FBS Global Ltd 20-F for FY2023
FBS Global Ltd (FBGL)
About this 20-F
FBS Global Ltd filed this 20-F on June 28, 2024, covering the fiscal year ended December 31, 2023 (FY2023).
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
OR
For
the fiscal year ended
OR
For the transition period from _________ to _____________.
OR
Date of event requiring this shell company report:
Commission
file number:
(Exact name of Registrant as Specified in its Charter)
(Jurisdiction of Incorporation or Organization)
Tel: +65 62857781
(Address of Principal Executive Offices)
+
(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange On Which Registered | ||
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
The number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2023 was: ordinary shares, par value $0.001 per share.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
☐
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes
☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ☐ | Accelerated filer ☐ | Emerging
growth company |
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided
pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| ☒ | ☐ | International
Financial Reporting Standards as issued by the International Accounting Standards Board |
☐ | Other |
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s of assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262 (b)) by the registered public accounting firm that prepared or issued its audit report.
Yes
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 ☐ Item 18 ☐
If
this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes ☐ No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15 (d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court:
Yes ☐ No ☐
EXPLANATORY NOTE
On April 1, 2024, the Securities and Exchange Commission (the “SEC”) declared effective the Registration Statement on Form F-1 (Commission File No. 333-269469) (“Form F-1 Registration Statement”) of FBS Global Limited, a limited liability company organized under the law of Cayman Islands.
Rule 15d-2 (“Rule 15d-2”) under the Securities Exchange Act of 1934, as amended, provides generally that if a company’s registration statement under the Securities Act of 1933, as amended, does not contain certified financial statements for the company’s last full fiscal year preceding the year in which the registration statement becomes effective then the company must, within the later of 90 days after the effective date of the registration statement or four months following the end of the registrant’s latest full fiscal year, file a special financial report furnishing certified financial statements for the last full fiscal year, meeting the requirements of the form appropriate for annual reports of that company. Rule 15d-2 further provides that the special financial report is to be filed under cover of the facing sheet of the form appropriate for annual reports of the company.
The Form F-1 Registration Statement did not contain the certified financial statements of FBS Global Limited for the last fiscal year ended December 31, 2023; therefore, as required by Rule 15d-2, FBS Global Limited is hereby filing the certified financial statements of FBS Global Limited with the SEC under cover of the facing page of an annual report on Form 20-F.
TABLE OF CONTENTS
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of FBS Global Limited:
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of FBS Global Limited (the “Company”) as of December 31, 2022 and 2023, the related consolidated statements of income and comprehensive income, changes in shareholders’ equity and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/
We have served as the Company’s auditor since 2022 (such date takes into account the acquisition of certain assets of Friedman LLP by Marcum Asia CPAs LLP effective September 1, 2022).
June 27, 2024
| F-2 |
FBS Global Limited
Consolidated Balance Sheets
2022 SGD | 2023 SGD | 2023 USD | ||||||||||
| As of December 31, | ||||||||||||
2022 SGD | 2023 SGD | 2023 USD | ||||||||||
| Assets | ||||||||||||
| Current assets | ||||||||||||
| Cash | ||||||||||||
| Restricted cash | ||||||||||||
| Accounts receivable, net | ||||||||||||
| Contract assets | ||||||||||||
| Other receivables – related parties | ||||||||||||
| Prepayments and other current assets | ||||||||||||
| Total current assets | ||||||||||||
| Non-current assets | ||||||||||||
| Property, plant and equipment | ||||||||||||
| Deferred offering cost | ||||||||||||
| Deferred tax assets, net | ||||||||||||
| Total non-current assets | ||||||||||||
| Total assets | ||||||||||||
| Liabilities and Shareholders’ Equity | ||||||||||||
| Current liabilities | ||||||||||||
| Accounts payable | ||||||||||||
| Contract liabilities | ||||||||||||
| Current portion of bank borrowings | ||||||||||||
| Due to related parties | ||||||||||||
| Dividend payable | ||||||||||||
| Financing lease liabilities- current | ||||||||||||
| Accrued expenses and other current liabilities | ||||||||||||
| Tax payable | ||||||||||||
| Total current liabilities | ||||||||||||
| Non-current liabilities | ||||||||||||
| Financing lease liabilities- non-current | ||||||||||||
| Bank borrowings, non-current | ||||||||||||
| Total non-current liabilities | ||||||||||||
| Total liabilities | ||||||||||||
| Commitments and contingencies | ||||||||||||
| Shareholders’ equity | ||||||||||||
| Ordinary shares, shares authorized; US$ par value, * shares issued and outstanding as of December 31, 2022 and 2023, respectively | ||||||||||||
| Additional paid in capital | ||||||||||||
| Retained earnings | ||||||||||||
| Total shareholders’ equity | ||||||||||||
| Total liabilities and shareholders’ equity | ||||||||||||
| * |
See accompanying notes to consolidated financial statements
| F-3 |
FBS Global Limited
Consolidated Statements of Income and Comprehensive Income
2022 SGD | 2023 SGD | 2023 USD | ||||||||||
| For the Years Ended December 31, | ||||||||||||
2022 SGD | 2023 SGD | 2023 USD | ||||||||||
| Revenue | ||||||||||||
| Cost of revenue | ||||||||||||
| Gross profit | ||||||||||||
| Operating expenses | ||||||||||||
| Provision for credit loss | ||||||||||||
| General and administrative expenses | ||||||||||||
| Total operating expenses | ||||||||||||
| Income (loss) from operations | ( | ) | ( | ) | ||||||||
| Other income (expense) | ||||||||||||
| Interest expenses, net | ( | ) | ( | ) | ( | ) | ||||||
| Finance expense, net | ( | ) | ( | ) | ( | ) | ||||||
| Other income | ||||||||||||
| Foreign exchange gain (loss), net | ( | ) | ( | ) | ||||||||
| Total other income, net | ||||||||||||
| Income (loss) before provision for income taxes | ( | ) | ( | ) | ||||||||
| Income tax (expense) benefit | ( | ) | ||||||||||
| Net income | ||||||||||||
| Comprehensive income | ||||||||||||
| Earnings per share – basic and diluted | ||||||||||||
| Weighted average shares outstanding, basic and diluted* | ||||||||||||
| * |
See accompanying notes to consolidated financial statements
| F-4 |
FBS Global Limited
Consolidated Statements of Changes in Shareholders’ Equity
For the Years Ended December 31, 2022 and 2023
| Shares* | Amount | Capital | Earnings | SGD | USD | |||||||||||||||||||
| Ordinary Shares | Additional Paid-in | Retained | Total | Total | ||||||||||||||||||||
| Shares* | Amount | Capital | Earnings | SGD | USD | |||||||||||||||||||
| Balance as of January 1, 2022 | ||||||||||||||||||||||||
| Capital contribution | - | |||||||||||||||||||||||
| Net income for the year | - | |||||||||||||||||||||||
| Balance as of December 31, 2022 | ||||||||||||||||||||||||
| Net income for the year | - | |||||||||||||||||||||||
