Wing Yip Food(WYHG) - 2024 Q4 - Annual Report

PART I Encompasses key risks, company overview, and a detailed financial and operational review Item 3. Key Information This section outlines significant operational risks, particularly those from mainland China, industry specifics, and American Depositary Shares (ADSs) Risk Factors The company faces substantial risks from Chinese operations, including potential delisting, regulatory influence, data security, supply chain vulnerabilities, and internal control weaknesses - The Holding Foreign Companies Accountable Act was amended to shorten the period for potential delisting from three to two consecutive years if the PCAOB cannot inspect the company's auditor[31] - The company's auditor, Audit Alliance LLP, is headquartered in Singapore and has been inspected by the PCAOB, most recently on September 27, 2024. While the PCAOB secured access to inspect firms in mainland China and Hong Kong in 2022, future access remains uncertain[32] - Chinese regulatory authorities have substantial influence and may intervene in the company's operations. New regulations, such as the Trial Administrative Measures effective March 31, 2023, require CSRC filing for overseas listings, creating compliance uncertainties[33][79] - The company's operating subsidiaries in mainland China have not made adequate social insurance and housing provident fund contributions for all employees, which could subject them to penalties and back-payments[47] - Raw material costs, primarily meat, are a significant component of the cost of products sold, accounting for 89.23% in 2024, 88.69% in 2023, and 90.17% in 2022, exposing the company to price volatility[90] - Material weaknesses in internal control over financial reporting were identified as of December 31, 2024. These include a lack of formal internal control policies and a lack of accounting staff with sufficient U.S. GAAP and SEC reporting expertise[141] - The company's dual listing on KOSDAQ (since 2018) and Nasdaq (since Nov 2024) may result in price variations, affect liquidity, and potentially facilitate market manipulation due to trading in different currencies and time zones[173] Item 4. Information on the Company This section details the company's history, corporate structure, business operations, competitive strengths, and strategic goals History and Development of the Company Wing Yip began operations in 2010, listed on KOSDAQ in 2018, and completed its U.S. IPO on Nasdaq in November 2024, raising approximately $9.43 million - The company was listed on the KOSDAQ market in Korea in 2018 (stock code: 900340)[176] - The company completed its U.S. Initial Public Offering (IPO) on November 27, 2024, raising aggregate gross proceeds of approximately $9.43 million, including the full exercise of the over-allotment option. The ADSs trade on Nasdaq under the ticker "WYHG"[177][178] Business Overview The company is a leading Chinese meat product processor, ranking second in cured meat retail sales in 2022 with a 9.2% market share, operating under the "Wing Yip" brand - The company ranked second in mainland China for retail sales of cured meat products in fiscal year 2022, holding a 9.2% market share according to a Frost & Sullivan report[184] Revenue by Product Category (2022-2024) | Product Category | 2024 Revenue (USD) | 2023 Revenue (USD) | 2022 Revenue (USD) | | :--- | :--- | :--- | :--- | | Cured Meat Products | 86,016,029 | 83,275,830 | 88,393,493 | | Snack Products | 50,541,248 | 43,635,556 | 35,906,342 | | Frozen Meat Products | 8,071,778 | 7,156,931 | 6,489,570 | | Total | 144,629,055 | 134,068,317 | 130,789,405 | - The company has a strong focus on R&D, introducing 81 new products in 2024, 51 in 2023, and 62 in 2022. R&D costs were $4.97 million in 2024, representing 17.13% of total operating costs[187][194][245] - Future strategies include providing customized pre-cooked meat products for B2B clients like restaurant chains, increasing investment in snack products, expanding into healthy foods (chicken and plant-based), and establishing a chain of claypot rice restaurants[204][206][209][213] - The company's distribution network as of the report date includes 87 distributors, 7 self-operated stores, and 7 e-commerce platforms, covering 18 provinces in mainland China[247] Item 5. Operating and Financial Review and Prospects This section provides a detailed analysis of the company's financial performance for fiscal years 2022-2024, covering revenue, costs, profits, liquidity, and cash flows Operating Results In FY 2024, net revenue increased by 7.88% to $144.6 million, but a 14.79% rise in cost of revenues led to a 4.89% decrease in gross profit and a 19.70% decline in net income Consolidated Results of Operations Summary (2022-2024) | Metric | 2024 (USD) | 2023 (USD) | 2022 (USD) | | :--- | :--- | :--- | :--- | | Net Revenues | 144,629,055 | 134,068,317 | 130,789,405 | | Gross Profit | 44,795,425 | 47,096,185 | 44,344,816 | | Income from Operations | 15,769,799 | 19,219,234 | 16,541,633 | | Net Income | 11,249,703 | 14,009,913 | 11,193,984 | - In FY 2024, net revenue grew 