10-Q/A: Bio Essence Corp. Reports Net Income of $133,939 for Q1 2024 After Restatement, Driven by Gains from Discontinued Operations
Quarterly Report Amendment (Form 10-Q/A)
Bio Essence Corp. files an amended quarterly report (Form 10-Q/A) for the period ended March 31, 2024, reporting a net income of $133,939, primarily due to gains from the disposal of subsidiaries, while also restating prior period financials due to accounting errors.
Summary
- Bio Essence Corp. has filed an amended quarterly report on Form 10-Q/A for the period ended March 31, 2024.
- The company reported a net income of $133,939 for the three months ended March 31, 2024, compared to a net loss of $178,836 for the same period in 2023.
- This includes a gain of $377,752 from the disposal of a discontinued operation (BEH).
- The company sold its subsidiaries BEP and BEH for $300,000 and $400,000, respectively.
- The company restated its financial statements due to errors in prior accounting, including reclassification of receivables and adjustments to lease liabilities.
- The company's management expresses substantial doubt about its ability to continue as a going concern.
- The company plans to increase income through sales force improvements, incentive programs, and marketing activities.
- Management also intends to raise additional funds through private or public offerings, or by obtaining loans.
- The company had an accumulated deficit of $9,006,535 as of March 31, 2024.
- The company's current liabilities exceed current assets, resulting in a working capital deficit of $2,021,158.
- The company needs $1.2 million to continue its current business for the next 12 months.
Sentiment
Score: 4
Explanation: The sentiment is cautiously negative due to the going concern warning, restatement of financials, and need for additional funding, despite the reported net income driven by asset sales.
Positives
- The company achieved net income of $133,939 for the quarter, a significant improvement compared to the net loss in the same period last year.
- The company successfully disposed of two subsidiaries, generating gains of $67,451 and $377,752.
- The company is actively seeking additional funding to support its operations.
- The company is implementing strategies to increase income through sales and marketing efforts.
Negatives
- The company's management has expressed substantial doubt about its ability to continue as a going concern.
- The company has a significant accumulated deficit of $9,006,535.
- The company's current liabilities exceed current assets, resulting in a working capital deficit.
- The company's general and administrative expenses have increased significantly.
- The company restated its financial statements due to accounting errors, indicating potential weaknesses in internal controls.
Risks
- The company's ability to continue as a going concern is uncertain.
- The company may not be able to secure additional funding on acceptable terms or at all.
- The company's lack of liquidity could have a material adverse effect on its business viability.
- The company's reliance on loans from a major shareholder poses a risk if those loans are not available in the future.
- The company's restatement of financial statements indicates potential weaknesses in internal controls, which could lead to future errors or misstatements.
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 believes in the viability of its strategy to generate sufficient revenue and in its ability to raise additional funds on reasonable terms and conditions.
- Management needs $1.2 million cash to continue our current business for the next 12 months.
Industry Context
The health supplement industry is competitive, and Bio Essence faces challenges in accessing capital and maintaining liquidity; the company's shift to focus on prescription medicine development through McBE (though later dissolved) reflects an attempt to diversify and enter a higher-margin market.
Comparison to Industry Standards
- Given the limited information and the company's small size, it's difficult to make a direct comparison to industry standards.
- However, the company's negative working capital and accumulated deficit are concerning and suggest it is underperforming compared to healthier companies in the health supplement industry.
- Larger, more established companies in the health supplement industry, such as Herbalife or Amway, typically have stronger balance sheets and more diversified revenue streams.
- The company's reliance on related party loans is also a deviation from industry norms, where companies typically rely on traditional financing sources.
Related Party Transactions
- The Company had loans from one major shareholder (also the Company's senior officer) for $1,370,746 and $1,180,046, respectively, at March 31, 2024 and December 31, 2023.
- The Company had a loan from another major shareholder for $608,631 for settling the litigation at March 31, 2024 and December 31, 2023.
