YI.NASDAQ111, INC

20-F/A: 111, Inc. Amends 2024 Annual Report, Reveals Financial Turnaround

Sentiment:

Annual Report Amendment


111, Inc. filed an amendment to its 2024 annual report, showcasing a significant turnaround in operating income and a substantial reduction in net loss, alongside positive operating cash flow.

Delay expectedThe IPO for 1 Pharmacy Technology was not completed before June 30, 2023, as stipulated in the equity financing agreement, triggering redemption rights for investors holding redeemable non-controlling interests.
Capital raiseThe company is actively evaluating strategic capital restructuring initiatives, including potential mergers and acquisitions opportunities.Management has consistently secured bank loan facilities, including a Master Guarantee Facility Agreement for up to RMB 100,000 thousand (RMB 50,000 thousand undrawn as of filing date) and another credit facility for up to RMB 30,000 thousand.The company is managing redemption obligations for redeemable non-controlling interests, with agreements signed to reschedule repayments, which could involve proportionate shares of IPO listing proceeds if an IPO occurs.
Better than expectedOperating income turned positive to RMB 2,114 thousand in 2024, a significant improvement from a loss of RMB 350,097 thousand in 2023.Net loss was substantially reduced to RMB 20,776 thousand in 2024, compared to RMB 353,433 thousand in 2023.The company generated positive net cash from operating activities of RMB 263,016 thousand in 2024, a reversal from negative cash flow in the prior year.

Summary

  • The company filed an Amendment No. 1 to its annual report on Form 20-F for the fiscal year ended December 31, 2024, to include an updated opinion from the predecessor auditor regarding financial statements.
  • Operating income significantly improved to RMB 2,114 thousand in 2024, a substantial turnaround from an operating loss of RMB 350,097 thousand in 2023.
  • Net loss was drastically reduced to RMB 20,776 thousand in 2024, down from RMB 353,433 thousand in 2023.
  • Net cash provided by operating activities reached RMB 263,016 thousand in 2024, a significant improvement from net cash used in operating activities of RMB 447,244 thousand in 2023.
  • Net revenues decreased slightly to RMB 14,401,249 thousand in 2024 from RMB 14,948,129 thousand in 2023.
  • The company's B2B segment generated RMB 14,033,543 thousand in product revenues, accounting for 97.5% of total revenues in 2024.
  • Management has implemented plans to improve liquidity and mitigate substantial doubt about the company's ability to continue as a going concern, including rescheduling redemption obligations for redeemable non-controlling interests and securing bank loan facilities.
  • The company announced a change in its American Depositary Shares (ADSs) to Class A ordinary shares ratio from 1:2 to 1:20, effective January 24, 2025.
  • A consortium, including co-founders Dr. Gang Yu and Mr. Junling Liu, withdrew a non-binding proposal to acquire all outstanding Class A ordinary shares on February 27, 2024.

Sentiment

Score: 7

Explanation: The sentiment is positive due to a significant financial turnaround, including positive operating income and cash flow, and a substantial reduction in net loss. However, the slight revenue decline, increased shareholders' deficit, and ongoing management of redeemable non-controlling interests temper the overall score.

Positives

  • Achieved positive operating income of RMB 2,114 thousand in 2024, a significant improvement from a loss of RMB 350,097 thousand in 2023.
  • Reduced net loss attributable to ordinary shareholders to RMB 64,743 thousand in 2024, down from RMB 392,693 thousand in 2023.
  • Generated positive net cash from operating activities of RMB 263,016 thousand in 2024, reversing a negative cash flow of RMB 447,244 thousand in 2023.
  • Decreased short-term borrowings to RMB 160,981 thousand in 2024 from RMB 338,075 thousand in 2023.
  • Eliminated outstanding obligations under reverse factoring arrangements, which were RMB 98,109 thousand in 2023.
  • Reduced inventory write-downs to RMB 3,887 thousand in 2024 from RMB 19,910 thousand in 2023, indicating better inventory management.
  • Significantly reduced general and administrative expenses to RMB 70,907 thousand in 2024 from RMB 224,202 thousand in 2023.

Negatives

  • Net revenues decreased to RMB 14,401,249 thousand in 2024 from RMB 14,948,129 thousand in 2023.
  • Shareholders deficit increased to RMB 642,644 thousand in 2024 from RMB 583,451 thousand in 2023.
  • Redeemable non-controlling interests increased to RMB 1,038,914 thousand in 2024 from RMB 870,825 thousand in 2023.
  • Segment profit for the B2C business decreased to RMB 63,694 thousand in 2024 from RMB 79,384 thousand in 2023.
  • Total segment profit slightly decreased to RMB 829,229 thousand in 2024 from RMB 848,978 thousand in 2023.

Risks

  • The company's 2023 financial statements raised substantial doubt about its ability to continue as a going concern due to accumulated deficit and potential cash redemption of redeemable non-controlling interests, although management has outlined plans to mitigate this.
  • The company is exposed to foreign currency risk as Renminbi (RMB) is not a freely convertible currency and its value is subject to changes in central government policies.
  • The company's ability to realize deferred tax assets depends on generating sufficient taxable income within carryforward periods, with a valuation allowance of RMB 656,038 thousand provided as of December 31, 2024.
  • The company is subject to periodic legal or administrative proceedings in the ordinary course of business, though no material adverse effect on financial statements is currently believed.