7.88% YoY to $144.6 million, primarily due to a $6.91 million (15.83%) increase in snack product sales and a $0.91 million (12.78%) increase in frozen meat product sales[382] - Gross profit margin decreased from 35.13% in FY 2023 to 30.97% in FY 2024. This was mainly due to a higher increase in cost of revenues (14.79%) relative to the increase in net revenues (7.88%)[378][400] - Research and development expenses increased by 17.01% in FY 2024 to $4.97 million, primarily due to a new R&D cooperation project[418] - Net income decreased by 19.70% from $14.01 million in FY 2023 to $11.25 million in FY 2024, reflecting lower gross profit and higher operating expenses[427] Liquidity and Capital Resources As of December 31, 2024, cash decreased slightly to $87.93 million, with operating cash flow at $12.48 million, and investing activities significantly increased to $10.10 million due to property purchases Cash and Cash Equivalents | Date | Amount (USD) | | :--- | :--- | | Dec 31, 2024 | 87,927,726 | | Dec 31, 2023 | 90,963,594 | Summary of Cash Flows (2023-2024) | Activity | 2024 (USD) | 2023 (USD) | | :--- | :--- | :--- | | Net cash provided by operating activities | 12,483,808 | 17,651,626 | | Net cash used in investing activities | (10,103,026) | (222,166) | | Net cash provided by financing activities | 4,414,498 | 6,126,623 | - Net cash used in investing activities surged to $10.10 million in FY 2024 from $0.22 million in FY 2023, mainly due to the purchase of property and equipment[439] - Financing activities in FY 2024 provided $4.41 million in cash, which included $6.23 million in net proceeds from the IPO and new loans, offset by loan repayments[441] Critical Accounting Policies and Estimates The company's financial statements, prepared under U.S. GAAP, rely on significant management estimates for accounts receivable, inventory, asset useful lives, and revenue recognition - The company's critical accounting policies involve significant estimates in areas such as allowance for credit losses on accounts receivable, inventory valuation (lower of cost or net realizable value), and the useful lives of property, plant, and equipment[449][450] - Revenue is recognized based on ASC 606, with the company identifying as the principal in its contracts. Revenue is recorded at a point in time when control of products is transferred to the customer, which is typically upon acceptance and receipt[454][458] Item 6. Directors, Senior Management and Employees This section provides information on the company's leadership and workforce, including director biographies, compensation, board structure, and share ownership - The board is led by Chairman Xiantao Wang and CEO Tingfeng Wang, who are siblings[464][471] - For the fiscal year ended December 31, 2024, aggregate compensation was $287,616.22 for executive officers and $121,322.46 for directors[472] Major Share Ownership | Name | Position | Ordinary Shares Beneficially Owned | Percent | | :--- | :--- | :--- | :--- | | Xiantao Wang | Director and Chairman | 8,017,647 | 15.93% | | Tingfeng Wang | Director and CEO | 12,932,031 | 25.69% | | All directors and executive officers as a group | | 22,490,642 | 44.69% | Item 8. Financial Information This section covers the company's dividend policy and legal proceedings, noting no dividends paid for 2022-2024 due to PRC regulatory constraints and withholding taxes - The company has not paid dividends for the fiscal years ended December 31, 2022, 2023, and 2024, though it did distribute dividends from 2019 to 2021[498] - The ability to pay dividends is constrained by PRC regulations, which require PRC subsidiaries to set aside at least 10% of after-tax profits into a statutory reserve until it reaches 50% of registered capital. These reserves are not distributable[500][502] - Dividends paid from the PRC subsidiary to the Hong Kong holding company are subject to a 10% withholding tax, which may potentially be reduced to 5% under the China-Hong Kong Double Tax Avoidance Arrangement, subject to meeting specific conditions[503] Item 10. Additional Information This section provides supplementary details on share capital, articles of association, material contracts, and a comprehensive overview of tax regimes in mainland China, Hong Kong, the United States, and Korea - The company's PRC subsidiary, Wing Yip GD, qualified as a High and New Technology Enterprise (HNTE) in December 2023, making it eligible for a preferential Enterprise Income Tax (EIT) rate of 15% for 2023, 2024, and 2025, compared to the standard 25%[425][743] - For U.S. Holders, the company does not expect to be treated as a Passive Foreign Investment Company (PFIC, but this status is determined annually and is subject to change based on asset composition and market value. PFIC status would result in adverse U.S. federal income tax consequences[169][540] - Due to the dual listing, capital gains from the transfer of Ordinary Shares on the Korea Exchange are generally exempt from Korean withholding tax for non-residents who own less than 25% of the company's shares, provided they have no permanent establishment