| Balance as of December 31, 2023 | ||||||||||||||||||||||||
| * |
See accompanying notes to consolidated financial statements
| F-5 |
FBS Global Limited
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2022 and 2023
2022 SGD | 2023 SGD | 2023 USD | ||||||||||
| For the Years Ended December 31, | ||||||||||||
2022 SGD | 2023 SGD | 2023 USD | ||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net income | ||||||||||||
| Adjustments to reconcile net income to net cash used in operating activities: | ||||||||||||
| Provision for credit losses | ||||||||||||
| Depreciation of property and equipment | ||||||||||||
| Deferred tax expense | ||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||
| Accounts receivable | ( | ) | ( | ) | ||||||||
| Contract assets | ( | ) | ||||||||||
| Account receivables-related parties | ( | ) | ||||||||||
| Prepayments and other current assets | ( | ) | ( | ) | ( | ) | ||||||
| Accounts payable | ||||||||||||
| Contract liabilities | ( | ) | ||||||||||
| Taxes payable | ( | ) | ||||||||||
| Accrued expenses and other current liabilities | ( | ) | ||||||||||
| Net cash (used in) provided by operating activities | ( | ) | ||||||||||
| Cash flows from investing activities: | ||||||||||||
| Purchase of property, plant & equipment | ( | ) | ( | ) | ( | ) | ||||||
| Loan to related parties | ( | ) | ( | ) | ||||||||
| Collection from loans to related parties | ||||||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||||||
| Proceeds from bank borrowings | ||||||||||||
| Repayment of bank borrowings | ( | ) | ( | ) | ( | ) | ||||||
| Payment of financing lease liabilities | ( | ) | ( | ) | ( | ) | ||||||
| Proceeds from borrowings from related party | ||||||||||||
| Repayment of borrowings from related party | ( | ) | ( | ) | ( | ) | ||||||
| Capital contribution | ||||||||||||
| Deferred offering cost | ( | ) | ( | ) | ( | ) | ||||||
| Net cash used in financing activities | ( | ) | ( | ) | ( | ) | ||||||
| Net (decrease) increase in cash and restricted cash | ( | ) | ||||||||||
| Cash and restricted cash, beginning of year | ||||||||||||
| Cash and restricted cash, end of year | ||||||||||||
| Supplemental disclosure information: | ||||||||||||
| Cash paid for income tax | ||||||||||||
| Cash paid for interest | ||||||||||||
The following table provides a reconciliation of cash and restricted cash reported within the statement of financial position that sum to the total of the same amounts shown in the statement of cash flows:
| Cash | ||||||||||||
| Restricted Cash | ||||||||||||
| Total cash and restricted cash shown in the consolidated statements of cash flows |
See accompanying notes to consolidated financial statements
| F-6 |
FBS GLOBAL LIMITED
Notes to Consolidated Financial Statements
1. Organization and Business Description
Organization and Nature of Operations
FBS Global Limited is a holding company which was incorporated on March 10, 2022 under the laws of Cayman Islands as an exempted company with limited liability (“FBS Cayman” or “the Company”). It is a holding company with no business operation.
FBS
Cayman owns
From the beginning as a construction company since 1996, FBS SG has developed into a premier integrated engineering company that provides a full suite of construction and engineering services. These services include the supply of building materials and precast concrete components, recycling of construction and industrial wastes, research, and development, as well as pavement consultancy services. The Company is an established interior design and build (also referred to as “fit-out”) specialist in Singapore with a track record of over 20 years in institutional, residential, commercial and industrial building projects. The Company’s scope of services comprises design, supply and installation of ceilings, partitions, timber deck, carpet, lead lining, acoustic wall panel, built-in furnishing, carpentry and mechanical & electrical services of a building. The Company also undertakes main construction and building works projects.
A reorganization of the Company’s legal structure was completed on August 2, 2022. The reorganization involved the incorporation of FBS Cayman, and its wholly-owned subsidiaries, SEDL; and the transfer of all equity ownership of FBS SG to SEDL from the former shareholders of FBS SG. In consideration of the transfer, the Company issued ordinary shares with par value $ per share to the former shareholders of FBS SG.
On
August 2, 2022, the former shareholders transferred their
The transactions were between entities under common control, and therefore accounted for in a manner similar to the pooling-of-interest method. Under the pooling-of-interests method, combination between two businesses under common control is accounted for at carrying amounts with retrospective adjustment of prior period financial statements, and the equity accounts of the combining entities are combined and the difference between the consideration paid and the net assets acquired is reflected as an equity transaction (i.e., distribution to parent company). As opposed to the purchase method of accounting, no intangible assets are recognized in the transaction, and no goodwill is recognized as a result of the reorganization.
The accompanying consolidated financial statements reflect the activities of FBS Cayman and the following entity:
Schedule of Consolidated Financial Statements Reflect the Activities of FBS Cayman
| Subsidiary | Date of Incorporation |
Jurisdiction of Formation |
Percentage of direct/indirect Economic Ownership |
Principal Activities | ||||
Success Elite Development Limited (SEDL) |
BVI | Cayman |
||||||
| Finebuild Systems Pte Ltd (“FBS SG”) | Singapore |
| F-7 |
FBS GLOBAL LIMITED
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Liquidity
In assessing the Company’s liquidity, the Company monitors and analyzes its cash on-hand 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.
The
Company engages in providing a full suite of construction and engineering services. The Company’s business is capital intensive.
Working capital was approximately SGD
Although the Company believes that it can realize its current assets in the normal course of business, its ability to repay its current obligations will depend on the future realization of its current assets. Management has considered historical experience, the economic environment, trends in the construction industry, and the expected collectability of accounts receivable and contract assets as of December 31, 2023. The Company expects to realize balances net of allowance within the normal operating cycle of a twelve-month period. If the Company is unable to realize its current assets within the normal twelvemonth operating cycle, the Company may have to consider supplementing its available sources of funds through the following:
| ● | Financing from the Company’s officers/shareholders; | |
| ● | Other available sources of financing from banks and other financial institutions, given the Company’s credit history; |
Based on the above considerations, management is of the opinion that the Company has sufficient funds to meet its working capital requirements and debt obligations as they become due. However, there is no assurance that management will be successful in their plans. There are a number of factors that could potentially arise that could undermine the Company’s plans, such as changes in the demand for its services, economic conditions, competitive pricing in the construction industry, its operating results continuing to making profit and its bank and shareholders being able to provide continued financial support.
