial
instruments to manage interest rate exposure.
Recently issued accounting pronouncements
The Company considers the applicability and impact
of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. Under
the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of
an emerging growth company and has elected the extended transition period for complying with new or revised accounting standards, which
delays the adoption of these accounting standards until they would apply to private companies.
In November 2023, the FASB issued ASU 2023-07,
Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which updates reportable segment disclosure requirements
and is intended to improve disclosures about a public entity’s reportable segments and addresses requests from investors and other
allocators of capital for additional, more detailed information about a reportable segment’s expenses. The amendments are effective
for fiscal year beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15,
2024. Early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements.
The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures. In December 2023, the FASB issued
ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 enhances the transparency
and decision usefulness of the annual income tax disclosures. The two primary enhancements include disaggregating existing income tax
disclosures related to the effective tax rate reconciliation and income taxes paid. The standard is effective for fiscal years beginning
after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for
issuance. The amendments in ASU 2023-09 should be applied on a prospective basis; however, retrospective application in all prior periods
presented in the annual financial statements is permitted. The adoption of ASU 2023-09 is not expected to have a material effect on the
Company’s consolidated financial statements.
Except as mentioned above, 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
consolidated balance sheets, statements of income and comprehensive income and statements of cash flows.
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 — Summary
of Significant Accounting Policies (cont.)
Except as mentioned above, 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
consolidated balance sheets, statements of income and comprehensive income and statements of cash flows.
Note 4 — ACCOUNTS RECEIVABLE,
NET
Accounts receivable, net consisted of the following:
| |
As of | | |
As of June 30, | |
| |
December 31,
2023 | | |
2024 (Unaudited) | | |
2024 (Unaudited) | |
| |
S$ | | |
S$ | | |
$ | |
Accounts receivable | |
| 345,488 | | |
| 42,593 | | |
| 31,402 | |
Less: Allowance for credit losses | |
| (30,916 | ) | |
| (19,735 | ) | |
| (14,550 | ) |
Accounts receivable, net | |
| 314,572 | | |
| 22,858 | | |
| 16,852 | |
Movements of allowance for credit losses are as
follows:
| |
As of | | |
As of June 30, | |
| |
December 31,
2023 | | |
2024 (Unaudited) | | |
2024 (Unaudited) | |
| |
S$ | | |
S$ | | |
$ | |
Allowance for expected credit losses, beginning | |
| — | | |
| 30,916 | | |
| 22,793 | |
Deductions | |
| 30,916 | | |
| (11,181 | ) | |
| (8,243 | ) |
Allowance for expected credit losses, ending | |
| 30,916 | | |
| 19,735 | | |
| 14,550 | |
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 5 — CONTRACT ASSETS/(LIABILITIES)
Contract assets consisted of the following:
| |
As of | | |
As of June 30, | |
| |
December 31,
2023 | | |
2024 (Unaudited) | | |
2024 (Unaudited) | |
| |
S$ | | |
S$ | | |
$ | |
Revenue recognized to date | |
| 12,903,448 | | |
| 17,864,766 | | |
| 13,170,721 | |
Less: Progress billings to date | |
| 8,090,135 | | |
| 12,505,134 | | |
| 9,219,356 | |
Less: Credit losses | |
| — | | |
| (62,584 | ) | |
| (46,139 | ) |
Contract assets, net | |
| 4,813,313 | | |
| 5,297,048 | | |
| 3,905,226 | |
Contract liability | |
| — | | |
| (50,000 | ) | |
| (36,862 | ) |
All contract assets recognized are current with
billings expected within the next twelve months.
