UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period
ended
or
For the transition period from to
Commission file number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (IRS Employer | |
| incorporation or organization) | identification No.) |
Hebei Province, The People’s Republic of
(Address of principal executive offices and Zip Code)
011 -
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Indicate by check mark whether the
registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act.): Yes ☐
No
As of May 10, 2024, there were
TABLE OF CONTENTS
| Part I. - FINANCIAL INFORMATION | 1 | |
| Item 1. | Financial Statements | 1 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 25 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 39 |
| Item 4. | Controls and Procedures | 39 |
| Part II. - OTHER INFORMATION | 40 | |
| Item 1. | Legal Proceedings | 40 |
| Item 1A. | Risk Factors | 40 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 40 |
| Item 3. | Defaults Upon Senior Securities | 40 |
| Item 4. | Mine Safety Disclosures | 40 |
| Item 5. | Other Information | 40 |
| Item 6. | Exhibits | 40 |
| SIGNATURES | 41 | |
i
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
IT TECH PACKAGING, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2024 AND DECEMBER 31, 2023
(unaudited)
| March 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and bank balances | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts receivable (net of allowance for doubtful accounts of $ | ||||||||
| Inventories | ||||||||
| Prepayments and other current assets | ||||||||
| Due from related parties | ||||||||
| Total current assets | ||||||||
| Prepayment on property, plant and equipment | ||||||||
| Operating lease right-of-use assets, net | ||||||||
| Property, plant, and equipment, net | ||||||||
| Value-added tax recoverable | ||||||||
| Deferred tax asset non-current | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Short-term bank loans | $ | $ | ||||||
| Current portion of long-term loans | ||||||||
| Lease liability | ||||||||
| Accounts payable | ||||||||
| Advance from customers | ||||||||
| Notes payable | ||||||||
| Due to related parties | ||||||||
| Accrued payroll and employee benefits | ||||||||
| Other payables and accrued liabilities | ||||||||
| Total current liabilities | ||||||||
| Long-term loans | ||||||||
| Lease liability - non-current | ||||||||
| Derivative liability | ||||||||
| Total liabilities (including amounts of the consolidated VIE without recourse to the Company of $ | ||||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ Equity | ||||||||
| Common stock, | ||||||||
| Additional paid-in capital | ||||||||
| Statutory earnings reserve | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Retained earnings | ||||||||
| Total stockholders’ equity | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
See accompanying notes to condensed consolidated financial statements.
1
IT TECH PACKAGING, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2024 | 2023 | |||||||
| Revenues | $ | $ | ||||||
| Cost of sales | ( | ) | ( | ) | ||||
| Gross Profit (Loss) | ( | ) | ||||||
| Selling, general and administrative expenses | ( | ) | ( | ) | ||||
| Loss from Operations | ( | ) | ( | ) | ||||
| Other Income (Expense): | ||||||||
| Interest income | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Gain (Loss) on derivative liability | ||||||||
| Loss before Income Taxes | ( | ) | ( | ) | ||||
| Provision for Income Taxes | ( | ) | ||||||
| Net Loss | ( | ) | ( | ) | ||||
| Other Comprehensive (Loss) Income | ||||||||
| Foreign currency translation adjustment | ( | ) | ||||||
| Total Comprehensive Loss | $ | ( | ) | $ | ( | ) | ||
| Losses Per Share: | ||||||||
| $ | ( | ) | $ | ( | ) | |||
See accompanying notes to condensed consolidated financial statements.
2
IT TECH PACKAGING, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
| Three Months Ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net income | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| (Gain) Loss on derivative liability | ( | ) | ( | ) | ||||
| (Gain) Loss from disposal and impairment of property, plant and equipment | ||||||||
| (Recovery from) Allowance for bad debts | ( | ) | ||||||
| Allowances for inventories, net | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Prepayments and other current assets | ||||||||
| Inventories | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Advance from customers | ( | ) | ||||||
| Notes payable | ||||||||
| Related parties | ( | ) | ( | ) | ||||
| Accrued payroll and employee benefits | ||||||||
| Other payables and accrued liabilities | ||||||||
| Income taxes payable | ( | ) | ||||||
| Net Cash Provided by Operating Activities | ||||||||
| Cash Flows from Investing Activities: | ||||||||
| Purchases of property, plant and equipment | ( | ) | ( | ) | ||||
| Net Cash Used in Investing Activities | ( | ) | ( | ) | ||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from short term bank loans | ||||||||
| Proceeds from long term loans | ||||||||
| Repayment of bank loans | ( | ) | ||||||
| Payment of capital lease obligation | ( | ) | ||||||
| Net Cash Provided by Financing Activities | ||||||||
| Effect of Exchange Rate Changes on Cash and Cash Equivalents | ( | ) | ||||||
| Net Increase in Cash and Cash Equivalents | ||||||||
| Cash, Cash Equivalents and Restricted Cash - Beginning of Period | ||||||||
| Cash, Cash Equivalents and Restricted Cash - End of Period | $ | $ | ||||||
| Supplemental Disclosure of Cash Flow Information: | ||||||||
| Cash paid for interest, net of capitalized interest cost | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
| Cash and bank balances | ||||||||
| Restricted cash | ||||||||
| Total cash, cash equivalents and restricted cash shown in the statement of cash flows | ||||||||
See accompanying notes to condensed consolidated financial statements.