Basis of Presentation and Consolidation
The 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 Exchange Commission (“SEC”)
The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiary. All intercompany transactions and balances among the Company and its subsidiary have been eliminated upon consolidation.
| F-8 |
FBS GLOBAL LIMITED
Notes to Consolidated Financial Statements
Use of Estimates and Assumptions
The preparation of consolidated financial statements in conformity with U.S. GAAP requires the management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Significant estimates required to be made by management, include, but are not limited to, the allowance for credit loss, the determination of the useful lives of property and equipment, impairment of long-lived assets, allowance for deferred tax assets, uncertain tax position, right-of-use assets, financing lease liabilities, revenue recognition and contingencies. Actual results could differ from those estimates.
Foreign Currency Translation and transaction
The Company uses Singapore Dollars (“SGD”) as its reporting currency. The functional currency of the Company in Cayman and British Virgin Island is U.S. dollar and the subsidiary which incorporate in Singapore is Singapore Dollars which are their respective local currencies based on the criteria of ASC 830, “Foreign Currency Matters”.
Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange in place at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into the functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the consolidated statement of income and comprehensive income.
Assets and liabilities of the Company translated from their respective functional currencies to the reporting currency at the exchange rates at the balance sheet dates, equity accounts are translated at historical exchange rates and revenues and expenses are translated at the average exchange rates in effect during the reporting period. The resulting foreign currency translation adjustment are recorded in other comprehensive income.
Convenience translation
Translations
of balances in the consolidated balance sheets, consolidated statements of income and consolidated statements of cash flows from SGD
into USD as of and for the year ended December 31, 2023 are solely for the convenience of the reader and were calculated at the rate
of SGD to USD
Fair Value of Financial Instruments
The fair value of a financial instrument is defined as the exchange price that would be received from an asset or paid to transfer a liability (as exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The carrying amounts of financial assets and liabilities, such as cash, accounts receivable, prepayments and other current assets, accounts payable, and other current liabilities, approximate their fair values because of the short maturity of these instruments and market rates of interest.
ASC 825-10 requires certain disclosures regarding the fair value of financial instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
| Level 1 - | Quoted prices in active markets for identical assets and liabilities. |
| F-9 |
FBS GLOBAL LIMITED
Notes to Consolidated Financial Statements
| Level 2 - | Quoted prices in active markets for similar assets and liabilities, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. |
| Level 3 - | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. |
The Company considers the carrying amount of its financial assets and liabilities, which consist primarily of accounts receivable, contract assets, prepayments and other current assets, accounts payable, contract liabilities, income taxes payable, due to related parties, accrued expenses and other current liabilities approximate the fair value of the respective assets and liabilities as of December 31, 2022 and 2023 due to their short-term nature.
Cash and Restricted Cash
Cash
includes cash on hand and demand deposits in accounts maintained with commercial banks that can be added or withdrawn without limitation
and have original maturities of less than three months. The Company maintains the bank accounts in Singapore. Cash balances in bank accounts
in Singapore with maximum amount of SGD
Restricted cash consisted of deposit which is required to be withheld in the bank by the Company to compensate the customer in case of breach of contract.
Accounts Receivable, net
Accounts receivable are recognized and carried at original invoiced amount. From January 1, 2023, the Company adopted ASU 2016-13 Financial Instruments - Credit Losses (ASC Topic 326): Measurement of Credit Losses on Financial Instruments, which replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. The measurement of expected credit losses under CECL is applicable to financial assets measured at amortized cost, including accounts receivable.
The Company adopted ASC Topic 326 using the modified retrospective method in scope of the standard. Results for reporting periods beginning after January 1, 2023 are presented under ASC Topic 326, while prior period amounts continue to be reported in accordance with previously applicable GAAP.
Upon adoption, the Company recorded nil allowance for credit losses.
The Company uses simplified flow rate matrix approach to estimate expected credit losses for the accounts receivable. The allowance for credit losses is estimated for accounts receivable that share similar risk characteristics based on a collective assessment using a combination of measurement models and management judgment. The approach considers factors including historical ageing schedule and forward-looking macroeconomic conditions.
Prepayments
Prepayments represent advance payments made to the service providers for future services. Prepayments are short-term in nature and are reviewed periodically to determine whether their carrying value has become impaired. The Company considers the assets to be impaired if the realizability of the prepayments becomes doubtful. As of December 31, 2022 and 2023, there was no allowance recorded as the Company considers all of the prepayments fully realizable.
| F-10 |
FBS GLOBAL LIMITED
Notes to Consolidated Financial Statements
Other receivables – related parties
Other receivables - related parties represent amounts owed to a company by its related parties. Related parties can include affiliated companies, parent companies, subsidiaries, directors, officers, or shareholders. The Company considers the assets to be impaired if the realizability of the receivables becomes doubtful.
From January 1, 2023, the Company adopted ASU 2016-13 Financial Instruments - Credit Losses (ASC Topic 326): Measurement of Credit Losses on Financial Instruments, which replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. The measurement of expected credit losses under CECL is applicable to financial assets measured at amortized cost, including Other receivables – related parties.
Upon adoption, the Company recorded nil allowance for credit losses.
Lease
On January 1, 2020, the Company adopted ASU 2016-02 Leases (Topic 842) (“Topic 842”) issued by the FASB, using the modified retrospective transition method and elected the transition option to use an effective date of January 1, 2020 as the date of initial application. The adoption of Topic 842 resulted in the presentation of financing lease on the consolidated balance sheet.
The Company has elected the package of practical expedients permitted which allows the Company not to reassess the following at adoption date:
(i) whether any expired or existing contracts are or contains a lease, (ii) the lease classification for any expired or existing leases, and (iii) initial direct costs for any expired or existing leases (i.e. whether those costs qualify for capitalization under ASU 2016-02). The Company also elected the short-term lease exemption for certain classes of underlying assets including office space, warehouses and equipment, with a lease term of 12 months or less.