Movement of the allowance for contract assets
were as follows:
| |
As of | | |
As of June 30, | |
| |
December 31,
2023 | | |
2024 (Unaudited) | | |
2024 (Unaudited) | |
| |
S$ | | |
S$ | | |
$ | |
Beginning balance | |
| — | | |
| — | | |
| — | |
Addition | |
| — | | |
| 62,584 | | |
| 46,139 | |
Write-off | |
| — | | |
| (62,584 | ) | |
| (46,139 | ) |
Ending balance | |
| — | | |
| — | | |
| — | |
Contract liabilities consisted of the following:
| |
As of | | |
As of June 30, | |
| |
December 31,
2023 | | |
2024 (Unaudited) | | |
2024 (Unaudited) | |
| |
S$ | | |
S$ | | |
$ | |
Billings in advance of performance obligation under contracts | |
| — | | |
| 50,000 | | |
| 36,862 | |
Contract liabilities related to contracts are
balances due to customers under contracts. These arise if a particular milestone payment exceeds the revenue recognized to date under
the cost-to-cost method. All contract liabilities recognized are current with revenue expected to be recognized within the next twelve
months.
The movement in contract liabilities is as follows:
| |
As of | | |
As of June 30, | |
| |
December 31,
2023 | | |
2024 (Unaudited) | | |
2024 (Unaudited) | |
| |
S$ | | |
S$ | | |
$ | |
Balance at beginning of the year/period | |
| 136,464 | | |
| — | | |
| — | |
Decrease in contract liabilities as a result of recognizing revenue during the year was included in the contract liabilities at the beginning of the year/period | |
| (136,464 | ) | |
| — | | |
| — | |
Increase in contract liabilities as a result of billings in advance of performance obligation under contracts | |
| — | | |
| 50,000 | | |
| 36,862 | |
Balance at end of the year/period | |
| — | | |
| 50,000 | | |
| 36,862 | |
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 6 — OTHER ASSETS
Other assets — current consisted
of the following:
| |
As of | | |
As of June 30, | |
| |
December 31,
2023 | | |
2024 (Unaudited) | | |
2024 (Unaudited) | |
| |
S$ | | |
S$ | | |
$ | |
Prepayments | |
| 76,249 | | |
| 1,762 | | |
| 1,299 | |
Short-term deposits | |
| — | | |
| 9,600 | | |
| 7,078 | |
Other assets – current | |
| 76,249 | | |
| 11,362 | | |
| 8,377 | |
Other assets — non-current consisted
of the following:
| |
As of | | |
As of June 30, | |
| |
December 31,
2023 | | |
2024 (Unaudited) | | |
2024 (Unaudited) | |
| |
S$ | | |
S$ | | |
$ | |
Advance to suppliers | |
| 32,077 | | |
| 10,916 | | |
| 8,048 | |
Long-term deposits | |
| 54,038 | | |
| 60,602 | | |
| 44,678 | |
Deferred offering costs | |
| 324,955 | | |
| 559,727 | | |
| 412,656 | |
Other assets – non-current | |
| 411,070 | | |
| 631,245 | | |
| 465,382 | |
Short-term deposits include deposits for tenders
while long-term deposits primarily include deposits for leases.
Note 7 — PROPERTY AND EQUIPMENT,
NET
Property and equipment, net, consist of the following:
| |
As of | | |
As of June 30, | |
| |
December 31,
2023 | | |
2024 (Unaudited) | | |
2024 (Unaudited) | |
| |
S$ | | |
S$ | | |
$ | |
Computers | |
| 24,668 | | |
| 24,668 | | |
| 18,187 | |
Office equipment | |
| 2,202 | | |
| 2,202 | | |
| 1,623 | |
Subtotal | |
| 26,870 | | |
| 26,870 | | |
| 19,810 | |
Less: Accumulated depreciation | |
| (19,011 | ) | |
| (21,167 | ) | |
| (15,605 | ) |
Property and equipment, net | |
| 7,861 | | |
| 5,703 | | |
| 4,205 | |
Depreciation expenses of owned assets for the
year ended December 31, 2023 and for the six months ended June 30, 2024 amounted to S$4,619 and S$2,158 ($1,591), respectively.
No impairment loss had been recognized during
the year ended December 31, 2023 and for the six months ended June 30, 2024.