in Korea[556] Item 11. Quantitative and Qualitative Disclosures About Market Risk The company is exposed to market risks including credit concentration from cash and receivables in China, currency convertibility risk for RMB operations, and interest rate risk from deposits and borrowings - The company faces significant credit risk concentration, with $87.9 million in cash held at major financial institutions in the PRC as of December 31, 2024[570] - Operations are primarily conducted in RMB, exposing the company to currency convertibility risk as RMB is not freely convertible and foreign exchange transactions are regulated by the People's Bank of China[572] - Interest rate risk exists from interest-bearing bank deposits and floating-rate borrowings. The company has not used derivative financial instruments to manage this risk[573] Item 12. Description of Securities Other Than Equity Securities This section details the terms of the American Depositary Shares (ADSs), where each ADS represents one ordinary share and is administered by Deutsche Bank Trust Company Americas, including a schedule of fees - Each American Depositary Share (ADS) represents one ordinary share of the company[575] ADS Holder Service Fees | Service | Fee per ADS | | :--- | :--- | | Issuance or stock distribution | Up to US$0.05 | | Cancellation | Up to US$0.05 | | Cash dividend distribution | Up to US$0.05 | | Other cash distributions | Up to US$0.05 | | Depositary services | Up to US$0.05 (on record date) | PART II Addresses IPO proceeds, internal controls, and corporate governance disclosures Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds This section details the use of approximately $6.86 million in net proceeds from the November 2024 IPO, allocated to production upgrades, marketing, R&D, and working capital - The company raised net proceeds of approximately $6.86 million from its IPO in November 2024 after deducting $2.57 million in offering costs[590] - As of the report date, proceeds have been used for upgrading production lines ($3.29 million), marketing ($1.51 million), R&D ($0.76 million), and working capital ($0.47 million), with $0.83 million remaining[590] Item 15. Controls and Procedures Management concluded that the company's disclosure controls and procedures were ineffective as of December 31, 2024, due to material weaknesses in internal control policies and accounting expertise - Management concluded that as of December 31, 2024, the company's disclosure controls and procedures were ineffective[592] - The ineffectiveness is due to material weaknesses, specifically: (i) lack of formal internal control policies and risk assessment framework, and (ii) lack of accounting staff with appropriate U.S. GAAP and SEC reporting knowledge[593] Item 16. Corporate Governance and Other Disclosures This section covers corporate governance, identifying the audit committee financial expert, detailing principal accountant fees, and noting the company's foreign private issuer status and cybersecurity risk management - Mr. Yang Chen is designated as the "audit committee financial expert"[597] Principal Accountant Fees (Audit Alliance LLP) | Year | Audit Fees (USD) | | :--- | :--- | | 2024 | 180,000 | | 2023 | 180,000 | | 2022 | 160,000 | - As a foreign private issuer, the company is permitted to follow its home country (Hong Kong) corporate governance practices, which may differ from Nasdaq listing standards[604] - The company has established a cybersecurity risk management process and states that no cybersecurity incidents have materially affected the business as of the report date[611] PART III Contains the complete audited consolidated financial statements Item 18. Financial Statements This section presents the company's audited consolidated financial statements for fiscal years 2022-2024, prepared under U.S. GAAP, including balance sheets, statements of operations, cash flows, and notes Consolidated Balance Sheet Summary | Metric (USD) | As of Dec 31, 2024 | As of Dec 31, 2023 | | :--- | :--- | :--- | | Total Assets | 193,491,088 | 181,022,176 | | Total Current Assets | 112,812,138 | 108,810,005 | | Total Liabilities | 37,746,096 | 37,965,523 | | Total Current Liabilities | 31,582,415 | 19,445,910 | | Total Shareholders' Equity | 155,744,992 | 143,056,653 | Consolidated Statement of Operations Summary | Metric (USD) | Year Ended Dec 31, 2024 | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | | :--- | :--- | :--- | :--- | | Revenues | 144,629,055 | 134,068,317 | 130,789,405 | | Gross Profit | 44,795,425 | 47,096,185 | 44,344,816 | | Net Income | 11,249,703 | 14,009,913 | 11,193,984 | | Earnings Per Share (basic and diluted) | 0.23 | 0.29 | 0.23 | Consolidated Statement of Cash Flows Summary | Metric (USD) | Year Ended Dec 31, 2024 | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | | :--- | :--- | :--- | :--- | | Net cash provided by operating activities | 12,483,808 | 17,651,626 | 8,922,859 | | Net cash used in investing activities | (10,103,026) | (222,166) | (18,056,679) | | Net cash provided by financing activities | 4,414,498 | 6,126,623 | 5,833,358 |