Ohmyhome (OMH) - 2024 Q4 - Annual Report

PART I Item 3. Key Information The company faces principal risks categorized into business operations, ordinary shares, and jurisdictional matters Risk Factors Significant risks include reliance on agents, potential unprofitability, intense competition, and shareholder protection issues - The company's brokerage services are a core business, representing 43.7%, 56.3%, and 36% of total revenue for the years 2022, 2023, and 2024, respectively, making it heavily reliant on its Super Agents[40] - The company has a history of negative cash flow from operating activities, recording S$3.1 million in 2022, S$4.9 million in 2023, and S$3.0 million in 2024, exposing it to liquidity risks[47] - As a Cayman Islands company, Ohmyhome is permitted to follow home country corporate governance practices, which may offer less protection to shareholders compared to full compliance with Nasdaq Listing Rules[141] - The company is an 'emerging growth company' and has elected to use the extended transition period for complying with new or revised accounting standards, which may make its financial statements not directly comparable to other public companies[161] - Recent acquisitions, such as Simply Sakal, introduce risks related to business integration, cultural compatibility, and potential exposure to unknown liabilities[114][118] Item 4. Information on the Group The company operates a one-stop property technology platform, detailing its history, structure, and recent strategic acquisitions History and Development of the Group Founded in 2015, the company evolved into a comprehensive property platform and recently acquired Simply Sakal to expand services - The Group's history began in 2015 with the establishment of Ohmyhome (S) to provide a self-served platform for listing and searching homes[172] - A significant corporate action was the acquisition of 100% of Simply Sakal Pte Ltd on October 6, 2023, for a total consideration of S$4.712 million, satisfied through a mix of cash and shares[177][205] Business Overview The company operates a data-driven property platform in Singapore and Malaysia, leveraging proprietary technology for transaction efficiency Revenue Breakdown by Service (FY 2022-2024) | Service Line | FY 2022 Revenue (S$) | FY 2023 Revenue (S$) | FY 2024 Revenue (S$) | | :--- | :--- | :--- | :--- | | Brokerage Services | 3,072,060 (43.7%) | 2,817,930 (56.3%) | 3,906,953 (36.0%) | | Emerging and Other Services | 3,953,532 (56.3%) | 1,339,837 (26.6%) | 2,796,274 (26.0%) | | Property Management Services | - | 846,726 (16.8%) | 4,182,808 (38.0%) | | Total Revenue | 7,025,592 | 5,004,493 | 10,886,035 | - The company completed its IPO on March 23, 2023, issuing 2.8 million Ordinary Shares at US$4.00 per share, raising gross proceeds of US$11.2 million[201] - Ohmyhome acquired 100% of Simply Sakal Pte Ltd, a tech-enabled property management company, on October 6, 2023, for a total consideration of S$4.712 million[205] - The company utilizes proprietary technology, including MATCH and HomerAI, to enhance service efficiency, with its Super Agents completing transactions over 16 times more efficiently than the industry average[261][262][263] - The company received a notice from Nasdaq on April 30, 2024, for failing to maintain a minimum bid price of $1.00 and regained compliance after a 1-for-10 reverse stock split[211][214][210] Property, Plant and Equipment The company operates from leased properties and protects its intellectual property through trademarks and confidentiality agreements - The company does not own any real estate; its principal executive office and other operational facilities are leased[330][331] - As of December 31, 2023, the Group holds registered trademarks in Singapore and the Philippines, with an application pending in Malaysia[332][334] Item 5. Operating and Financial Review and Prospects The company's financial performance shows strong revenue growth offset by net losses and negative operating cash flow Operating Results Revenue grew 117.5% in 2024, driven by brokerage and property management, while net loss improved from the prior year Key Financial Performance (2022-2024) | Metric | 2022 (SGD) | 2023 (SGD) | 2024 (SGD) | | :--- | :--- | :--- | :--- | | Total Revenue | 7,025,592 | 5,004,493 | 10,886,035 | | Gross Profit | 2,316,914 | 1,719,652 | 4,406,189 | | Gross Margin | 33% | 34% | 40% | | Net Loss | (3,074,041) | (5,516,224) | (4,362,274) | Key Business Metrics (2022-2024) | Metric | 2022 | 2023 | 2024 | | :--- | :--- | :--- | :--- | | Agent Brokerage Transactions | 746 | 568 | 681 | | Gross Transaction Value (USD M) | 615.1 | 449.9 | 429.3 | | Units under Management | 4,648 | 6,746 | 9,067 | - Total revenue grew by 117.5% in 2024, primarily due to a 38.6% growth in