3
IT TECH PACKAGING, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
| Balance at December 31, 2021 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||
| Foreign currency translation adjustment | ||||||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance at March 31, 2022 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | $ | ( | ) | $ | $ |
See accompanying notes to condensed consolidated financial statements.
4
IT TECH PACKAGING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) Organization and Business Background
IT Tech Packaging, Inc. (the “Company”) was incorporated in the State of Nevada on December 9, 2005, under the name “Carlateral, Inc.” Through the steps described immediately below, we became the holding company for Hebei Baoding Dongfang Paper Milling Company Limited (“Dongfang Paper”), a producer and distributor of paper products in China, on October 29, 2007.
Effective on August 1, 2018, we changed our corporate name to IT Tech Packaging, Inc.. The name change was effected through a parent/subsidiary short-form merger of IT Tech Packaging, Inc., our wholly-owned Nevada subsidiary formed solely for the purpose of the name change, with and into us. We were the surviving entity. In connection with the name change, our common stock began being traded under a new NYSE symbol, “ITP,” and a new CUSIP number, 46527C100, at such time.
On June 9, 2022, the Board of Directors
of the Company approved a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $
On October 29, 2007, pursuant to
an agreement and plan of merger (the “Merger Agreement”), the Company acquired DongfangZhiye Holding Limited (“Dongfang
Holding”), a corporation formed on November 13, 2006 under the laws of the British Virgin Islands, and issued the shareholders of
Dongfang Holding an aggregate of
Dongfang Holding, as the
On June 24, 2009, the Company consummated a number of restructuring transactions pursuant to which it acquired all of the issued and outstanding shares of Shengde Holdings Inc., a Nevada corporation. Shengde Holdings Inc. was incorporated in the State of Nevada on February 25, 2009. On June 1, 2009, Shengde Holdings Inc. incorporated Baoding Shengde, a limited liability company organized under the laws of the PRC. Because Baoding Shengde is a wholly-owned subsidiary of Shengde Holdings Inc., it is regarded as a wholly foreign-owned entity under PRC law.
5
IT TECH PACKAGING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
To ensure proper compliance of the
Company’s control over the ownership and operations of Dongfang Paper with certain PRC regulations, on June 24, 2009, the Company
entered into a series of contractual agreements (the “Contractual Agreements”) with Dongfang Paper and Dongfang Paper Equity
Owners via the Company’s wholly owned subsidiary Shengde Holdings Inc. (“Shengde Holdings”) a Nevada corporation and
Baoding Shengde Paper Co., Ltd. (“Baoding Shengde”), a wholly foreign-owned enterprise in the PRC with an original registered
capital of $
On February 10, 2010, Baoding Shengde
and the Dongfang Paper Equity Owners entered into a Termination of Loan Agreement to terminate the above- mentioned $
An agreement was also entered into
among Baoding Shengde, Dongfang Paper and the Dongfang Paper Equity Owners on December 31, 2010, reiterating that Baoding Shengde is entitled
to
On June 25, 2019, Dongfang Paper
entered into an acquisition agreement with the shareholder of Tengsheng Paper Co., Ltd. (“Tengsheng Paper”), a limited liability
company organized under the laws of the PRC, pursuant to which Dongfang Paper would acquire Tengsheng Paper. Full payment of the consideration
in the amount of RMB
QianrongQianhui Hebei Technology Co., Ltd, a wholly owned subsidiary of Shengde holding, was incorporated on July 15, 2021. It is a service provider of high quality material solutions for textile, cosmetics and paper production.
The Company has no direct equity
interest in Dongfang Paper. However, through the Contractual Agreements described above, the Company is found to be the primary beneficiary
(the “Primary Beneficiary”) of Dongfang Paper and is deemed to have the effective control over Dongfang Paper’s activities
that most significantly affect its economic performance, resulting in Dongfang Paper and its subsidiary, being treated as a controlled
variable interest entity of the Company in accordance with Topic 810 - Consolidation of the Accounting Standards Codification (the “ASC”)
issued by the FinancialAccounting Standard Board (the “FASB”). The revenue generated from Dongfang Paper and Tengsheng Paper
for the three months ended March 31, 2024 and 2023 was accounted for
6
IT TECH PACKAGING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| Name | Date of Incorporation or Establishment |
Place of Incorporation or Establishment |
Percentage of Ownership |
Principal Activity | ||||
| Subsidiary: | ||||||||
| Dongfang Holding | ||||||||
| Shengde Holdings | ||||||||
| Baoding Shengde | ||||||||
| Qianrong | ||||||||
| Variable interest entity (“VIE”): | ||||||||
| Dongfang Paper | ||||||||
| Tengsheng Paper |
| * |
| ** |
However, uncertainties in the PRC legal system could cause the Company’s current ownership structure to be found to be in violation of any existing and/or future PRC laws or regulations and could limit the Company’s ability, through its subsidiary, to enforce its rights under these contractual arrangements. Furthermore, shareholders of the VIE may have interests that are different than those of the Company, which could potentially increase the risk that they would seek to act contrary to the terms of the aforementioned agreements.
In addition, if the current structure or any of the contractual arrangements were found to be in violation of any existing or future PRC law, the Company may be subject to penalties, which may include, but not be limited to, the cancellation or revocation of the Company’s business and operating licenses, being required to restructure the Company’s operations or being required to discontinue the Company’s operating activities. The imposition of any of these or other penalties may result in a material and adverse effect on the Company’s ability to conduct its operations. In such case, the Company may not be able to operate or control the VIE, which may result in deconsolidation of the VIE. The Company believes the possibility that it will no longer be able to control and consolidate its VIE will occur as a result of the aforementioned risks and uncertainties is remote.