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 8 — LEASES
Finance leases as lessee
As of December 31, 2023 and June 30, 2024,
the Company has finance leases on its consolidated balance sheets for hire purchase of motor vehicle and lease of office equipment.
The following table shows finance lease liabilities
and the associated financial statement line items:
| |
As of | | |
As of June 30, | |
| |
December 31,
2023 | | |
2024 (Unaudited) | | |
2024 (Unaudited) | |
| |
S$ | | |
S$ | | |
$ | |
Liabilities | |
| | |
| | |
| |
Finance lease liabilities – current | |
| 62,778 | | |
| 43,854 | | |
| 32,331 | |
Finance lease liabilities – non-current | |
| 73,173 | | |
| 103,251 | | |
| 76,121 | |
Total | |
| 135,951 | | |
| 147,105 | | |
| 108,452 | |
As of December 31, 2023 and June 30, 2024,
“Right-of-use assets, net” consisted of the following:
| |
As of | | |
As of June 30, | |
| |
December 31,
2023 | | |
2024 (Unaudited) | | |
2024 (Unaudited) | |
| |
S$ | | |
S$ | | |
$ | |
Motor vehicles under hire purchase | |
| 230,334 | | |
| 230,334 | | |
| 169,813 | |
Leased office equipment | |
| 73,830 | | |
| 145,182 | | |
| 107,034 | |
Disposal | |
| — | | |
| (73,830 | ) | |
| (54,431 | ) |
Subtotal | |
| 304,164 | | |
| 301,686 | | |
| 222,416 | |
Less: Accumulated amortization | |
| (186,084 | ) | |
| (216,286 | ) | |
| (159,455 | ) |
Disposal | |
| — | | |
| 55,373 | | |
| 40,823 | |
Right-of-use assets (finance lease), net | |
| 118,080 | | |
| 140,773 | | |
| 103,784 | |
Information related to finance lease activities
during the periods are as follows:
| |
For the six months ended June 30, | |
| |
2023 (Unaudited) | | |
2024 (Unaudited) | | |
2024 (Unaudited) | |
| |
S$ | | |
S$ | | |
$ | |
Finance lease expenses | |
| | |
| | |
| |
Amortization | |
| 31,173 | | |
| 25,444 | | |
| 18,758 | |
Interest of financing lease liabilities | |
| 4,818 | | |
| 4,017 | | |
| 2,962 | |
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 8 — LEASES (cont.)
Future finance lease payments as of June 30, 2024
(unaudited) are detailed as follows:
For the year ending June 30, | |
S$ | | |
$ | |
2025 | |
| 50,172 | | |
| 36,989 | |
2026 | |
| 50,172 | | |
| 36,989 | |
2027 | |
| 34,454 | | |
| 25,401 | |
2028 | |
| 22,494 | | |
| 16,584 | |
2029 | |
| 2,449 | | |
| 1,805 | |
Total future lease payment | |
| 159,741 | | |
| 117,768 | |
Less: Imputed interest | |
| (12,636 | ) | |
| (9,316 | ) |
Present value of finance lease liabilities | |
| 147,105 | | |
| 108,452 | |
Less: Current portion | |
| (43,854 | ) | |
| (32,331 | ) |
Long-term potion of finance lease liabilities | |
| 103,251 | | |
| 76,121 | |
The following table shows the weighted-average
lease terms and discount rates for finance leases:
| |
As of | | |
As of
June 30, | |
| |
December 31,
2023 | | |
2024 (Unaudited) | |
Weighted average remaining lease term (Years) | |
| | |
| |
Finance leases | |
| 2.70 | | |
| 3.38 | |
| |
| | | |
| | |
Weighted average discount rate (%) | |
| | | |
| | |
Finance leases | |
| 5.67 | | |
| 5.25 | |
Operating leases as lessee
As of December 31, 2023 and June 30, 2024,
the Company has operating leases on its consolidated balance sheets rentals of leasehold buildings.
