Exhibit 99.2
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
On October 6, 2023, the Company completed the acquisition of 100% of the equity interest in Simply Sakal Pte. Ltd. (“Simply”), at a total purchase price of S$4.7 million (equivalent to approximately US$3.5 million). The purchase price is structured as S$1.7 million (approximately US$1.25 million) in cash (the “Purchase Cash”), and S$3 million (approximately US$2.25 million) in the form of newly issued shares of the Company.
We refer the acquired company, Simply as “the acquired company”. And the corresponding transactions collectively as “Acquisition”.
The following unaudited pro forma combined financial information of the Company and the acquired company is presented to illustrate the estimated effects of the Acquisition described below (“Adjustments” or “Pro Forma Adjustments”).
The unaudited pro forma combined balance sheet as of December 31, 2022 combines the historical balance sheet of the Company and the balance sheet of the acquired company, after giving effect to the Acquisition as if it had occurred on December 31, 2022. The unaudited pro forma statement of operations for the year ended December 31, 2022 combines the historical statement of comprehensive loss of the Company and the statement of profit or loss and other comprehensive income or loss of the acquired company, after giving effect to the Acquisition as if it had occurred on January 1, 2022. These unaudited pro forma combined balance sheet and unaudited pro forma combined statement of operations are referred to collectively as the “pro forma financial information.”
The pro forma financial information should be read in conjunction with the accompanying notes. In addition, the pro forma financial information is derived from and should be read in conjunction with the following historical financial statements and accompanying notes of the Company and the acquired company:
(i) audited financial statements as of and for the fiscal year ended December 31, 2022 and the related notes included in the annual report on Form 20-F for the year ended December 31, 2022 filed by the Company; and
(ii) audited financial statements of Simply as of and for the year ended December 31, 2022 and the related notes included in this registration statement.
F-1 |
UNAUDITED PRO FORMA COMBINED BALANCE SHEETS
As of December 31, 2022 | Pro Forma Adjustment | ||||||||||||||||||
Ohmyhome Historical | Simply Historical | for Acquisitions | Note | Pro Forma Combined | |||||||||||||||
SGD | SGD | SGD | SGD | ||||||||||||||||
ASSETS | |||||||||||||||||||
Current assets | |||||||||||||||||||
Cash and cash equivalents | 301,433 | 744,677 | - | 1,046,110 | |||||||||||||||
Accounts receivable, net | 243,716 | 287,639 | - | 531,355 | |||||||||||||||
Prepayments | 51,774 | 5,265 | - | 57,039 | |||||||||||||||
Short-term loan to a director | - | 100,967 | - | 100,967 | |||||||||||||||
Other current assets, net | 6,613 | - | - | 6,613 | |||||||||||||||
Total current assets | 603,536 | 1,138,548 | - | 1,742,084 | |||||||||||||||
Property and equipment, net | 35,362 | 25,198 | - | 60,560 | |||||||||||||||
Non-current assets | |||||||||||||||||||
Intangible assets | - | 337,876 | - | 337,876 | |||||||||||||||
Deposit | 98,719 | 18,134 | - | 116,853 | |||||||||||||||
Deferred initial public offering (“IPO”) costs | 676,321 | - | - | 676,321 | |||||||||||||||
Operating lease right-of-use assets, net | 754,852 | 35,879 | - | 790,731 | |||||||||||||||
Goodwill | - | - | 3,514,082 | B | 3,514,082 | ||||||||||||||
Total non-current assets | 1,529,892 | 391,889 | 3,514,082 | 5,435,863 | |||||||||||||||
Total assets | 2,168,790 | 1,555,635 | 3,514,082 | 7,238,507 | |||||||||||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||||||||||
Current liabilities | |||||||||||||||||||
Bank loans, current portion | 305,965 | 51,525 | - | 357,490 | |||||||||||||||
Accounts payable | 67,730 | 28,482 | - | 96,212 | |||||||||||||||
Accrued liabilities and other payables | 229,195 | 71,949 | - | 301,144 | |||||||||||||||
Contract liabilities | 194,300 | - | - | 194,300 | |||||||||||||||
Amount due to a shareholder | 2,290,044 | 12,628 | - | 2,302,672 | |||||||||||||||
Deferred government subsidies, current | - | 8,354 | - | 8,354 | |||||||||||||||
Operating lease obligation, current | 319,255 | 25,050 | - | 344,305 | |||||||||||||||
Short-term payable for acquisition | - | - | 513,600 | B | 513,600 | ||||||||||||||
Tax payable | 25,101 | 48,143 | - | 73244 | |||||||||||||||
Total current liabilities | 3,431,590 | 246,131 | 513,600 | B | 4,191,321 | ||||||||||||||
Non-current liabilities: | |||||||||||||||||||
Bank loans, non-current portion | 475,737 | 81,759 | - | 557,496 | |||||||||||||||