The Company determines whether an arrangement is or contain a lease at inception. The Company classifies a lease as 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 lessee is reasonably certain to exercise; |
| c. | The lease term is for the major part of the remaining economic life of the underlying asset; |
| d. | The present value of the sum of the lease payments and any residual value guaranteed by the lessee that is not already reflected in the lease payments in accordance with ASC 842 paragraph 842-10-30-5(f) equals or exceeds substantially all of the fair value of the underlying asset; |
| e. | The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. |
All leases of the Company are currently classified as financing leases. The Company recognizes a lease in the financial statement when the arrangement either explicitly or implicitly involves property, plant or equipment (“PP&E”), the contract terms are dependent on the useful life of the PP&E, and the Company have the ability or right to control the PP&E or to direct others to control the PP&E and receive the majority of the economic benefits of the assets. Financing lease liability, current, and financing lease liability, non-current in the Company’s consolidated balance sheets.
ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. The financing lease ROU assets and lease liabilities are recognized at lease commencement date based on the present value of lease payments over the lease term.
The Company applied its interest rate based on the actual incremental borrowing rate from the leasing contract that is available at lease commencement date in determining the lease interest expense. The Company’s lease terms may include options to extend or terminate the lease. Lease expenses for lease payments are recognized on a straight-line basis over the lease term, under depreciation expenses.
The Company reviews the impairment of its financing lease 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. The Company has elected to include the carrying amount of financing lease liabilities in the tested asset group and include the associated financing lease payments in the undiscounted future pre-tax cash flows.
| F-11 |
FBS GLOBAL LIMITED
Notes to Consolidated Financial Statements
Property and Equipment, net
Property and equipment are stated at cost, net of accumulated depreciation. Depreciation and amortization are provided for on a straight-line basis over the estimated useful lives of the related assets as follows:
Schedule of Property Plant and Equipment Net of Accumulated Depreciation
| Building | ||
| Land | ||
| Renovation | ||
| Furniture and fixtures | ||
| Motor vehicles | ||
| Electronic equipment | ||
| Machinery | ||
| Forklift |
Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the consolidated statements of income and comprehensive income in other income or expenses.
The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.
Deferred Offering Cost
Deferred
offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly
related to the initial public offering. These costs, together with the underwriting discounts and commissions, will be charged to permanent
equity upon completion of the initial public offering. Should the initial public offering prove to be unsuccessful, these deferred costs,
as well as additional expenses to be incurred, will be charged to expenses. As of December 31, 2022 and 2023, the Company has incurred
and deferred SGD
Impairment of Long-Lived Assets
The
Company reviews the recoverability of its long-lived assets, such as property and equipment, 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
amount of an asset may no longer be recoverable. When these events occur, the Company measures impairment by comparing the carrying value
of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual
disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Company would recognize
an impairment loss, which is the excess of carrying amount over the fair value of the assets, using the expected future discounted cash
flows. There were
Revenue Recognition
The Company adopted the revenue standard Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, starting January 1, 2020 using the modified retrospective method for contracts that were not completed as of the date of adoption. The adoption of this ASC 606 did not have a material impact on the Company’s consolidated financial statements.
The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:
Step 1: Identify the contract with the customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognize revenue when the Company satisfies a performance obligation.
| F-12 |
FBS GLOBAL LIMITED
Notes to Consolidated Financial Statements
The Company enters into agreements 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 transfer to the customer. It is customary practice for the Company to have the agreements with its customers in writing. The Company recognizes revenue based on the consideration specified in the applicable agreement.
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 or the project is completed.
The Company will recognize the revenue of sales of construction material when the performance obligation is satisfied by transferring a promised good or service to the customer. Control of the goods is transferred to the customer, generally on delivery of the goods.
Revenue from service orders is recognized when the entity satisfied the performance obligation at a point in time generally as the services are provided.
The contracts which the Company enters into with the clients are fixed price and provide for milestone billings based upon the attainment of specific project objectives to ensure the Company meets its contractual requirements. Additionally, contracts may include retentions or holdbacks paid at the end of a project to ensure that Company meets the contract requirements. The Company does not 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.
Since the Company has concluded that the promises to be delivered on the contract would be one single performance obligation, no allocation of the transaction price is required and expected. As a professional interior design and fit-out service provider, the Company recognizes revenue based on the Company’s effort or inputs to the satisfaction of a performance obligation over time as work progresses because of the continuous transfer of control to the customer and the Company’s right to bill the customer as costs are incurred.
The Company’s contract with the customer has payment terms specified based upon certain conditions completed. The Company will submit monthly progress claim to the customer, and after the Company received the certified interim progress certificate, the Company will issue a tax invoice to the customer. The final tax invoice is generally issued after the project completion and agreed by customer and the Company. As the Company’s customers are required to pay the Company at different billing stages over the contract period, as such, the Company believes the progress payments limit the Company’s exposure to credit risk and that the Company would be able to collect substantially all of the consideration gradually at different stages. The timing of the satisfaction of the Company’s performance obligations is based upon the cost-to-cost measure of progress method, which is generally different than the timing of unconditional right of payment, and is based upon certain conditions completed as specified in the contract. The timing between the satisfaction of the Company’s performance obligations and the unconditional right of payment would contribute to contract assets and contract liabilities.
The Company uses the ratio of actual costs incurred to total estimated costs since costs incurred (an input method) represent a reasonable measure of progress towards the satisfaction of a performance in order to estimate the portion of revenue earned. This method faithfully depicts the transfer of value to the customer when the Company is satisfying a performance obligation that entails a number of interrelated tasks or activities for a combined output that requires the Company to coordinate the work of employees and subcontractors. Contract costs typically include direct labor, subcontract and consultant costs, materials 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. Changes in estimates can routinely occur over the contract term for a variety of reasons including, changes in scope, unanticipated costs, delays or favorable or unfavorable progress than original expectations. When the outcome of the contract cannot be reasonably measured, revenue is recognized only to the extent of contract costs incurred that are expected to be recovered.
| F-13 |
FBS GLOBAL LIMITED
Notes to Consolidated Financial Statements
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 cost 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 expense), and not as a reduction of revenue or a non-operating expense.
The Company’s contracts may contain variable consideration in the form of unpriced or pending change orders or claims that either increase or decrease the contract price. Variable consideration is generally estimated using the expected value method but may from time to time be estimated using the most likely amount method depending on the circumstance. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. Estimates of variable consideration are based upon historical experience and known trends.