The following table shows operating lease liabilities
and the associated financial statement line items:
| |
As of | | |
As of June 30, | |
| |
December 31,
2023 | | |
2024 (Unaudited) | | |
2024 (Unaudited) | |
| |
S$ | | |
S$ | | |
$ | |
Liabilities | |
| | |
| | |
| |
Operating lease liabilities – current | |
| 136,566 | | |
| 156,807 | | |
| 115,605 | |
Operating lease liabilities – non-current | |
| 42,217 | | |
| 55,922 | | |
| 41,228 | |
Total | |
| 178,783 | | |
| 212,729 | | |
| 156,833 | |
As of December 31, 2023and June 30, 2024,
“Right-of-use assets, net” consisted of the following:
| |
As of | | |
As of June 30, | |
| |
December 31,
2023 | | |
2024 (Unaudited) | | |
2024 (Unaudited) | |
| |
S$ | | |
S$ | | |
$ | |
Leasehold buildings | |
| 518,964 | | |
| 634,830 | | |
| 468,026 | |
Less: Accumulated amortization | |
| (341,870 | ) | |
| (418,533 | ) | |
| (308,562 | ) |
Right-of-use assets (operating lease), net | |
| 177,094 | | |
| 216,297 | | |
| 159,464 | |
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 8 — LEASES (cont.)
Information related to operating lease activities
during the periods are as follows:
| |
For the six months ended June 30, | |
| |
2023 (Unaudited) | | |
2024 (Unaudited) | | |
2024 (Unaudited) | |
| |
S$ | | |
S$ | | |
$ | |
Operating lease expenses | |
| | |
| | |
| |
Amortization | |
| 60,575 | | |
| 76,664 | | |
| 56,520 | |
Interest of operating lease liabilities | |
| 3,341 | | |
| 3,252 | | |
| 2,398 | |
Future operating lease payments as of June 30,
2024 are detailed as follows:
For the year ending June 30, | |
S$ | | |
$ | |
2025 | |
| 161,388 | | |
| 118,982 | |
2026 | |
| 41,803 | | |
| 30,819 | |
2027 | |
| 20,000 | | |
| 14,745 | |
Total future lease payment | |
| 223,191 | | |
| 164,547 | |
Less: Imputed interest | |
| (10,462 | ) | |
| (7,713 | ) |
Present value of operating lease liabilities | |
| 212,729 | | |
| 156,834 | |
Less: Current portion | |
| (156,807 | ) | |
| (115,605 | ) |
Long-term potion of operating lease liabilities | |
| 55,922 | | |
| 41,228 | |
The following table shows the weighted-average
lease terms and discount rates for operating leases:
| |
As of | | |
As of
June 30, | |
| |
December 31,
2023 | | |
2024 (Unaudited) | |
Weighted average remaining lease term (Years) | |
| | |
| |
Operating leases | |
| 1.35 | | |
| 1.39 | |
| |
| | | |
| | |
Weighted average discount rate (%) | |
| | | |
| | |
Operating leases | |
| 3.75 | | |
| 3.75 | |
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 9 — LOANS AND BORROWINGS
Long-term and short-term loans and borrowings
are as follows:
| |
As of | | |
As of June 30, | |
| |
December 31,
2023 | | |
2024 (Unaudited) | | |
2024 (Unaudited) | |
| |
S$ | | |
S$ | | |
$ | |
Total loans and borrowings | |
| 1,266,265 | | |
| 1,032,509 | | |