brokerage services revenue and a 394.0% growth in property management services revenue following the acquisition of Simply[384][387] - The company's performance is affected by government cooling measures in Singapore, such as increased Additional Buyer's Stamp Duty (ABSD), which depressed the property market in 2023[367][110] Liquidity and Capital Resources The company faces liquidity challenges with negative operating cash flow, though financing activities have improved its cash position Cash Flow Summary (SGD) | Cash Flow Activity | 2022 | 2023 | 2024 | | :--- | :--- | :--- | :--- | | Net cash used in operating activities | (3,106,317) | (4,854,939) | (3,023,451) | | Net cash provided by (used in) investing activities | 855,401 | (4,534,590) | (1,277,676) | | Net cash provided by financing activities | 1,305,262 | 9,350,155 | 5,124,634 | - The Group had a working capital deficit of S$152,264 as of December 31, 2024, an improvement from a deficit of S$1,728,148 in 2023[403] - To support liquidity, the company filed a registration statement on Form F-3 in March 2025, allowing it to offer and sell up to US$300 million in securities[404][759] - The independent auditor's report includes a 'Material Uncertainty Related to Going Concern' clause, citing that the Group's cash position may not be sufficient to meet its obligations without additional financing[730] Critical Accounting Policies and Estimates Key accounting policies include revenue recognition, business combinations, and impairment testing for intangible assets - The company recognizes revenue from three main sources: brokerage services, emerging and other services, and property management services[453][454] - As an 'emerging growth company', the Group has elected to use the extended transition period for complying with new or revised accounting standards[428] - In 2024, the Group recorded an impairment loss of $113,707 on customer relationship intangible assets acquired from the Ohmyhome Property Management (Simply) acquisition[445][796] - The Group has two operating segments: (i) Brokerage, emerging and another related service; and (ii) Estate management services and other related services[467][822] Item 6. Directors, Senior Management and Employees The company's leadership, compensation structure, board practices, and employee base are detailed Compensation Executive compensation is primarily salary-based, supplemented by a recently adopted equity incentive plan and clawback policy Executive Compensation Summary (2024) | Name and Principal Position | Salary (SGD) | Bonus (SGD) | Other Compensation (SGD) | Total (SGD) | | :--- | :--- | :--- | :--- | :--- | | Ms. Rhonda Wong, Co-CEO, CFO | 360,000 | - | 13,872 | 373,872 | | Ms. Race Wong, COO | 360,000 | - | 13,872 | 373,872 | - The company adopted the 2023 Equity Incentive Plan in December 2023, authorizing 2,000,000 ordinary shares for issuance; as of the report date, 1,025,527 options have been granted[526] - On December 1, 2023, the Board adopted a clawback policy for recovering erroneously awarded incentive-based compensation from executive officers[541] Board Practices The board consists of six members, including three independent directors, and follows Cayman Islands home country practices - The Board of Directors is composed of six directors, three of whom are independent[542] - The company has established an audit committee, a compensation committee, and a nomination committee, with Mr. Ji Gang serving as the audit committee financial expert[543][544] Employees The company's workforce has grown significantly since 2022, with the majority of employees based in Singapore Employee Headcount (Year-End) | Year | Number of Employees | | :--- | :--- | | 2022 | 48 | | 2023 | 112 | | 2024 | 108 | Share Ownership Co-founders Rhonda and Race Wong are the largest beneficial owners through their joint holding company, Anthill Corporation Major Shareholder Ownership (as of Dec 31, 2024) | Name of Beneficial Owner | Number of Shares | Approximate Percentage | | :--- | :--- | :--- | | Anthill | 8,415,406 | 35.67% | | Rhonda Wong (beneficial) | 4,425,268 | 18.76% | | Race Wong (beneficial) | 4,425,268 | 18.76% | | Vienna Management Ltd | 1,785,941 | 7.57% | Item 7. Major Shareholders and Related Party Transactions The company engaged in significant transactions with entities controlled by its former Chairman and received support from its co-founders - The Group had a significant interest-free loan facility from Vienna Management Ltd, a company owned by the former Chairman, which was fully settled in March 2023[563][564] - The Group provided significant renovation services to former Chairman Mr. David Loh, recognizing revenue of S$2,981,957 in 2022 and S$511,040 in 2023 from these projects[569][571] - In 2023 and 2024, CEO