7
IT TECH PACKAGING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The Company has aggregated the financial information of Dongfang Paper in the table below. The aggregate carrying value of Dongfang Paper’s assets and liabilities (after elimination of intercompany transactions and balances) in the Company’s condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023 are as follows:
The Company and its consolidated
subsidiaries are not required to provide financial support to the VIE, and no creditor (or beneficial interest holders) of the VIE have
recourse to the assets of Company unless the Company separately agrees to be subject to such claims. There are no terms in any agreements
or arrangements, implicit or explicit, which require the Company or its subsidiaries to provide financial support to the VIE.
| March 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and bank balances | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts receivable | ||||||||
| Inventories | ||||||||
| Prepayments and other current assets | ||||||||
| Due from related parties | ||||||||
| Total current assets | ||||||||
| Operating lease right-of-use assets, net | ||||||||
| Property, plant, and equipment, net | ||||||||
| Deferred tax asset non-current | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES | ||||||||
| Current Liabilities | ||||||||
| Short-term bank loans | $ | $ | ||||||
| Current portion of long-term loans | ||||||||
| Lease liability | ||||||||
| Accounts payable | ||||||||
| Advance from customers | ||||||||
| Accrued payroll and employee benefits | ||||||||
| Other payables and accrued liabilities | ||||||||
| Income taxes payable | ||||||||
| Total current liabilities | ||||||||
| Long-term loans | ||||||||
| Lease liability - non-current | ||||||||
| Total liabilities | $ | $ | ||||||
8
IT TECH PACKAGING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(2) Basis of Presentation and Significant Accounting Policies
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) for reporting on Form 10-Q. Accordingly, certain information and notes required by the United States of America generally accepted accounting principles (“GAAP”) for annual financial statements are not included herein. These interim statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2023 of the Company, and its subsidiaries and variable interest entity (which we sometimes refer to collectively as “the Company”, “we”, “us” or “our”).
Principles of Consolidation
Our unaudited condensed consolidated financial statements reflect all adjustments, which are, in the opinion of management, necessary for a fair presentation of our financial position and results of operations. Such adjustments are of a normal recurring nature, unless otherwise noted. The balance sheet as of March 31, 2024 and the results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for any future period.
Our unaudited condensed consolidated financial statements are prepared in accordance with GAAP. These accounting principles require us to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We believe that the estimates, judgments and assumptions are reasonable, based on information available at the time they are made. Actual results could differ materially from those estimates.
Valuation of long-lived asset
The Company reviews the carrying value of long-lived assets to be held and used when events and circumstances warrants such a review. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair market value of the long-lived asset and intangible assets. Fair market value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets and intangible assets to be disposed are determined in a similar manner, except that fair market values are reduced for the cost to dispose.
Fair Value Measurements
The Company has adopted ASC Topic 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. It does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. It establishes a three-level valuation hierarchy of valuation techniques based on observable and unobservable inputs, which may be used to measure fair value and include the following:
Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
9
IT TECH PACKAGING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Classification within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement.
The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts that the Company could realize in a current market exchange. As of March 31, 2024 and December 31, 2023, the carrying value of the Company’s short term financial instruments, such as cash and cash equivalents, accounts receivable, accounts and notes payable, short-term bank loans, balance due to a related party and obligation under capital lease, approximate at their fair values because of the short maturity of these instruments; while loans from credit union and loans from a related party approximate at their fair value as the interest rates thereon are close to the market rates of interest published by the People’s Bank of China.
Management determined that liabilities created by beneficial conversion features associated with the issuance of certain warrants (see “Derivative liabilities” under Note (12)), meet the criteria of derivatives and are required to be measured at fair value. The fair value of these derivative liabilities was determined based on management’s estimate of the expected future cash flows required to settle the liabilities. This valuation technique involves management’s estimates and judgment based on unobservable inputs and is classified in level 3.
Non-Recurring Fair Value Measurements
The Company reviews long-lived assets for impairment annually or more frequently if events or changes in circumstances indicate the possibility of impairment. For the continuing operations, long-lived assets are measured at fair value on a nonrecurring basis when there is an indicator of impairment, and they are recorded at fair value only when impairment is recognized. For discontinued operations, long-lived assets are measured at the lower of carrying amount or fair value less cost to sell. The fair value of these assets were determined using models with significant unobservable inputs which were classified as Level 3 inputs, primarily the discounted future cash flow.
Share-Based Compensation
The Company uses the fair value recognition provision of ASC Topic 718, Compensation-Stock Compensation, which requires the Company to expense the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of such instruments over the vesting period.
The Company also applies the provisions of ASC Topic 505-50, Equity Based Payments to Non-Employees to account for stock-based compensation awards issued to non-employees for services. Such awards for services are recorded at either the fair value of the consideration received or the fair value of the instruments issued in exchange for such services, whichever is more reliably measurable.