| 761,213 | |
Less: loans and borrowings – current | |
| 429,603 | | |
| 343,410 | | |
| 253,178 | |
Loans and borrowings – non-current | |
| 836,662 | | |
| 689,099 | | |
| 508,035 | |
Bank borrowings comprised of the following:
| |
| | |
| |
| |
| |
As of | | |
As of
June 30, | |
Loans and borrowings | |
Principal amount | | |
Maturity Date | |
Interest Rate | |
Repayment Method | |
December 31,
2023 | | |
2024
(Unaudited) | | |
2024
(Unaudited) | |
| |
S$ | | |
| |
| |
| |
S$ | | |
S$ | | |
$ | |
DBS SME Working Capital Loan | |
| 50,000 | | |
August 5, 2024 | |
Fixed at 7.00% | |
Monthly Repayment | |
| 7,663 | | |
| 1,963 | | |
| 1,447 | |
Standard Chartered Bank Enterprise Financing Temporary Bridging Loan I | |
| 452,000 | | |
March 31, 2024 | |
6.25% below prevailing Business Instalment Loan Board Rate, subject to a cap of 5% | |
Monthly Repayment | |
| 39,149 | | |
| - | | |
| - | |
Standard Chartered Bank Enterprise Financing Temporary Bridging Loan II | |
| 275,000 | | |
July 31, 2025 | |
4.12% below prevailing Business Instalment Loan Board Rate, subject to a cap of 5% | |
Monthly Repayment | |
| 150,339 | | |
| 103,701 | | |
| 76,453 | |
ETHOZ Capital Ltd Temporary Bridging Loan | |
| 300,000 | | |
November 29, 2024 | |
Fixed at 5.00% | |
Monthly Repayment | |
| 105,010 | | |
| 53,146 | | |
| 39,182 | |
ANEXT Bank Loan | |
| 300,000 | | |
January 26, 2028 | |
Fixed at 8.80% | |
Monthly Repayment | |
| 254,370 | | |
| 227,889 | | |
| 168,010 | |
Standard Chartered Bank Business Installment Loan | |
| 300,000 | | |
August 31, 2028 | |
0.72% below prevailing Business Instalment Loan Board Rate | |
Monthly Repayment | |
| 282,664 | | |
| 257,215 | | |
| 189,631 | |
OCBC Business Term Loan | |
| 300,000 | | |
August 31, 2028 | |
4.25% below prevailing Business Term Rate | |
Monthly Repayment | |
| 285,360 | | |
| 259,755 | | |
| 191,503 | |
DBS SME Working Capital Loan II | |
| 150,000 | | |
August 9, 2028 | |
Fixed at 7.75% | |
Monthly Repayment | |
| 141,710 | | |
| 128,840 | | |
| 94,987 | |
Total loans and borrowings | |
| | | |
| |
| |
| |
| 1,266,265 | | |
| 1,032,509 | | |
| 761,213 | |
For the year ended December 31, 2023 and
the six months ended June 30, 2024, the effective interest rate of the Company’s loans and borrowings ranges from 2.75% to 8.80%,
and 4.88% to 8.80%,respectively.
Interest expenses arising from the Company’s
loans and borrowings for the year ended December 31, 2023 and the six months ended June 30, 2024 amounted to S$65,085 and S$
43,257 ($ 31,891 ), respectively.
All loans and borrowings are secured over the
joint and several personal guarantees from Ms. Siew Yian Lee and Mr. Heng Kong Chuan, the director and shareholders of the Company.
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 9 — LOANS AND BORROWINGS
(cont.)