Deferred government subsidies, non-current | - | 18,708 | - | 18,708 | |||||||||||||||
Operating lease obligation, non-current | 444,571 | 11,119 | - | 455,690 | |||||||||||||||
Long-term payable for acquisition | - | - | 1,198,400 | B | 1,198,400 | ||||||||||||||
Total non-current liabilities | 920,308 | 111,586 | 1,198,400 | B | 2,230,294 | ||||||||||||||
Total liabilities | 4,351,898 | 357,717 | 1,712,000 | B | 6,421,615 | ||||||||||||||
SHAREHOLDERS’ EQUITY | |||||||||||||||||||
Ordinary shares | 21,970 | 1,783,001 | (1,783,001 | ) | B | 21,970 | |||||||||||||
Additional paid-in capital | 11,292,123 | - | 3,000,000 | B | 14,292,123 | ||||||||||||||
Accumulated other comprehensive income | 36,153 | - | 36,153 | ||||||||||||||||
Accumulated deficit | (13,131,513 | ) | (585,083 | ) | 585,082 | B | (13,131,513 | ) | |||||||||||
Total Ohmyhome Limited shareholder’s equity | (1,781,267 | ) | 1,197,918 | 1,802,082 | 1,218,733 | ||||||||||||||
Non-controlling Interests | (401,841 | ) | - | - | (401,841 | ) | |||||||||||||
Total shareholders’ equity | (2,183,108 | ) | 1,197,918 | 1,802,082 | 816,892 | ||||||||||||||
Total liabilities and shareholders’ equity | 2,168,790 | 1,555,635 | 3,514,082 | 7,238,507 |
The accompanying notes are an integral part of these financial statements
F-2 |
UNAUDITED PRO FORMA
COMBINED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
As of December 31, 2022 | ||||||||||||||||||||
Ohmyhome Historical | Simply Historical | Pro Forma Adjustment for Acquisitions | Note | Pro Forma Combined | ||||||||||||||||
SGD | SGD | SGD | SGD | |||||||||||||||||
Operating revenues | 7,025,592 | 2,647,140 | - | 9,672,732 | ||||||||||||||||
Cost of revenues | (4,708,678 | ) | (1,952,869 | ) | - | (6,661,547 | ) | |||||||||||||
Gross profit | 2,316,914 | 694,271 | - | 3,011,185 | ||||||||||||||||
Operating expenses | ||||||||||||||||||||
Technology and development expenses | (1,767,730 | ) | - | - | (1,767,730 | ) | ||||||||||||||
Selling and marketing expenses | (1,926,003 | ) | - | - | (1,926,003 | ) | ||||||||||||||
General and administrative expenses and other staff expenses | (1,854,521 | ) | (1,249,730 | ) | (60,809 | ) | A | (3,165,060 | ) | |||||||||||
Depreciation and amortization expenses | - | (60,809 | ) | 60,809 | A | - | ||||||||||||||
Total operating expenses | (5,548,254 | ) | (1,310,539 | ) | - | (6,858,793 | ) | |||||||||||||
Loss from operations | (3,231,340 | ) | (616,268 | ) | - | (3,847,608 | ) | |||||||||||||
Other income (expense): | ||||||||||||||||||||
Interest expense, net | (35,167 | ) | (3,580 | ) | - | (38,747 | ) | |||||||||||||
Other income, net | 192,466 | 228,640 | - | 421,106 | ||||||||||||||||
Total other income, net | 157,299 | 225,060 | - | 382,359 | ||||||||||||||||
LOSS BEFORE INCOME TAXES | (3,074,041 | ) | (391,208 | ) | - | (3,465,249 | ) | |||||||||||||
Income tax expense | - | (7 | ) | - | (7 | ) | ||||||||||||||
NET LOSS | (3,074,041 | ) | (391,215 | ) | - | (3,465,256 | ) | |||||||||||||
Less: Net loss attributable to non-controlling interest | (21,041 | ) | - | - | (21,041 | ) | ||||||||||||||
Net loss attributable to OHMYHOMELTD | (3,053,000 | ) | (391,215 | ) | - | (3,444,215 | ) | |||||||||||||
NET LOSS | (3,074,041 | ) | (391,215 | ) | - | (3,465,256 | ) | |||||||||||||
OTHER COMPREHENSIVE LOSS | ||||||||||||||||||||
Foreign currency translation adjustment | 26,156 | - | - | 26,156 | ||||||||||||||||
TOTAL COMPREHENSIVE LOSS | (3,047,885 | ) | (391,215 | ) | - | (3,439,100 | ) | |||||||||||||
Less: Comprehensive loss attributable to non-controlling interests | (21,041 | ) | - | - | (21,041 | ) | ||||||||||||||
COMPREHENSIVE LOSS ATTRIBUTABLE TO OHMYHOME LIMITED | (3,026,844 | ) | (391,215 | ) | - | (3,418,059 | ) | |||||||||||||
Weighted average number of ordinary shares: | ||||||||||||||||||||
Basic | 16,250,000 | 16,250,000 | ||||||||||||||||||
Diluted (assuming issuance of maximum number of shares to Simply) | 16,935,536 | 16,935,536 | ||||||||||||||||||
LOSS PER SHARE – BASIC | (0.19 | ) | (0.21 | ) | ||||||||||||||||
LOSS PER SHARE – DILUTED | (0.19 | ) | (0.20 | ) |
The accompanying notes are an integral part of these financial statements
F-3 |
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
1. Basis of Presentation
The pro forma financial information was prepared in conformity with Article 11 of Regulation S-X. The pro forma financial information for acquisitions was prepared using the acquisition method of accounting in accordance with Accounting Standards Codification 805, “Business Combinations” (“ASC 805”) and was derived from the audited historical financial statements of the Company and the acquired company.