10
IT TECH PACKAGING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(3) Restricted Cash
Out of the restricted cash, $
(4) Inventories
Raw materials inventory includes mainly recycled paper board
and recycled white scrap paper. Finished goods include mainly products of corrugating medium paper, offset printing paper and tissue paper
products.
| March 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Raw Materials | ||||||||
| Recycled paper board | $ | $ | ||||||
| Recycled white scrap paper | ||||||||
| Gas | ||||||||
| Base paper and other raw materials | ||||||||
| Semi-finished Goods | ||||||||
| Finished Goods | ||||||||
| Total inventory, gross | ||||||||
| Inventory reserve | ( | ) | ||||||
| Total inventory, net | $ | $ | ||||||
(5) Prepayments and other current assets
| March 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Prepaid land lease | $ | $ | ||||||
| Prepayment for purchase of materials | ||||||||
| Value-added tax recoverable | ||||||||
| Prepaid gas | ||||||||
| Others | ||||||||
| $ | $ | |||||||
(6) Property, plant and equipment, net
| March 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Property, Plant, and Equipment: | ||||||||
| Land use rights | $ | $ | ||||||
| Building and improvements | ||||||||
| Machinery and equipment | ||||||||
| Vehicles | ||||||||
| Totals | ||||||||
| Less: accumulated depreciation and amortization | ( | ) | ( | ) | ||||
| Property, Plant and Equipment, net | $ | $ | ||||||
As of March 31, 2024 and December 31, 2023, land use rights
represented twenty three parcels of state-owned lands located in Xushui District and Wei County of Hebei Province in China, with lease
terms of
11
IT TECH PACKAGING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
As of March 31, 2024 and December
31, 2023, certain property, plant and equipment of Dongfang Paper with net values of $, have been pledged pursuant to a long-term loan
from credit union of Dongfang Paper. Land use right of Tengsheng Paper with net value of $
Depreciation and amortization of
property, plant and equipment was $
(7) Leases
Financing with Sale-Leaseback
The Company entered
into a sale-leaseback arrangement (the “Lease Financing Agreement”) with TAC Leasing Co., Ltd.(“TLCL”) on
August 6, 2020, for a total financing proceeds in the amount of RMB
Tengsheng Paper made payments due according to the schedule. On July 17, 2023, the Company made a final payment on outstanding obligations and bought back the Lease Equipment at nominal price according to the agreement. The lease assets were reclassified as own assets and balance of Leased Equipment net of amortization were $ as of March 31, 2024 and December 31, 2023.
Amortization
of the Leased Equipment was $ and $
Operating lease lessor
The Company has a non-cancellable agreement
to lease plant to tenant under operating lease for
Operating lease as lessee
The Company leases space under non-cancelable operating leases for plant and production equipment. The lease does not have significant rent escalation holidays, concessions, leasehold improvement incentives, or other build-out clauses. Further, the lease does not contain contingent rent provisions. The lease include option to renew in condition that it is agreed by the landlord before expiry. Therefore, the majority of renewals to extend the lease terms are not included in its right-of-use assets and lease liabilities as they are not reasonably certain of exercise. The Company regularly evaluate the renewal options and when they are reasonably certain of exercise, the Company includes the renewal period in its lease term.
As the Company’s leases do not provide an implicit rate, it uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments.
As the Company’s leases do not provide an implicit rate, it uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments.
12
IT TECH PACKAGING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| Three Months Ended | ||||
| March 31, 2024 | ||||
| RMB | ||||
| Operating lease cost | ||||
| Short-term lease cost | ||||
| Lease cost | ||||
Supplemental cash flow information related to its operating leases was as follows for the period ended March 31, 2024:
| Three Months Ended | ||||
| March 31, 2024 | ||||
| RMB | ||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||
| Operating cash outflow from operating leases | ||||
| March 31, | Amount | |||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Thereafter | ||||
| Total operating lease payments | $ | |||
| Less: Interest | ( | ) | ||
| Present value of lease liabilities | ||||
| Less: current portion, record in current liabilities | ( | ) | ||
| Present value of lease liabilities | ||||
| March 31, | ||||
| 2024 | ||||
| RMB | ||||
| Remaining lease term and discount rate: | ||||
| Weighted average remaining lease term (years) | ||||
| Weighted average discount rate | % | |||
(8) Loans Payable
Short-term bank loans
| March 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Bank of Cangzhou 1 | $ | $ | ||||||
| Bank of Cangzhou 2 | ||||||||
| Industrial and Commercial Bank of China (“ICBC”) Loan 1 | ||||||||
| ICBC Loan 2 | ||||||||
| ICBC Loan 3 | ||||||||
| Total short-term bank loans | $ | $ | ||||||
13
IT TECH PACKAGING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
On December 31, 2023, the Company
entered into a working capital loan agreement with the Bank of Cangzhou, to borrow $
On December 31, 2023, the Company
entered into a working capital loan agreement with the Bank of Cangzhou, to borrow $
On September 15, 2023, the Company
entered into a working capital loan agreement with the ICBC, with a balance of $
On September 22, 2023, the Company
entered into a working capital loan agreement with the ICBC, with a balance of $
On September 22, 2023, the Company
entered into a working capital loan agreement with the ICBC, with a balance of $
As of March 31, 2024, there were
guaranteed short-term borrowings of $ and unsecured bank loans of $
The average short-term borrowing rates
for the three months ended March 31, 2024 and 2023 were approximately
Long-term loans
| March 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Rural Credit Union of Xushui District Loan 1 | $ | $ | ||||||
| Rural Credit Union of Xushui District Loan 2 | ||||||||
| Rural Credit Union of Xushui District Loan 3 | ||||||||
| Rural Credit Union of Xushui District Loan 4 | ||||||||
| Rural Credit Union of Xushui District Loan 5 | ||||||||
| Total | ||||||||
| Less: Current portion of long-term loans | ( | ) | ( | ) | ||||
| Long-term loans | $ | $ | ||||||
| Amount | ||||
| Fiscal year | ||||
| Remainder of 2024 | $ | |||
| 2025 | ||||
| 2026 & after | ||||
| Total | ||||
On July 15, 2013, the Company entered
into a loan agreement with the Rural Credit Union of Xushui District for a term of
14
IT TECH PACKAGING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
On April 17, 2019, the Company
entered into a loan agreement with the Rural Credit Union of Xushui District for a term of
On December 12, 2019, the Company
entered into a loan agreement with the Rural Credit Union of Xushui District for a term of
On February 26, 2023, the Company
entered into a loan agreement with the Rural Credit Union of Xushui District for a term of
On December 5, 2023, the Company entered
into a loan agreement with the Rural Credit Union of Xushui District for a term of
Total interest expenses for the short-term
bank loans and long-term loans for the three months ended March 31, 2024 and 2023 were $
(9) Related Party Transactions
Mr. Zhenyong Liu, the Company’s
CEO has loaned money to Dongfang Paper for working capital purposes over a period of time. On January 1, 2013,Dongfang Paper and Mr. Zhenyong
Liu renewed the three-year term loan previously entered on January 1, 2010, and extended the maturity date further to December 31, 2015.