The maturity dates for the Company’s outstanding
loans and borrowings as of June 30, 2024 are as follows:
For the year ending June 30, | |
S$ | | |
$ | |
2025 | |
| 411,477 | | |
| 303,359 | |
2026 | |
| 264,951 | | |
| 195,334 | |
2027 | |
| 256,713 | | |
| 189,261 | |
2028 | |
| 225,720 | | |
| 166,411 | |
2029 | |
| 32,266 | | |
| 23,788 | |
Total loans and borrowings | |
| 1,191,127 | | |
| 878,153 | |
Less: Imputed interest | |
| (158,618 | ) | |
| (116,940 | ) |
Present value of loans and borrowings | |
| 1,032,509 | | |
| 761,213 | |
Note 10 — OTHER PAYABLES AND
ACCRUALS
The components of other payables and accruals
are as follows:
| |
As of | | |
As of June 30, | |
| |
December 31,
2023 | | |
2024 (Unaudited) | | |
2024 (Unaudited) | |
| |
S$ | | |
S$ | | |
$ | |
Accrued expenses | |
| 131,435 | | |
| 44,953 | | |
| 33,141 | |
Other payables | |
| 553,161 | | |
| 697,502 | | |
| 514,231 | |
GST payable, net | |
| 91,828 | | |
| 96,773 | | |
| 71,345 | |
Other payables and accruals | |
| 776,424 | | |
| 839,228 | | |
| 618,717 | |
Accrued expenses mainly consisted of staff expenses
and professional service fees and costs incurred for operating activities which are yet to bill. Other payables included the provision
for legal claims amounting to S$385,000 and S$385,000 ($283,840) as of December 31, 2023 and June 30, 2024 respectively. For more
information see “Note 15 — Commitments and Contingencies”.
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 11 — OTHER INCOME
| |
For the six months ended June 30, | |
| |
2023 (Unaudited) | | |
2024 (Unaudited) | | |
2024 (Unaudited) | |
| |
S$ | | |
S$ | | |
$ | |
Interest income | |
| 3 | | |
| 5 | | |
| 4 | |
Government grants | |
| 3,567 | | |
| 2,784 | | |
| 2,052 | |
Total other income | |
| 3,570 | | |
| 2,789 | | |
| 2,056 | |
Note 12 — INCOME TAXES
Income tax
Cayman Islands
The Company is incorporated in the Cayman Islands
and is not subject to tax on income or capital gains under current Cayman Islands law. In addition, upon payments of dividends by the
Company entities to their shareholders, no Cayman Islands withholding tax will be imposed. Accordingly, the Company does not accrue for
taxes.
British Virgin Islands (“BVI”)
Under the current laws of the BVI, the Company’s
subsidiary incorporated in BVI is not subject to tax on income or capital gains. Additionally, upon payments of dividends by the BVI company
to its respective shareholders, no BVI withholding tax will be imposed.
Singapore
The Company’s main operating subsidiary
is incorporated in Singapore and is subject to income taxes on the taxable income as reported in its statutory financial statements adjusted
in accordance with relevant tax laws and regulations of Singapore. The applicable tax rate is 17% in Singapore, with 75% of the first
S$10,000 taxable income and 50% of the next S$190,000 taxable income exempted from income tax.
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 12 — INCOME TAXES
(cont.)
The following table reconciles Singapore statutory
rates to the Company’s effective tax rate:
| |
For the six months ended June 30, | |
| |
2023 (Unaudited) | | |
2024 (Unaudited) | | |
2024 (Unaudited) | |
| |
S$ | | |
S$ | | |
$ | |
Income tax expenses | |
| | |
| | |
| |
Current income tax expenses | |
| 35,831 | | |
| — | | |
| — | |
Deferred income tax expenses | |
| (703 | ) | |
| 76,053 | | |
| 56,070 | |
Income tax expenses | |
| 35,128 | | |
| 76,053 | | |
| 56,070 | |
| |
| | | |
| | | |
| | |
Income before tax | |
| 300,887 | | |
| 323,477 | | |
| 238,482 | |
Singapore statutory income tax rate | |
| 17 | % | |
| 17 | % | |
| 17 | % |
Income tax expenses computed at statutory rate | |
| 51,151 | | |
| 54,991 | | |
| 40,542 | |
| |
| | | |
| | | |
| | |
Reconciling items: | |
| | | |
| | | |
| | |
Non-deductible expenses | |
| 1,402 | | |
| 3,948 | | |
| 2,911 | |
Tax exemption and rebates | |
| (17,425 | ) | |
| — | | |
| — | |
Others | |
| — | | |
| 17,114 | | |
| 12,617 | |
Income tax expenses | |
| 35,128 | | |
| 76,053 | | |
| 56,070 | |
The Company measures deferred tax assets and liabilities
