10-K: Bio Essence Corp. Reports Increased Losses in 2024 Annual Report, Cites Going Concern Uncertainty

Sentiment:

Annual Report


Bio Essence Corp.'s 2024 10-K filing reveals increased net losses and a going concern uncertainty, despite revenue generation from continuing operations following subsidiary disposals.

Capital raiseManagement intends to raise additional funds by way of a private or public offering.Management intends to raise additional funds by obtaining loans from banks or others.The company is exploring options to provide additional financing to fund future operations.
Worse than expectedThe company's net loss increased significantly in 2024 compared to 2023.The company's auditor has raised substantial doubt about its ability to continue as a going concern.The company's disclosure controls and procedures and internal control over financial reporting were deemed ineffective.

Summary

  • Bio Essence Corp. reported a net loss of $1,308,796 for the year ended December 31, 2024, compared to a net loss of $971,879 in 2023.
  • The company's revenues from continuing operations were $323,940 in 2024, a significant increase from $0 in 2023, driven by product sales and OEM service revenue.
  • The company sold its subsidiaries BEP and BEH in December 2023 and April 2024, respectively, and dissolved McBE in April 2024.
  • The company's general and administrative expenses increased by 95.76% to $676,515 in 2024, primarily due to increased office rent and consulting fees.
  • The company's independent auditor has raised substantial doubt about its ability to continue as a going concern.
  • The company's current liabilities exceed current assets, resulting in a working capital deficit of $2,522,008 as of December 31, 2024.
  • The company is seeking additional financing through private or public offerings, or loans from banks or others.
  • The company had loans from a major shareholder (also a senior officer) of $577,546 as of December 31, 2024.
  • The company's disclosure controls and procedures and internal control over financial reporting were deemed ineffective as of December 31, 2024.
  • The company has net operating loss carryforwards for federal and California income tax purposes of $2.35 million and $2.27 million, respectively, as of December 31, 2024.

Sentiment

Score: 3

Explanation: The sentiment is negative due to increased losses, a going concern warning from the auditor, and ineffective internal controls. While revenue increased, the overall financial health of the company is concerning.

Positives

  • The company generated $323,940 in revenue from continuing operations in 2024, a significant improvement from 2023.
  • The company completed the sale of BEP and BEH, generating $700,000 in cash.
  • The company is actively seeking new business opportunities and exploring potential acquisition targets.
  • The company is working to improve its sales and net profits.
  • The company is exploring options to provide additional financing to fund future operations.

Negatives

  • The company incurred a net loss of $1,308,796 in 2024, an increase from the $971,879 loss in 2023.
  • The company's auditor has raised substantial doubt about its ability to continue as a going concern.
  • The company's current liabilities exceed current assets, resulting in a working capital deficit of $2,522,008.
  • The company's disclosure controls and procedures and internal control over financial reporting were deemed ineffective.
  • The company's general and administrative expenses increased significantly in 2024.

Risks

  • The company's ability to continue as a going concern is dependent on its ability to generate sufficient revenue and raise additional funds.
  • The company may have difficulty meeting upcoming cash requirements.
  • The company's lack of liquidity could have a material adverse effect on its business viability, financial position, results of operations, and cash flows.
  • The company's reliance on loans from an officer (also a major shareholder) as its principal source of funds.
  • The company's ineffective disclosure controls and procedures and internal control over financial reporting could lead to material misstatements in its financial statements.

Future Outlook

The company plans to increase its income by strengthening its sales force, providing attractive sales incentive programs, and increasing marketing and promotion activities. Management also intends to raise additional funds by way of a private or public offering, or by obtaining loans from banks or others.

Management Comments

  • Management intends to raise funds by way of a private or public offering, or by obtaining loans from banks or others.
  • Management believes in the viability of its strategy to generate sufficient revenue and in its ability to raise additional funds on reasonable terms and conditions.

Industry Context

The company operates in the competitive herbal health, diet, and nutrition industry. The company's performance is affected by factors such as consumer preferences, regulatory changes, and competition from other companies in the industry.

Comparison to Industry Standards

  • It is difficult to compare Bio Essence Corp.'s results to industry standards due to its small size and unique business model.
  • Many larger companies in the health supplement industry have significantly higher revenues and profits.
  • Comparable companies include Herbalife Nutrition Ltd., Nu Skin Enterprises, Inc., and USANA Health Sciences, Inc., but these companies are much larger and have different business models.
  • Bio Essence Corp.'s reliance on OEM services and its recent divestitures of subsidiaries make it difficult to directly compare its financial performance to these larger companies.

Related Party Transactions

  • The Company held loans from one major shareholder (also the Company's senior officer) for $577,546 and $1,180,046 as of December 31, 2024, and 2023, respectively.
  • The Company held the loan from another major shareholder for $608,631 for settling the litigation as of December 31, 2024 and 2023.
  • On May 31, 2023, the Board of Directors of Bio Essence Corp. (the Company), approved a debt-to-equity conversion.

Stakeholder Impact

  • Shareholders may be concerned about the company's increased losses and going concern uncertainty.
  • Employees may be concerned about the company's financial stability and potential job security.
  • Customers may be concerned about the company's ability to continue providing products and services.
  • Creditors may be concerned about the company's ability to repay its debts.

Next Steps

  • The company intends to strengthen its sales force and increase marketing and promotion activities.
  • The company intends to raise additional funds by way of a private or public offering, or by obtaining loans from banks or others.
  • The company is working to implement ICFR standards within the Company.

Key Dates

DateDescription
2000-01-01Bio Essence Corp. was incorporated in California.
2010-04-20Fusion Diet Systems (FDS) was incorporated in Utah.
2016Bio Essence and FDS have been under common control since 2016.
2017-01-09Bio Essence Pharmaceutical, Inc. (BEP) was created in California.
2017-01-12Bio Essence Herbal Essentials Inc. (BEH) was created.
2017-03-01100% shareholder of FDS transferred ownership to Bio Essence.
2018-10-01Company entered a 62.5 month lease for a facility in Irvine, California.
2020-05-31BEH, BEP and FDS received EIDL loans from the SBA.
2020-06-30BEH, BEP and FDS received EIDL loans from the SBA.
2021-06-30BEP entered a loan agreement of $14,549 for purchasing a videojet.
2021-09-30BEP entered another loan agreement of $39,218 for purchasing a spectrophotometer workstation.
2021-11-13Company dissolved Fusion Naturals and formed McBE Pharma, Inc.
2021-12-07The Company dissolved FDS.
2022-03-04The FDS transferred its EIDL loan to BEC due to the dissolution of FDS.
2023-05-18The Company entered a 36-month lease for a facility in Irvine, California.
2023-05-31Board of Directors approved a debt-to-equity conversion.
2023-06-02The Board of Directors of the Company executed the Consent Resolution.
2023-09-01The 36-month lease for a facility in Irvine, California, became effective.
2023-12-12Company entered an agreement with Newway Inc to sell BEP.
2023-12-31The transaction with Newways Inc. closed.
2024-03-28Company entered an agreement with Health Up Inc to sell BEH.
2024-04-01The transaction with Health Up Inc. closed.
2024-04-15The Company dissolved McBE.
2024-06-01One-year operating lease effective.
2024-12-31End of fiscal year.
2025-03-28Date of report filing.

Keywords

financial statements, going concern, net loss, revenue, subsidiaries, discontinued operations, internal control, disclosure controls, loan, financing, EIDL, OEM, health supplements

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