On December 31, 2015, the Company paid off the loan of $
On December 10, 2014, Mr. Zhenyong
Liu provided a loan to the Company, amounted to $
On March 1, 2015, the Company entered
an agreement with Mr. Zhenyong Liu which allows Dongfang Paper to borrow from the CEO an amount up to $
As of March 31, 2024 and December
31, 2023, total amount of loans due to Mr. Zhenyong Liu were $. The interest expense incurred for such related party loans were $
for the three months ended March 31, 2024 and 2023. The accrued interest owing to Mr. Zhenyong Liu was approximately $
15
IT TECH PACKAGING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
In October 2022 and November 2022,
the Company entered into two agreements with Mr. Zhenyong Liu, which allowed Mr. Zhenyong Liu to borrow from the Company an amount of
$
As of March 31, 2024 and December
31, 2023, amount due to shareholder was $
(10) Notes payable
As of March 31, 2024, the Company
had bank acceptance notes of $
(11) Other payables and accrued liabilities
| March 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Accrued electricity | $ | $ | ||||||
| Value-added tax payable | ||||||||
| Accrued interest to a related party | ||||||||
| Payable for purchase of property, plant and equipment | ||||||||
| Accrued commission to salesmen | ||||||||
| Accrued bank loan interest | ||||||||
| Others | ||||||||
| Totals | $ | $ | ||||||
(12) Derivative Liabilities
The Company analyzed the warrant for derivative accounting consideration under ASC 815, “Derivatives and Hedging, and hedging,” and determined that the instrument should be classified as a liability since the warrant becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options.
ASC 815 requires we assess the fair market value of derivative liability at the end of each reporting period and recognize any change in the fair market value as other income or expense item.
The Company determined its derivative
liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of March 31,
2024. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest
rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs
could produce a significantly higher or lower fair value measurement. The fair value of each warrant is estimated using the Black-Scholes
valuation model.
| Three
months ended |
||||
| March 31, 2024 |
||||
| Expected term | ||||
| Expected average volatility | ||||
| Expected dividend yield | ||||
| Risk-free interest rate |
The following table summarizes the changes in the derivative liabilities during the three months ended March 31, 2024: Fair
| Balance at December 31, 2023 | $ | |||
| Change in fair value of derivative liability | ( | ) | ||
| Balance at March 31, 2024 | $ |
16
IT TECH PACKAGING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(13) Common Stock
Issuance of common stock to investors
On January 20, 2021, the Company
offered and sold to certain institutional investors an aggregate of
On March 1, 2021, the Company offered
and sold to the public investors an aggregate of
Reverse stock split
On June 9, 2022, the Board of Directors
of the Company approved the Reverse Stock Split, at a ratio of
Issuance of common stock pursuant to the 2021 Incentive Stock Plan
On August 15, 2022, the Company
granted an aggregate of
(14) Warrants
On April 29, 2020, the Company
and certain institutional investors entered into a securities purchase agreement, as amended on May 4, 2020 (the “2020 Purchase
Agreement”), pursuant to which the Company agreed to sell to such investors an aggregate of
On January 20, 2021, the Company
offered and sold to certain institutional investors an aggregate of
On March 1, 2021, the Company offered
and sold to the public investors an aggregate of
The Company classified warrants as liabilities and accounted for the issuance of the warrants as a derivative.
17
IT TECH PACKAGING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| Three months ended March 31, 2024 | ||||||||
| Number | Weight average exercise price | |||||||
| Outstanding and exercisable at beginning of the period | $ | |||||||
| Issued during the period | ||||||||
| Exercised during the period | ||||||||
| Cancelled or expired during the period | ||||||||
| Outstanding and exercisable at end of the period | $ | |||||||
| Warrants Outstanding | Warrants Exercisable | ||||||||||||
| Number of Shares |
Weighted Average Remaining Contractual life (in years) |
Weighted Average Exercise Price |
Number of Shares |
Weighted Average Exercise Price |
|||||||||
| $ |
$ |
||||||||||||
Aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company’s stock exceeded the exercise price of the warrants at March 31, 2024 for those warrants for which the quoted market price was in excess of the exercise price (“in-the-money” warrants). The intrinsic value of the warrants as of March 31, 2024 and December 31, 2023 are .