based on the difference between the financial statement and tax bases of assets and liabilities at the applicable tax rates. Components
of the Company’s deferred tax asset and liability are as follows:
| |
As of | | |
As of June 30, | |
| |
December 31,
2023 | | |
2024 (Unaudited) | | |
2024 (Unaudited) | |
| |
S$ | | |
S$ | | |
$ | |
Deferred tax assets | |
| | |
| | |
| |
Lease liability | |
| 35,415 | | |
| 46,203 | | |
| 34,063 | |
Net operating loss carry-forwards | |
| 226,384 | | |
| 243,758 | | |
| 179,709 | |
Deferred tax liabilities | |
| | | |
| | | |
| | |
Right-of-use assets | |
| (33,244 | ) | |
| (46,879 | ) | |
| (34,561 | ) |
Property and equipment (Temporary depreciation difference) | |
| (6,586 | ) | |
| (5,520 | ) | |
| (4,070 | ) |
Unbilled revenue | |
| (800,352 | ) | |
| (891,998 | ) | |
| (657,622 | ) |
Deferred tax assets/(liabilities), net | |
| (578,383 | ) | |
| (654,436 | ) | |
| (482,481 | ) |
As the deferred tax assets and deferred tax liabilities
are generated from the same entity, Springview (S), hence the deferred tax assets and deferred tax liabilities are eligible to net off
with each other.
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 13 — EQUITY
Ordinary shares
The Company was incorporated in the Cayman Islands
on September 27, 2023, with an authorized share capital of $50,000 divided into 50,000,000 ordinary shares of par value of $0.001
per share. On November 16, 2023, the authorized share capital was subsequently amended to become $50,000 divided into 400,000,000
Class A Shares and 100,000,000 Class B Shares.
On December 1, 2023, the Company issued 10,000,000
Class A Shares and 10,000,000 Class B Shares to the controlling shareholders at par value of $0.0001 per share.
Each holder of Class A Shares is entitled to exercise
one vote for each Class A Share held on any and all matters to be voted thereon in a general meeting of shareholders, and each holder
of Class B Shares is entitled to exercise 20 votes for each Class B Share held on any and all matters to be voted thereon in a general
meeting of shareholders. The Class B Shares are not convertible into Class A Shares and the Class A Shares are not convertible into Class
B Shares. Holders of the Class A Shares may receive dividends paid by the Company and have the right to the surplus assets of the Company
on its liquidation pursuant to the Amended and Restated Memorandum and Articles of Association. However. the holders of the Class B Shares
have no right to any share of the dividends paid by the Company and no right to any share in the distribution of any surplus assets of
the Company on its liquidation.
Note 14 — Related
party balances and transactions
The Company’s relationships with related
parties who had transactions with the Company are summarized as follows:
Related Party Name |
|
Relationship to the Company |
Springview Contracts Pte. Ltd. |
|
Controlled by executive director and shareholder, Ms. Lee Siew Yian and shareholder, Mr. Heng Kong Chuan |
GGL Enterprises Pte. Ltd. |
|
Controlled by CEO and shareholder, Mr. Wang Zhuo, and shareholder, Mr. Heng Kong Chuan |
Mr. Heng Kong Chuan |
|
Shareholder and spouse of executive director, Ms. Lee Siew Yian |
China International Corporate Management |
|
Controlled by CEO and shareholder, Mr. Wang Zhuo |
| a. | Accounts receivable due from a related party |
| |
As of | | |
As of June 30, | |
Related Party Name | |
December 31, 2023 | | |
2024 (Unaudited) | | |
2024 (Unaudited) | |
| |
S$ | | |
S$ | | |
$ | |
Springview Contracts Pte. Ltd. | |
| 145,842 | | |
| 105,053 | | |
| 77,450 | |
Total | |
| 145,842 | | |
| 105,053 | | |
| 77,450 | |
| b. | Amount due from/(to) related parties |
| |
As of | | |
As of June 30, | |
Related Party Name | |
December 31, 2023 | | |
2024 (Unaudited) | | |
2024 (Unaudited) | |
| |
S$ | | |
S$ | | |
$ | |
Springview Contracts Pte. Ltd. | |
| — | | |
| — | | |
| — | |
Mr. Heng Kong Chuan | |
| (19,902 | ) | |
| — | | |
| — | |
China International Corporate Management | |
| (584,327 | ) | |
| (904,040 | ) | |
| (666,500 | ) |
As of the date of this report, the accounts receivable
due from Springview Contracts Pte. Ltd. has been fully collected.