The pro forma financial information has been prepared by the Company for illustrative and informational purposes only in accordance with Article 11. The pro forma financial information is not necessarily indicative of what the Company’s statement of comprehensive loss or balance sheet actually would have been had the Acquisition and other Adjustments been completed as of the dates indicated or will be for any future periods. The pro forma financial information does not purport to project the Company’s future financial position or results of operations following the completion of the Acquisition.
The Company is still in the process of performing a full review of the acquired companies’ accounting policies to determine if there are any additional material differences that require modification or reclassification of the acquired companies’ revenues, expenses, assets or liabilities to conform to the Company’s accounting policies and classifications. As a result of that review, the Company may identify differences between the accounting policies of the companies that, when conformed, could have a material impact on the pro forma financial information.
2. Consideration and Purchase Price
Consideration and Purchase Price of Simply
Before the Simply Sakal Acquisition, the Company previously held nil shares of Simply and the ownership of Simply was nil. On October 6, 2023, the Company, through its wholly owned subsidiary, Ohmyhome (BVI), completed the acquisition of 100% of the issued and outstanding shares of Simply, at a total consideration of S$4,712,000, consisting of S$1,712,000 in cash and S$3,000,000 in the form of consideration shares. Upon completion of the Simply Sakal Acquisition, Simply became an indirect wholly-owned subsidiary of the Company.
The following table presents the calculation of preliminary purchase consideration:
SGD | ||||
Purchase price at acquisition close on October 6, 2023 | 4,712,000 | |||
Fair value of non-controlling shareholders | - | |||
Total allocated purchase price | 4,712,000 |
The allocation of the consideration is preliminary and pending finalization of various estimates, inputs and analyses. Since this pro forma financial information has been prepared based on preliminary estimates of consideration and fair values attributable to the Simply Sakal Acquisition, the actual amounts eventually recorded in accordance with the acquisition method of accounting, including the identifiable intangibles and goodwill, may differ materially from the information presented.
According to the SPA, the total number of Consideration Shares to be allotted and issued to the Simply Sellers shall be no less than 450,000 Ordinary Shares, and no more than 685,536 Ordinary Shares.
F-4 |
3. The allocation of the purchase price
The following table presents the preliminary purchase price allocation of the assets acquired and the liabilities assumed as if the Acquisition occurred on December 31, 2022.
Preliminary purchase price allocation of Simply
SGD | ||||
ASSETS | ||||
Cash and bank balances | 744,677 | |||
Accounts receivable, net | 287,639 | |||
Prepayments | 5,265 | |||
Short-term loan to a director | 100,967 | |||
Deposits | 18,134 | |||
Property and equipment, net | 25,198 | |||
Intangible Assets | 337,876 | |||
Operating lease right-of-use assets, net | 35,879 | |||
Goodwill | 3,514,082 | |||
Total assets | 5,069,717 | |||
LIABILITIES | ||||
Accounts payable | 28,482 | |||
Accrued liabilities and other payables | 71,949 | |||
Bank loans, current portion | 51,525 | |||
Deferred government subsidies, current | 8,354 | |||
Operating lease obligation, current | 25,050 | |||
Tax payable | 48,143 | |||
Bank loans, non-current portion | 81,759 | |||
Operating lease obligation, non-current | 11,119 | |||
Deferred government subsidies, non-current | 18,708 | |||
Total liabilities | 357,717 | |||
Total Allocated Purchase Price | 4,712,000 | |||
Cash Consideration | 1,712,000 | |||
Share Consideration | 3,000,000 |
The business combination accounting is not yet final, and the amounts assigned to the assets acquired and the liabilities assumed are provisional. Therefore, this may result in future adjustments to the provisional amounts as new information is obtained about the facts and circumstances that existed at the acquisition date. The final purchase price allocation will be determined when the Company has completed the detailed valuations and necessary calculations. The final allocation could differ materially from the preliminary allocation used in the pro forma adjustments.
4. Pro Forma Adjustments for Acquisitions
A. Reflects the adjustments to conform the accounting and presentation of assets and liabilities to the accounting and presentation of the Company.
B. Reflects the preliminary purchase price allocation recorded, and the elimination of the acquired companies’ net assets balances in accordance with the acquisition method of accounting.
F-5 |