(15) Earnings Per Share
| Three Months Ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| Basic loss per share | ||||||||
| Net loss for the period - numerator | $ | ( | ) | $ | ( | ) | ||
| Weighted average common stock outstanding - denominator | ||||||||
| Net loss per share | $ | ( | ) | $ | ( | ) | ||
| Diluted income per share | ||||||||
| Net income for the period- numerator | $ | ( | ) | $ | ( | ) | ||
| Weighted average common stock outstanding - denominator | ||||||||
| Effect of dilution | ||||||||
| Weighted average common stock outstanding - denominator | ||||||||
| Diluted loss per share | $ | ( | ) | $ | ( | ) | ||
For the three months ended March 31, 2024 and 2023 there were no securities with dilutive effect issued and outstanding.
18
IT TECH PACKAGING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(16) Income Taxes
United States
The Company may be subject to the
United States of America Tax laws at a tax rate of
PRC
Dongfang Paper and Baoding Shengde
are PRC operating companies and are subject to PRC Enterprise Income Tax. Pursuant to the PRC New Enterprise Income Tax Law, Enterprise
Income Tax is generally imposed at a statutory rate of
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2024 | 2023 | |||||||
| Provision for Income Taxes | ||||||||
| Current Tax Provision U.S. | $ | $ | ||||||
| Current Tax Provision PRC | ||||||||
| Deferred Tax Provision PRC | ||||||||
| Total Provision for (Deferred tax benefit)/ Income Taxes | $ | $ | ||||||
19
IT TECH PACKAGING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
In addition to the reversible future
PRC income tax benefits stemming from the timing differences of items such as recognition of asset disposal gain or loss and asset depreciation,
the Company was incorporated in the United States and incurred net operating losses of approximately $
| March 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Deferred tax assets (liabilities) | ||||||||
| Depreciation and amortization of property, plant and equipment | $ | $ | ||||||
| Impairment of property, plant and equipment | ||||||||
| Miscellaneous | ||||||||
| Net operating loss carryover of PRC company | ||||||||
| (Gain) Loss on asset disposal | ( | ) | ( | ) | ||||
| Total deferred tax assets | ||||||||
| Less: Valuation allowance | ( | ) | ( | ) | ||||
| Total deferred tax assets, net | $ | |||||||
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2024 | 2023 | |||||||
| PRC Statutory rate | % | % | ||||||
| Effect of tax and book difference | ( | )% | ( | )% | ||||
| Change in valuation allowance | ( | )% | ( | )% | ||||
| Effective income tax rate | ( | )% | ||||||
As of March 31, 2024, except for the one-time transition tax under the 2017 TCJA which imposes a U.S. tax liability on all unrepatriated foreign E&Ps, the Company does not believe that its future dividend policy and the available U.S. tax deductions and net operating losses will cause the Company to recognize any other substantial current U.S. federal or state corporate income tax liability in the near future. Nor does it believe that the amount of the repatriation of the VIE’s earnings and profits for purposes of paying dividends will change the Company’s position that its PRC subsidiary Baoding Shengde and the VIE, Dongfang Paper are considered or are expected to be indefinitely reinvested offshore to support our future capacity expansion. If these earnings are repatriated to the U.S. resulting in U.S. taxable income in the future, or if it is determined that such earnings are to be remitted in the foreseeable future, additional tax provisions would be required.
20
IT TECH PACKAGING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The Company has adopted ASC Topic
740-10-05, Income Taxes. To date, the adoption of this interpretation has not impacted the Company’s financial position, results
of operations, or cash flows. The Company performed self-assessment and the Company’s liability for income taxes includes the liability
for unrecognized tax benefits, interest and penalties which relate to tax years still subject to review by taxing authorities. Audit periods
remain open for review until the statute of limitations has passed, which in the PRC is usually
(17) Stock Incentive Plans
2021 Incentive Stock Plan
On November 12, 2021, the Company’s
Annual General Meeting adopted and approved the 2021 Omnibus Equity Incentive Plan of IT Tech Packaging, Inc.(the”2021 Plan”).
Under the 2021 ISP, the Company has reserved a total of
2023 Incentive Stock Plan
On October 31, 2023, the Company’s
Annual General Meeting adopted and approved the 2023 Omnibus Equity Incentive Plan of IT Tech Packaging, Inc.(the”2023 Plan”).
Under the 2023 ISP, the Company has reserved a total of
All shares of common stock under the 2023 ISP, including shares originally authorized by equity holders and shares remaining for future issuance as of March 31, 2024, have been reserved.