Future Outlook

Management believes the company has adequate resources to meet its obligations for at least twelve months from the financial statement issuance date, based on plans to reschedule redeemable non-controlling interest repayments, evaluate strategic capital restructuring initiatives, and secure bank loan facilities. The company is also evaluating the impact of new accounting standards (ASU No. 2024-04, ASU No. 2024-03, ASU No. 2023-09) on its future financial statements and disclosures.

Management Comments

  • Junling Liu, Chief Executive Officer, certified that the annual report, as amended, does not contain any untrue statement of a material fact or omit to state a material fact, and that the financial statements fairly present the financial condition, results of operations, and cash flows.
  • Management believes the Group has adequate resources to meet its obligations as they come due for at least twelve months from the date of issuance of these financial statements, based on implemented plans and actions to improve liquidity.

Industry Context

The company operates an integrated online and offline platform within the healthcare ecosystem in China, focusing on sales of medical and wellness products through online retail and wholesale pharmacies and offline retail pharmacies. The B2B segment continues to be the dominant revenue driver, reflecting a strong presence in the pharmaceutical supply chain within the Chinese market.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Accounting Standard AdoptionAdopted ASU No. 2023-07, Segment Reporting, effective for the Annual Report on Form 20F for the year ended December 31, 2024, expanding segment disclosures.December 31, 2024Did not have a significant impact on consolidated financial statements, as it primarily addresses disclosures.

Legal Proceedings

  • The Group is subject to periodic legal or administrative proceedings in the ordinary course of its business, but does not believe any currently pending matters will have a material adverse effect on the financial statements.

Stakeholder Impact

  • Shareholders: The ADS ratio change (1:2 to 1:20) may affect per-share trading price and liquidity. The withdrawal of the take-private proposal removes a potential near-term exit opportunity but also removes uncertainty.
  • Investors (Redeemable Non-Controlling Interests): Repayment schedules for their redemption rights are being renegotiated, with potential for proportionate shares of IPO proceeds if 1 Pharmacy Technology proceeds with an IPO.
  • Employees: Share-based compensation plans are in place, though the employee ownership plan for 1 Pharmacy Technology was canceled in December 2023, with remaining expenses recognized immediately.

Next Steps

  • Continue active communication with redeemable non-controlling interest holders to reschedule repayments or restructure redemption obligations.
  • Actively evaluate strategic capital restructuring initiatives, including potential mergers and acquisitions.
  • Utilize supplier chain financings arrangements and continue efforts to achieve margin expansion and implement cost reduction programs.
  • Monitor and prepare for the adoption of new accounting pronouncements: ASU No. 2024-04 (Debt), ASU No. 2024-03 (Income Statement Expenses), and ASU No. 2023-09 (Income Tax Disclosures).

Key Dates

DateDescription
December 31, 2024End of the fiscal year covered by the annual report.
February 27, 2024Consortium withdrew its non-binding proposal to acquire all outstanding Class A ordinary shares of the company.
April 29, 2025Original filing date of the annual report on Form 20-F for the fiscal year ended December 31, 2024.
August 29, 2025Filing date of Amendment No. 1 to the annual report on Form 20-F.
January 8, 2025Announcement of plan to change the ratio of American Depositary Shares (ADSs) to Class A ordinary shares.
January 24, 2025Effective date for ADS trading prices on Nasdaq reflecting the new ADS to Class A ordinary shares ratio (1:20).
September 30, 2025Due date for the second installment (20% of principal) or first installment (30% of principal) of redeemable non-controlling interest repayments, if redemption rights are exercised.
January 2026Expiry of a credit facility agreement with a bank.
September 30, 2026Due date for the remaining principal (70% or 71.92%) and all accumulated interests of redeemable non-controlling interest repayments, if redemption rights are exercised.
December 15, 2025Effective date for ASU No. 2024-04: Debt Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments.
December 15, 2026Effective date for ASU No. 2024-03: Income Statement Reporting Comprehensive Income/Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.
March 2030Expiry of a Master Guarantee Facility Agreement with a bank.

Recommendation

hold

The company demonstrated a significant financial turnaround in 2024, moving to positive operating income and cash flow while substantially reducing net losses. This indicates improved operational efficiency and a stronger financial position, mitigating previous 'going concern' doubts. However, the slight revenue decline and the ongoing management of redeemable non-controlling interests, coupled with the recent withdrawal of a take-private offer, suggest a 'hold' recommendation. Investors should monitor the company's ability to sustain profitability, manage its debt and redemption obligations, and demonstrate consistent revenue growth in a competitive market.

Keywords

111 Inc, YI, SEC filing, 20-F/A, annual report amendment, financial results, healthcare e-commerce, China, pharmaceuticals, operating income, net loss, cash flow, going concern, redeemable non-controlling interest, ADS ratio change, corporate governance

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