The following table presents revenue classified by timing of revenue recognition for the years ended December 31, 2022 and 2023, respectively:
Schedule of Timing of Revenue Recognition
2022 SGD | 2023 SGD | 2023 USD | ||||||||||
| Point in time | ||||||||||||
| Over time | ||||||||||||
| Total revenue | ||||||||||||
The following table presents revenue by major revenue type for the years ended December 31, 2022 and 2023, respectively:
Schedule of Major Revenue
2022 SGD | 2023 SGD | 2023 USD | ||||||||||
| Revenue from construction contracts | ||||||||||||
| Sales of construction materials | ||||||||||||
| Total | ||||||||||||
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. Such estimated costs for warranties are estimated at completion and these warranties are not service warranties separately sold by the Company. Generally, the estimated claim rates of warranty are based on actual warranty experience or Company’s best estimate. There were no such reserves for the years ended December 31, 2022 and 2023 because the Company’s historical warranty expenses were immaterial to the Company’s consolidated financial statements.
| F-14 |
FBS GLOBAL LIMITED
Notes to Consolidated Financial Statements
Contract Assets and Contract Liabilities
Projects with performance obligations recognized over time that have revenue recognized to date in excess of cumulative billings are reported on 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 or the project is completed. Provisions for estimated losses of contract assets on uncompleted contracts are made in the period in which such losses are determined.
Contract assets have billing term with unconditional right to be billed beyond one year are classified as non-current assets.
Contract liabilities on uncompleted 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.
Government Subsidies
Government
subsidies primarily relate to multiple entitlement granted by the Singapore government pursuant to the Job Support Scheme under the Anti-epidemic
Fund. The Company recognizes government subsidies as other income when they are received because they are not subject to any past or
future conditions. Government subsidies received and recognized as other income totaled SGD
Cost of Revenue
The Company’s cost of revenue is primarily comprised of the material costs, subcontracting costs and staff costs. 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.
Advertising Costs
The
Company expenses advertising costs as incurred and were included as part of selling and marketing expenses. Advertising costs for the
years ended December 31, 2022 and 2023, totaled and SGD
Employee Benefit Plan
Employees of the Company located in Singapore participate in a compulsory saving scheme (pension fund) for the retirement of residents in Singapore. Employees are required to contribute monthly to mandatory provident fund schemes provided by approved private organizations, according to their salaries and the period of employment. The Company is required to contribute to the plan based on certain percentages of the employees’ salaries, up to a maximum amount specified by the local government. Total expenses for the plan were SGD and SGD (USD ) for the years ended December 31, 2022 and 2023, respectively.
| F-15 |
FBS GLOBAL LIMITED
Notes to Consolidated Financial Statements
Income Taxes
The Company accounts for income taxes under ASC 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
Deferred 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. The Company has recognized deferred tax assets for temporary differences, operating losses and tax credit carryforwards. 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. The accruals for deferred tax assets and liabilities, including deferred income tax assets and liabilities, are subject to significant judgment and are reviewed and adjusted routinely based on changes in facts and circumstances. 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.
The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes”, prescribe a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This interpretation also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures.
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. 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 significant penalties or interest relating to income taxes have been incurred during the years ended December 31, 2023 and 2022.
The
Company believes there were
The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS are computed by dividing income available to ordinary shareholders of the Company by the weighted average ordinary shares outstanding during the period. Diluted EPS takes into account the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised and converted into ordinary shares. As of December 31, 2022 and 2023, there were dilutive shares.
Comprehensive Income
Comprehensive income consists of two components, net income and other comprehensive income. Other comprehensive income refers to revenue, expenses, gains and losses that under U.S. GAAP are recorded as an element of shareholders’ equity but are excluded from net income.
| F-16 |
FBS GLOBAL LIMITED
Notes to Consolidated Financial Statements
Commitments and Contingencies
In the normal course of business, the Company is subject to contingencies, such as legal proceedings and claims arising out of its business, which cover a wide range of matters. Liabilities for contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
If the assessment of a contingency indicates that it is probable that a material loss is incurred and the amount of the liability can be estimated, then the estimated liability is accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.
Related parties
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.
Significant Risks
Currency Risk
The Company’s operating activities are transacted in S$. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations. The Company considers the foreign exchange risk in relation to transactions denominated in SGD with respect to USD is significant.
Concentration and Credit Risk
Financial
instruments that potentially subject the Company to the concentration of credit risks consist of cash and accounts receivable. The maximum
exposures of such assets to credit risk 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, 2022 and 2023, SGD
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 establishes an allowance for credit losses based upon estimates, factors surrounding the credit risk of specific customers and other information. The allowance amounts were immaterial for all periods presented. The management believes that its contract acceptance, billing, and collection policies are adequate to minimize material credit risk. Application for progress payment of contract works is made on a regular basis. The Company seeks to maintain strict control over its outstanding receivables. Overdue balances are reviewed regularly by the Directors.
For the years ended December 31, 2022 and 2023, all of the Company’s assets were located in Singapore and all of the Company’s revenue were derived from its subsidiary located in Singapore. The Company has a concentration of its revenue and accounts receivable with specific customers and purchases and accounts payable with specific suppliers.
| F-17 |
FBS GLOBAL LIMITED
Notes to Consolidated Financial Statements
For
the year ended December 31, 2022, two customers accounted for approximately
As
of December 31, 2022, three customers’ accounts receivable accounted for approximately
As
of December 31, 2023, four customers’ account receivables accounted for approximately
For
the year ended December 31, 2022, one supplier accounted for approximately
As
of December 31, 2022, two supplier’s accounts payable accounted for approximately
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 risk on cash deposit and floating rate borrowings, and the risks due to changes in interest rates is not material. The Company has not used any derivative financial instruments to manage the interest risk exposure.
Recently 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, or EGC, 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.
| F-18 |
FBS GLOBAL LIMITED
Notes to Consolidated Financial Statements
In June 2022, the FASB issued Accounting Standards Update (ASU) No. 2022-03 Fair Value Measurements (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. These amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. This guidance is effective for public business entities for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted. The Company is currently assessing the adoption of this standard on its consolidated financial statements.
In October 2021, the FASB issued ASU No. 2021-08, “‘Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”). This ASU requires entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. The amendments improve comparability after the business combination by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. The amendments are effective for the Company beginning after December 15, 2023, and are applied prospectively to business combinations that occur after the effective date. The Company is currently assessing the adoption of ASU 2021-04 on the consolidated financial statements.