(18) Commitments and Contingencies
Xushui Land Lease
The Company leases
| March 31, | Amount | |||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Thereafter | ||||
| Total operating lease payments | ||||
Sale of Headquarters Compound Real Properties
On August 7, 2013, the Company’s Audit Committee and the Board of Directors approved the sale of the land use right of the Headquarters Compound (the “LUR”), the office building and essentially all industrial-use buildings in the Headquarters Compound (the “Industrial Buildings”), and three employee dormitory buildings located within the Headquarters Compound (the “Dormitories”) to Hebei Fangsheng for cash prices of approximately
$
In connection with the sale of
the Industrial Buildings, Hebei Fangsheng agreed to lease the Industrial Buildings back to the Company for its original use with an annual
rental payment of approximately $
21
IT TECH PACKAGING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Capital commitment
As of March 31, 2024, the Company
has entered into several contracts for the purchase of paper machine of a new tissue paper production line PM10 and the improvement of
Industrial Buildings. Total outstanding commitments under these contracts were $
Guarantees and Indemnities
The Company
agreed with Baoding Huanrun Trading Co., a major supplier of raw materials, to guarantee certain obligations of this third party, and
as of March 31, 2024 and December 31, 2023, the Company guaranteed its long-term loan from financial institutions amounting to $
(19) Segment Reporting
Since March 10, 2010, Baoding Shengde
started its operations and thereafter the Company manages its operations through
The Company evaluates performance of its operating segments based on net income. Administrative functions such as finance, treasury, and information systems are centralized. However, where applicable, portions of the administrative function expenses are allocated among the operating segments based on gross revenue generated. The operating segments do share facilities in Xushui County, Baoding City, Hebei Province, China. All sales were sold to customers located in the PRC.
22
IT TECH PACKAGING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| Three Months Ended March 31, 2024 | ||||||||||||||||||||||||
| Dongfang | Tengsheng | Baoding | Not Attributable | Elimination | Enterprise-wide, | |||||||||||||||||||
| Paper | Paper | Shengde | to Segments | of Inter-segment | consolidated | |||||||||||||||||||
| Revenues | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||
| Income tax expense(benefit) | ||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Three Months Ended March 31, 2023 | ||||||||||||||||||||||||
| Dongfang | Tengsheng | Baoding | Not Attributable | Elimination | Enterprise-wide, | |||||||||||||||||||
| Paper | Paper | Shengde | to Segments | of Inter-segment | consolidated | |||||||||||||||||||
| Revenues | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Gross profit (loss) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||
| Income tax expense(benefit) | ||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| As of March 31, 2024 | ||||||||||||||||||||||||
| Dongfang | Tengsheng | Baoding | Not Attributable | Elimination | Enterprise-wide, | |||||||||||||||||||
| Paper | Paper | Shengde | to Segments | of Inter-segment | consolidated | |||||||||||||||||||
| Total assets | $ | |||||||||||||||||||||||
| As of December 31, 2023 | ||||||||||||||||||||||||
| Dongfang | Tengsheng | Baoding | Not Attributable | Elimination | Enterprise-wide, | |||||||||||||||||||
| Paper | Paper | Shengde | to Segments | of Inter-segment | consolidated | |||||||||||||||||||
| Total assets | $ | |||||||||||||||||||||||
23
IT TECH PACKAGING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(20) Concentration and Major Customers and Suppliers
For the three months ended March 31, 2024 and 2023, the Company had no single customer contributed over 10% of total sales.
For the three months ended March
31, 2024, the Company had two major suppliers accounted for
(21) Concentration of Credit Risk
Financial instruments for which
the Company is potentially subject to concentration of credit risk consist principally of cash. The Company places its cash in reputable
financial institutions in the PRC and the United States. Although it is generally understood that the PRC central government stands behind
all of the banks in China in the event of bank failure, there is no deposit insurance system in China that is similar to the protection
provided by the Federal Deposit Insurance Corporation (“FDIC”) of the United States as of as of March 31, 2024 and December
31, 2023. On May 1, 2015, the new “Deposit Insurance Regulations” was effective in the PRC that the maximum protection would
be up to RMB
(22) Risks and Uncertainties
The Company is subject to substantial risks from, among other things, intense competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, foreign currency exchange rates, and operating in the PRC under its various laws and restrictions.
(23) Subsequent Event
None.
24
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Cautionary Notice Regarding Forward-Looking Statements
The following discussion of the financial condition and results of operations of the Company for the periods ended March 31, 2024 and 2023 should be read in conjunction with the financial statements and the notes to the financial statements that are included elsewhere in this quarterly report.
In this quarterly report, references to “the Company,” “we,” “our” and “us” refer to IT Tech Packaging, Inc. and its PRC subsidiary and variable interest entity unless the context requires otherwise.
We make certain forward-looking statements in this report. Statements concerning our future operations, prospects, strategies, financial condition, future economic performance (including growth and earnings), demand for our products, and other statements of our plans, beliefs, or expectations, including the statements contained under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as captions elsewhere in this document, are forward-looking statements. In some cases these statements are identifiable through the use of words such as “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan”, “project”, “target”, “can”, “could”, “may”, “should”, “will”, “would”, and similar expressions. We intend such forward-looking statements to be covered by the safe harbor provisions contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and in Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The forward-looking statements we make are not guarantees of future performance and are subject to various assumptions, risks, and other factors that could cause actual results to differ materially from those suggested by these forward-looking statements. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. Indeed, it is likely that some of our assumptions may prove to be incorrect. Our actual results and financial position may vary from those projected or implied in the forward-looking statements and the variances may be material. You are cautioned not to place undue reliance on such forward-looking statements. These risks and uncertainties, together with the other risks described from time to time in reports and documents that we file with the Securities and Exchange Commission (the “SEC”) should be considered in evaluating forward-looking statements. In evaluating the forward-looking statements contained in this report, you should consider various factors, including, without limitation, the following: (a) those risks and uncertainties related to general economic conditions, (b) whether we are able to manage our planned growth efficiently and operate profitably, (c) whether we are able to generate sufficient revenues or obtain financing to sustain and grow our operations, and (d) whether we are able to successfully fulfill our primary requirements for cash. We assume no obligation to update forward-looking statements, except as otherwise required under federal securities laws.