- On May 31, 2023, the Board of Directors of Bio Essence Corp. (the Company), approved a debt-to-equity conversion.
Stakeholder Impact
- Shareholders face significant risk due to the company's going concern warning and need for additional funding, which could dilute their ownership.
- Employees face uncertainty due to the company's financial instability.
- Customers may be concerned about the company's ability to continue providing products and services.
- Creditors face increased risk of non-payment due to the company's liquidity issues.
Next Steps
- The company needs to secure additional funding to address its liquidity issues.
- The company needs to improve its internal controls to prevent future accounting errors.
- The company needs to execute its plan to increase income through sales and marketing efforts.
Key Dates
| Date | Description |
|---|---|
| 2000 | Bio Essence Corporation was incorporated in the state of California. |
| 2010 | Fusion Diet Systems (FDS) was incorporated in the state of Utah. |
| 2016 | Bio Essence and FDS have been owned under common control since 2016. |
| 2017-01 | Bio Essence incorporated two subsidiaries in the state of California: Bio Essence Pharmaceutical Inc. (BEP) and Bio Essence Herbal Essentials, Inc. (BEH). |
| 2017-03-01 | The 100% shareholder of FDS transferred all of her ownership in FDS into Bio Essence. |
| 2018-10-01 | The Company entered a 62.5 month lease for a facility including warehouse and office in the City of Irvine, California. |
| 2020-05 | BEH, BEP and FDS received total of $215,600 from the Economic Injury Disaster Loan (EIDL loan) from the SBA. |
| 2020-06 | BEH, BEP and FDS received total of $215,600 from the Economic Injury Disaster Loan (EIDL loan) from the SBA. |
| 2021-06 | BEP entered a loan agreement of $14,549 for purchasing a videojet with interest rate of 14.11% and a term of three-years. |
| 2021-09 | BEP entered another loan agreement of $39,218 for purchasing a spectrophotometer workstation with interest rate of 10.26% and a term of five-years. |
| 2021-11-12 | Bio Essence incorporated a wholly owned subsidiary McBE Pharma Inc. (McBE) in the state of California. |
| 2021-12-07 | The Company dissolved FDS. |
| 2022-03-15 | The company entered two 39-months lease for two copiers with same vendor for a monthly payment of $234 and $214, respectively. |
| 2022-06-24 | The company entered two leases for two forklifts with a term of 60 months for each, and the monthly payment was $383 and $451, respectively. |
| 2022-03-04 | The FDS transferred its EIDL loan to BEC due to the dissolution of FDS. |
| 2023-05-18 | The Company entered a 36 months lease for a facility including warehouse and office in the City of Irvine, California, with a security deposit of $50,000. |
| 2023-05-31 | The Board of Directors of Bio Essence Corp. (the Company), approved a debt-to-equity conversion. |
| 2023-06-02 | The Board of Directors of the Company executed the Consent Resolution. |
| 2023-09-01 | The 36 months lease for a facility including warehouse and office in the City of Irvine, California, became effective. |
| 2023-09-30 | Ms. Yan and Mr. Sluss reviewed the effectiveness of our disclosure controls and procedures. |
| 2023-12-12 | The Company entered into an agreement with Newway Inc to sell the 100% equity ownership of BEP for $300,000. |
| 2023-12-31 | The transaction to sell the 100% equity ownership of BEP for $300,000 was closed. |
| 2024-03-28 | The Company entered into an agreement with Health Up Inc to sell the 100% equity ownership of BEH for $400,000. |
| 2024-03-31 | End of the quarterly period. |
| 2024-04-01 | The transaction to sell the 100% equity ownership of BEH for $400,000 was closed. |
| 2024-04-15 | The Company dissolved McBE. |
| 2024-10-07 | Date of Amendment: October 7, 2024 |
Keywords
financial statements, discontinued operations, going concern, restatement, net income, subsidiaries, liquidity, funding, Bio Essence Corp
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