In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This standard was issued in response to the SEC’s disclosure update and simplification initiative, which affects a variety of topics within the Accounting Standards Codification. The amendments apply to all reporting entities within the scope of the affected topics unless otherwise indicated. The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Company is currently assessing the adoption of ASU 2023-06 on the consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, which is an update to Topic 740, Income Taxes. The amendments in this update related to the rate reconciliation and income taxes paid disclosures improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The amendments allow investors to better assess, in their capital allocation decisions, how an entity’s worldwide operations and related tax risks and tax planning and operational opportunities affect its income tax rate and prospects for future cash flows. 5 The other amendments in this Update improve the effectiveness and comparability of disclosures by (1) adding disclosures of pretax income (or loss) and income tax expense (or benefit) to be consistent with U.S. Securities and Exchange Commission (SEC) Regulation S-X 210.4-08(h), Rules of General Application—General Notes to Financial Statements: Income Tax Expense, and (2) removing disclosures that no longer are considered cost beneficial or relevant. For public business entities, the amendments in this Update are effective for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this Update should be applied on a prospective basis. Retrospective application is permitted. We are evaluating the effect this guidance will have on our tax disclosures.
Except for the above-mentioned pronouncements, there are no new recent issued accounting standards that will have a material impact on the consolidated financial position, statements of operations and cash flows.
3. Accounts Receivable, net
Accounts receivable, net consisted of the following as of December 31:
Schedule of Accounts Receivable
2022 SGD | 2023 SGD | 2023 USD | ||||||||||
| Accounts receivable | ||||||||||||
| Less: allowance for credit loss | ( | ) | ( | ) | ( | ) | ||||||
| Accounts receivable, net | ||||||||||||
Movement of the allowance for accounts receivable were as follows:
Schedule of Allowance for Accounts Receivable
| December 31, 2022 | December 31, 2023 | December 31, 2023 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Beginning balance | ||||||||||||
| Addition | ||||||||||||
| Write-off | ( | ) | ( | ) | ||||||||
| Ending balance | ||||||||||||
| F-19 |
FBS GLOBAL LIMITED
Notes to Consolidated Financial Statements
4. Contract Assets/(Liabilities)
Contract assets that have billing terms with unconditional rights to be billed beyond one year are classified as non-current assets.
Contract assets consisted of the following at December 31:
Schedule of Contract Assets
2022 SGD | 2023 SGD | 2023 USD | ||||||||||
| Progress billings to date | ||||||||||||
| Less: Revenue recognized to date | ( | ) | ( | ) | ( | ) | ||||||
| Less: Credit losses | ( | ) | ( | ) | ||||||||
| Contract assets | ||||||||||||
| Contract assets, current | ||||||||||||
Movement of the allowance for contract assets were as follows:
Schedule of Allowance for Contract Assets
| December 31, 2022 | December 31, 2023 | December 31, 2023 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Beginning balance | ||||||||||||
| Addition | ||||||||||||
| Write-off | ( | ) | ( | ) | ||||||||
| Ending balance | ||||||||||||
Contract liabilities consisted of the following at December 31:
Schedule of Contract Liabilities
| 2022 | 2023 | 2023 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Billings in advance of performance obligation under contracts | ||||||||||||
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.
The movement in contract liabilities is as follows at December 31:
Schedule of Movement in Contract Liabilities
| 2022 | 2023 | 2023 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Balance at beginning of the period | ||||||||||||
| 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 | ( | ) | ( | ) | ( | ) | ||||||
| Increase in contract liabilities as a result of billings in advance of performance obligation under contracts | ||||||||||||
| Balance at end of the period | ||||||||||||
| F-20 |
FBS GLOBAL LIMITED
Notes to Consolidated Financial Statements
5. Prepayments and Other Current Assets
Prepayments and other current assets consisted of the following at December 31:
Schedule of Prepayments and Other Current Assets
| 2022 | 2023 | 2023 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Other deposits | ||||||||||||
| Prepayments | ||||||||||||
| Prepayment and other current assets | ||||||||||||
6. Property, plant and equipment
Property and equipment, stated at cost less accumulated depreciation and amortization, consisted of the following at December 31:
Schedule of Property, Plant and Equipment
| 2022 | 2023 | 2023 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Building and land | ||||||||||||
| Furniture and fixtures | ||||||||||||
| Motor vehicles | ||||||||||||
| Electronic equipment | ||||||||||||
| Machinery | ||||||||||||
| Renovation | ||||||||||||
| Forklift | ||||||||||||
| Subtotal | ||||||||||||
| Less: accumulated depreciation and amortization | ( | ) | ( | ) | ( | ) | ||||||
| Property and Equipment, net | ||||||||||||
Depreciation
expenses of property and equipment totaled SGD
7. Investment under equity method
Components of investment under equity method are as follows at December 31:
Schedule of Investment Under Equity Method
| 2022 | 2023 | 2023 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Cost of investment in joint venture | ||||||||||||
| Accumulated share of losses in joint venture | ( | ) | ( | ) | ( | ) | ||||||
| Total | ||||||||||||
| F-21 |
FBS GLOBAL LIMITED
Notes to Consolidated Financial Statements
8. Leases
Financing leases as lessee
As of December 31, 2022 and 2023, the Company has financing leases with the financial institutions on its consolidated balance sheets for hire purchase of motor vehicle.