During the year ended December 31, 2023 and the
six months ended June 30, 2024, the Company received repayment of S$1,000,000 and S$40,789 ($30,072) from Springview Contracts Pte. Ltd.,
respectively.
During the year ended December 31, 2023 and the
six months ended June 30, 2024, the Company repaid Mr. Heng Kong Chuan S$212,051 and S$19,902 ($14,673), respectively.
During the year ended December 31, 2023 and the
six months ended June 30, 2024, the Company received proceeds of 584,328 and S$319,713 ($235,708) from China International Corporate Management,
respectively.
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 14 — Related
party balances and transactions (cont.)
| c. | Related party transactions |
| |
| |
For the six months ended June 30, | |
Nature | |
Name | |
2023 (Unaudited) | | |
2024 (Unaudited) | | |
2024 (Unaudited) | |
| |
| |
S$ | | |
S$ | | |
$ | |
Construction service provided to Springview Contracts Pte. Ltd. | |
Springview Contracts Pte. Ltd.(1) | |
| 171,467 | | |
| — | | |
| — | |
Interior design service subcontracting cost provided by GGL Enterprises Pte. Ltd. | |
GGL Enterprises Pte. Ltd. | |
| 12,778 | | |
| — | | |
| — | |
| (1) | Springview Contracts Pte. Ltd. engaged the Company to provide
construction services for projects under Springview Contracts Pte. Ltd. The total charges are computed and issued as sales invoices to
Springview Contracts Pte. Ltd. by the Company at the end of each fiscal year, which resulted in accounts receivable and amounts due from
Springview Contracts Pte. Ltd. Such receivables are due within 120 days. As of June 30, 2024, no receivables are considered past due. |
Note 15 — COMMITMENTS AND CONTINGENCIES
In the ordinary course of business, the Company
may be subject to legal proceedings regarding contractual and employment relationships and a variety of other matters. The Company records
contingent liabilities resulting from such claim, when a loss is assessed to be probable, and the amount of the loss is reasonably estimable
per guidance of ASC Topic 450-20-Loss Contingencies.
As of December 31, 2023 and June 30, 2023,
the Company is subject to legal proceeding from a charge by Ministry of Manpower for an offence under Section 12(1) of the Workplace
Safety and Health Act for failure to take measure to ensure the safety of its employees at work in one of its construction projects in
2019 which resulted in injuries to one worker and one fatality. The Company has claimed trial to this charge. For the same incident, the
Company was also charged under Section 5 of the Building Control Act for carrying out building works that were not approved by the
Commissioner of Building Control. Additionally, the Company is also subject to a claim from an employee of a subcontractor for a construction
project for damages arising out of injuries and loss suffered as a result of work accident at the project site. The claimant seeks to
hold the Company and the subcontractor jointly and severally liable for the claim.
As of December 31, 2023 and June 30, 2024,
the Company’s accrued provision for the legal proceedings was S$385,000 and S$385,000 ($283,840) respectively. For the year ended
December 31, 2023 and the six months ended June 30, 2024, the Company’s provision for estimated litigation loss was nil.
Note 16 — SUBSEQUENT EVENTS
The Company evaluated all events and transactions
that occurred up through October 29, 2024, which is the date that these consolidated financial statements are available to be issued,
there were no other material subsequent events that require disclosure in these consolidated financial statements.
F-28
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