Rhonda Wong and COO Race Wong provided short-term advances and withheld salary payments to support the company's working capital needs[565][566][567] Item 8. Financial Information The company has no material legal proceedings and does not anticipate paying cash dividends in the foreseeable future - The company is not currently a party to any material legal or administrative proceedings[572] - The company has never paid cash dividends and does not expect to in the foreseeable future, planning to retain earnings for operations and growth[575] Item 10. Additional Information The company's legal framework as a Cayman Islands entity differs from U.S. law, with specific tax implications for shareholders - The company is an exempted company incorporated under the laws of the Cayman Islands, which provides for different corporate governance and shareholder rights compared to U.S. corporations[605][609] - The Cayman Islands levies no corporate or income taxes, and the company has a 20-year undertaking against future taxation[642][643] - Dividends paid by the company are not subject to Singapore income tax for shareholders due to Singapore's one-tier corporate tax system[645][646] - The company does not expect to be classified as a Passive Foreign Investment Company (PFIC) for U.S. federal income tax purposes for the current taxable year[672] Item 11. Quantitative and Qualitative Disclosures About Market Risk The company reports minimal exposure to significant market risks such as interest rate and foreign currency exchange fluctuations - The Group is not subject to significant interest rate risk as it lacks outstanding loans with variable interest rates[685] - Foreign currency exchange risk is considered low, as over 90% of transactions are conducted in its reporting currency, the Singapore Dollar[686] PART II Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds Proceeds from the 2023 IPO and 2024 Follow-On Offering were used for acquisitions, loan repayments, and working capital - The company raised net proceeds of approximately US$9.7 million from its March 2023 IPO, used for professional fees, loan repayments, the acquisition of Simply Sakal, and working capital[696] - A Follow-On Offering in February 2024 raised net proceeds of approximately US$4.1 million, which are being used for working capital and other strategic purposes[697] Item 15. Controls and Procedures Management concluded that disclosure controls and internal controls over financial reporting were not effective as of year-end 2024 - Management concluded that as of December 31, 2024, the company's disclosure controls and procedures were not effective[700] - A material weakness was identified related to a lack of sufficient financial reporting and accounting personnel with appropriate knowledge of U.S. GAAP and SEC reporting requirements[700] - Due to the identified material weakness, management also concluded that the company's internal control over financial reporting was not effective as of December 31, 2024[700] Item 16. Other Information This section covers governance appointments, accountant fees, and the company's use of home country governance exemptions - The Board has designated Mr. Ji Gang as the 'audit committee financial expert'[703] Principal Accountant Fees (USD) | Year | Audit Fees | | :--- | :--- | | 2022 | 168,000 | | 2023 | 334,888 | | 2024 | 180,000 | - The company follows its home country (Cayman Islands) practice in lieu of Nasdaq Rule 5635(c), which exempts it from requiring shareholder approval for its 2023 Equity Incentive Plan[711][713] - The company has a cybersecurity risk management program focused on monitoring, risk mitigation, and incident response to safeguard its information systems and data[717][718] PART III Item 18. Financial Statements The audited consolidated financial statements are presented, with the auditor's report noting a material uncertainty related to going concern Consolidated Balance Sheet Summary (SGD) | Metric | Dec 31, 2022 | Dec 31, 2023 | Dec 31, 2024 | | :--- | :--- | :--- | :--- | | Total Assets | 2,168,790 | 10,301,940 | 10,795,222 | | Total Liabilities | 4,351,898 | 6,299,365 | 4,495,883 | | Total Shareholders' (Deficit)/Equity | (2,183,108) | 4,002,575 | 6,299,339 | Consolidated Statement of Operations Summary (SGD) | Metric | FY 2022 | FY 2023 | FY 2024 | | :--- | :--- | :--- | :--- | | Total Operating Revenues | 7,025,592 | 5,004,493 | 10,886,035 | | Gross Profit | 2,316,914 | 1,719,652 | 4,406,189 | | Net Loss | (3,074,041) | (5,516,224) | (4,362,274) | | Loss Per Share (Basic) | (0.19) | (0.31) | (0.19) | - The auditor's report for the 2024 financial statements highlights a material uncertainty related to the company's ability to continue as a going concern without obtaining additional financing[730]