The following table shows financing lease liabilities from the financial institutions, and the associated financial statement line items as follows at December 31:
Schedule of Finance Lease
| 2022 | 2023 | 2023 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Liabilities | ||||||||||||
| Financing lease liabilities current | ||||||||||||
| Financing lease liabilities non-current | ||||||||||||
As of December 31, 2022 and 2023, leased assets which are included in the “Property, plant and equipment” of the consolidated balance sheet of following at December 31:
Schedule of Finance Lease Asset
| 2022 | 2023 | 2023 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Motor vehicles at cost | ||||||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ( | ) | ||||||
| Motor vehicles, net | ||||||||||||
Information relating to financing lease activities during the years ended December 31, 2022 and 2023 are as follows:
Schedule of Financing Lease Expenses
| 2022 | 2023 | 2023 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Financing lease expenses | ||||||||||||
| Depreciation | ||||||||||||
| Interest of lease liabilities | ||||||||||||
| Total financing lease expenses | ||||||||||||
Maturities of lease liabilities were as follows:
Schedule of Maturities of Lease Liabilities
| SGD | USD | |||||||
| For the year ending December 31, | ||||||||
| 2024 | ||||||||
| 2025 | ||||||||
| Total lease payments | ||||||||
| Less: imputed interest | ( | ) | ( | ) | ||||
| Total | ||||||||
| F-22 |
FBS GLOBAL LIMITED
Notes to Consolidated Financial Statements
9. Accrued Expenses and Other Current Liabilities
Components of accrued expenses and other current liabilities are as follows at December 31:
Schedule of Accrued Expenses and Other Current Liabilities
| 2022 | 2023 | 2023 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Accruals for operating expenses | ||||||||||||
| Retention payable | ||||||||||||
| Other payables | ||||||||||||
| Total | ||||||||||||
10. Bank Borrowings
Components of bank borrowings are as follows at December 31:
Schedule of Bank Borrowings
| Interest rate | 2022 SGD | 2023 SGD | 2023 USD | |||||||||||||||||
| UOB – Loan 1 (Property) | (1) | |||||||||||||||||||
| UOB – Loan 2 (Bridging Loan) | (2) | % | ||||||||||||||||||
| Trust Receipt | (3) | |||||||||||||||||||
| Less: current portion of long-term bank borrowings | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Non-current portion of long-term bank borrowings | ||||||||||||||||||||
| (1) | ||
| (2) | ||
| (3) | As
of May 31, 2024, the Company incurred new trust receipts with amount of S$ |
Interest
expenses pertaining to the above bank borrowings for the years ended December 31, 2022 and 2023 amounted to SGD
Components of bank borrowings interest are as follows as of December 31:
Schedule of Bank Borrowings Interest
| 2022 | 2023 | 2023 | ||||||||||
| SGD | SGD | USD | ||||||||||
| UOB – Loan 1 (Property) | ||||||||||||
| UOB – Loan 2 (Bridging Loan) | ||||||||||||
| Trust Receipt | ||||||||||||
| Total | ||||||||||||
| F-23 |
Maturities of the bank borrowings were as follows:
Schedule of Maturities Bank Borrowings
| SGD | USD | |||||||
| For the year ending December 31, | ||||||||
| 2024 | ||||||||
| 2025 | ||||||||
| 2026 | ||||||||
| 2027 | ||||||||
| Total bank borrowings repayments | ||||||||
| Current portion of long-term bank borrowings | ||||||||
| Non-current portion of long-term bank borrowings | ||||||||
| Less: imputed interest | ( | ) | ( | ) | ||||
| Total | ||||||||
11. Income Taxes
Cayman Islands and British Virgin Islands
Under the current laws of the Cayman Islands and the British Virgin Islands, the Company is not subject to tax on income or capital gain. Additionally, upon payments of dividends by the Company to its shareholders, no Cayman Islands and BVI withholding tax will be imposed.
Singapore
In accordance with the relevant tax laws and regulations of Singapore, a company registered in Singapore is subject to income taxes at a flat rate of 17%.
Schedule of Relevant Tax Laws and Regulations
| For the years ended December 31, | ||||||||||||
2022 SGD | 2023 SGD | 2023 USD | ||||||||||
| Income before provision for income taxes is attributable to the following geographic locations: | ||||||||||||
| Singapore | ( | ) | ( | ) | ||||||||
| Foreign | ||||||||||||
| Total income before income taxes | ( | ) | ( | ) | ||||||||
The following table reconciles Singapore statutory rates to the Company’s effective tax:
Schedule of Reconciles Singapore Statutory Rates
| For the years ended December 31, | ||||||||||||
| 2022 SGD | 2023 SGD | 2023 USD | ||||||||||
| Profit before income taxes | ( | ) | ( | ) | ||||||||
| Singapore statutory income tax rate | % | % | % | |||||||||
| Non-deductible depreciation | % | - | % | - | % | |||||||
| Non-deductible professional fees | % | - | % | - | % | |||||||
| Other non-deductible expenses | % | - | % | - | % | |||||||
| Tax rebate and exemption | - | % | % | % | ||||||||
| Effective tax rate | % | % | % | |||||||||
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:
Deferred tax assets as of December 31,
Schedule of Deferred tax Assets
| 2022 SGD | 2023 SGD | 2023 USD | ||||||||||
| Bad debt provision | ||||||||||||
| Lease liabilities | ||||||||||||
| Total deferred tax assets | ||||||||||||
| Deferred tax liabilities: | ||||||||||||
| Right-of-use assets | ( | ) | ( | ) | ( | ) | ||||||
| Total deferred tax liabilities | ( | ) | ( | ) | ( | ) | ||||||
| Net deferred tax asset: | ||||||||||||
| F-24 |
FBS GLOBAL LIMITED
Notes to Consolidated Financial Statements
Uncertain tax positions
The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of December 31, 2022 and 2023, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur any interest and penalties related to potential underpaid income taxes for the years ended December 31, 2022 and 2023. The Company also does not anticipate any significant increases or decreases in unrecognized tax benefits in the next 12 months from December 31, 2023.
The tax years ended December 31, 2019 through 2022 for the Group’s subsidiary in the Singapore is generally subject to examination by the Singapore tax authorities.
12. Related Party Balance and Transactions
The following is a list of related parties which the Company has transactions with:
| (a) | Fine Build-Ninefold Group Construction Company (Private) Limited |
A Joint-Venture (JV) incorporated in Sri Lanka in year 2017 to bid a local project, FBS SG holding 30% shares of the JV. The Company started transferring the share to 3rd party in late 2019, however due to Covid-19 pandemic, the share transfer is still pending for the local secretary to execute. Currently, FineBuild only supply material to the JV.
| (b) | 54 Pandan Road Pte Ltd |
A related company under common control with FBS SG as Mr. Kelvin Ang (also known as Poh Guan Ang) acts as the sole director in this company.
| (c) | Fastfix Systems Pte Ltd |
A related company under common control with FBS SG as Mr. Kelvin Ang acts as the sole director in this company.
| (d) | Kelvin Ang |
Present sole director and shareholder of FBS Global Limited.
| (e) | Ang Poh Hwee |
Project director of FBS Global Limited.
| a. | Accounts receivable – related party |
As of December 31, 2022 and 2023, the balances of Accounts receivable – related party were as follows:
Schedule of Accounts Receivable Related Party and Allowance for Credit Loss
| 2022 | 2023 | 2023 | ||||||||||||||
| SGD | SGD | USD | ||||||||||||||
| Accounts receivable – related party | ||||||||||||||||
| Fine Build-Ninefold Group Construction Company (Private) Limited | (1) | |||||||||||||||
| Allowance for credit loss | (1) | ( | ) | ( | ) | ( | ) | |||||||||
| Total | ||||||||||||||||
| F-25 |
FBS GLOBAL LIMITED
Notes to Consolidated Financial Statements
Movement of the allowance for credit loss were as follows:
| 2022 | 2023 | 2023 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Beginning balance | ||||||||||||
| Addition | ||||||||||||
| Exchange rate effect | ( | ) | ( | ) | ||||||||
| Ending balance | ||||||||||||
| b. | Other receivables – related parties |
As of December 31, 2022 and 2023, the balances of other receivables-related parties were as follows:
Schedule of Other Receivable Related Party Allowance for Credit Loss
| 2022 | 2023 | 2023 | ||||||||||||||
| SGD | SGD | USD | ||||||||||||||
| Other receivables – related parties | ||||||||||||||||
| Fine Build-Ninefold Group Construction Company (Private) Limited | (3) | |||||||||||||||
| Allowance for credit loss | (3) | ( | ) | ( | ) | ( | ) | |||||||||
| 54 Pandan Road Pte Ltd | (2) | |||||||||||||||
| Ang Poh Hwee | (4) | |||||||||||||||
| Total | ||||||||||||||||
Movement of the allowance for credit loss were as follows:
| 2022 | 2023 | 2023 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Beginning balance | ||||||||||||
| Exchange rate effect | ( | ) | ( | ) | ( | ) | ||||||
| Ending balance | ||||||||||||
| (1) | Supply construction material to the Joint Venture company. The Company may not be able to collect amounts due under COVID-19’s negative impact to the joint venture’s operation and financial condition, and the Company reserved 100% allowance for credit loss. |
| (2) | |
| (3) | |
| (4) |
| c. | Due to related parties |
As of December 31, 2022 and 2023, the balances of amount due to related parties were as follows:
| 2022 | 2023 | 2023 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Due to related parties | ||||||||||||
| Kelvin Ang | ||||||||||||
| Total | ||||||||||||
| F-26 |
FBS GLOBAL LIMITED
Notes to Consolidated Financial Statements
| d. | Related party transactions |
| 2022 | 2023 | 2023 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Fine Build-Ninefold Group Construction Company (Private) Limited | ||||||||||||
| Supply construction material | - | - | ||||||||||
| 54 Pandan Road Pte Ltd | ||||||||||||
| Rental of warehouse | - | - | ||||||||||
| Fastfixs Systems Pte Ltd | ||||||||||||
| Consultation fee | - | |||||||||||
| Supply of labors | ||||||||||||
| e. | Commitments |
On
November 25, 2020, the Company guaranteed a
The
Company also guaranteed a SGD
Ordinary shares
The Company was established under the laws of the Cayman Islands on March 10, 2022. The authorized number of Ordinary Shares was with par value of $ per share. On August 2, 2022, the Company issued shares to the controlling shareholder at par value of $ per share. As a result, there are total shares issued.
In
financial year 2021, the subsidiaries paid out further dividend of SGD
On
January 26, 2022, the subsidiary FBS SG issued shares to two new shareholders, Master Stride Limited (“Master Stride”)
and Fame Hall Investment Limited (“Fame Hall”), with consideration of SGD per share. Master Stride subscribed ordinary
shares for SGD
14. Commitments and Contingencies
Commitments
On
November 25, 2020, the Company guaranteed a
The
Company also guaranteed a SGD
| F-27 |
FBS GLOBAL LIMITED
Notes to Consolidated Financial Statements
The
Company also has a banker’s guarantee totaling SGD
As of December 31, 2023, the future minimum payments under certain of the Company’s contractual obligations were as follows:
Schedule of Future Minimum Payments of Contractual Obligations
...
| Payment Due In | ||||||||||||||||||||
| Total SGD | Less than 1 year | 1 – 2 years | 3 – 5 years | Thereafter | ||||||||||||||||
| Bank borrowings | ||||||||||||||||||||
| Financing lease | ||||||||||||||||||||
Contingencies
The Company is subject to legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome arising out of any such matters will have a material adverse effect on its consolidated financial position, cash flows or results of operations on an individual basis or in the aggregate. As of December 31, 2022 and 2023, the Company is not involved in any material legal or administrative proceedings except for the case below.
In
August 2021, Newspaper Seng Pte Ltd filed a claim against the Company for an amount of approximately SGD
15. Segment Reporting
ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments.
The Company uses the management approach to determine reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker (“CODM”) for making decisions, allocating resources and assessing performance.
Based on the management’s assessment, the Company determined that it has only one operating segment and therefore one reportable segment as defined by ASC 280. The Company’s assets are all located in Singapore and all of the Company’s revenue and expense are derived in the Singapore. Therefore, no geographical segments are presented. The single segment represents the Company’s revenue from construction contracts, sale of construction materials and rendering of services to its customers in Singapore.
16. Subsequent Events
The Company evaluated all events and transactions that occurred after December 31, 2023 up through the date the Company issued these financial statements on June 27, 2024 for disclosure or recognition in this consolidated financial statements of the Company as appropriate.
| F-28 |
EXHIBIT INDEX
| 12.1 | Certification of the Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended. | |
| 12.2 | Certification of the Chief Financial Officer (Principal Financial Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended. | |
| 13.1 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema Document | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101 |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| FBS Global Limited | ||
| By: | /s/ Kelvin Ang | |
| Name: | Kelvin Ang | |
| Title: | Chief Executive Officer | |
| By: | /s/ Chong Ye | |
| Name: | Chong Ye | |
| Title: | Chief Financial Officer | |
| Dated: | June 27, 2024 | |
Exhibit 12.1
CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Kelvin Ang, certify that:
| 1. | I have reviewed this annual report on Form 20-F of FBS Global Limited (the “Company”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
| 4. | The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and |
| 5. | The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. |
Date: June 27, 2024
| By: | /s/ Kelvin Ang | |
| Name: | Kelvin Ang | |
| Title: | Chief Executive Officer |
Exhibit 12.2
CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Chong Ye, certify that:
| 1. | I have reviewed this annual report on Form 20-F of FBS Global Limited (the “Company”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
| 4. | The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and |
| 5. | The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. |
Date: June 27, 2024
| By: | /s/ Chong Ye | |
| Name: | Chong Ye | |
| Title: | Chief Financial Officer |
Exhibit 13.1
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The certification set forth below is being submitted in connection with the special report of FBS Global Limited on Form 20-F as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the United States Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.
Kelvin Ang, Chief Executive Officer, and Chong Ye, Chief Financial Officer of FBS Global Limited, each certifies that, to the best of his knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of FBS Global Limited |
Date: June 27, 2024
| By: | /s/ Kelvin Ang | |
| Name: | Kelvin Ang | |
| Title: | Chief Executive Officer |
| By: | /s/ Chong Ye | |
| Name: | Chong Ye | |
| Title: | Chief Financial Officer |