Results of Operations
Comparison of the Three months ended March 31, 2024 and 2023
Revenue for the three months ended March 31, 2024 was $6,863,841, representing a decrease of $12,927,036, or 65.32%, from $19,790,877 for the same period in the previous year. This was mainly due to the production suspension of corrugating medium paper (“CMP”) in January and February of 2024, and production suspension of tissue paper products in the first quarter of 2024.
25
Revenue of Offset Printing Paper, Corrugating Medium Paper and Tissue Paper Products
Revenue from sales of offset printing paper, CMP and tissue paper products for the three months ended March 31, 2024 was $6,826,800, representing a decrease of $12,924,348, or 65.44%, from $19,751,148 for the first quarter of 2023. Total offset printing paper, CMP and tissue paper products sold during the three months ended March 31, 2024 amounted to 18,670 tonnes, representing a decrease of 31,203 tonnes, or 62.56%, compared to 49,873 tonnes sold in the comparable period in the previous year. Production orders of CMP were arranged ahead of schedule (in December 2023), in order to mitigate the impact of energy price rise in 2024. Production of CMP was suspended in January and February 2024 due to the change of production schedule and Chinese New Year holiday. Production of CMP was resumed in mid of March 2024. Production of offset printing paper and tissue paper products were suspended due to the higher natural gas price and Chinese New Year in the first quarter of 2024 and expected to resume in the third quarter of 2024. The changes in revenue dollar amount and in quantity sold for the three months ended March 31, 2024 and 2023 are summarized as follows:
| Three Months Ended | Three Months Ended | Percentage | ||||||||||||||||||||||||||||||
| March 31, 2024 | March 31, 2023 | Change in | Change | |||||||||||||||||||||||||||||
| Sales Revenue | Quantity (Tonne) | Amount | Quantity (Tonne) | Amount | Quantity (Tonne) | Amount | Quantity | Amount | ||||||||||||||||||||||||
| Regular CMP | 15,640 | $ | 5,750,601 | 41,663 | $ | 16,467,969 | (26,023 | ) | $ | (10,717,368 | ) | -62.46 | % | -65.08 | % | |||||||||||||||||
| Light-Weight CMP | 3,030 | $ | 1,076,199 | 8,019 | $ | 3,060,226 | (4,989 | ) | $ | (1,984,027 | ) | -62.21 | % | -64.83 | % | |||||||||||||||||
| Total CMP | 18,670 | $ | 6,826,800 | 49,682 | $ | 19,528,195 | (31,012 | ) | $ | (12,701,395 | ) | -62.42 | % | -65.04 | % | |||||||||||||||||
| Offset Printing Paper | - | $ | - | - | $ | - | - | $ | - | % | % | |||||||||||||||||||||
| Tissue Paper Products | - | $ | - | 191 | $ | 222,953 | (191 | ) | $ | (222,953 | ) | -100.00 | % | -100.00 | % | |||||||||||||||||
| Total CMP, Offset Printing Paper and Tissue Paper Revenue | 18,670 | $ | 6,826,800 | 49,873 | $ | 19,751,148 | (31,203 | ) | $ | (12,924,348 | ) | -62.56 | % | -65.44 | % | |||||||||||||||||
Monthly sales revenue for the 24 months ended March 31, 2024, are summarized below:
The Average Selling Prices (ASPs) for our main products in the three months ended March 31, 2024 and 2023 are summarized as follows:
| Offset Printing Paper ASP | Regular CMP ASP | Light- Weight CMP ASP | Tissue Paper Products ASP | |||||||||||||
| Three Months ended March 31, 2024 | $ | - | $ | 368 | $ | 355 | $ | - | ||||||||
| Three Months ended March 31, 2023 | $ | - | $ | 395 | $ | 382 | $ | 1,167 | ||||||||
| Decrease from comparable period in the previous year | $ | - | $ | (27 | ) | $ | (27 | ) | $ | (1,167 | ) | |||||
| Decrease by percentage | - | % | -6.84 | % | -7.07 | % | - | % | ||||||||
26
The following chart shows the month-by-month ASPs for the 24-month period ended March 31, 2024:
Corrugating Medium Paper
Revenue from CMP amounted to $6,826,800 (100.00% of the total offset printing paper, CMP and tissue paper products revenues) for the three months ended March 31, 2024, representing a decrease of $12,701,395, or 65.04%, from $19,528,195 for the comparable period in 2023. Production of CMP was suspended in January and February of 2024 and production of offset printing paper was suspended in the first quarter of 2024.
We sold 18,670 tonnes of CMP in the three months ended March 31, 2024 as compared to 49,682 tonnes for the same period in 2023, representing a 62.42% decrease in quantity sold.
ASP for regular CMP decreased from $395/tonne for the three months ended March 31, 2023 to $368/tonne for the three months ended March 31, 2024, representing a 6.84% decrease. ASP in RMB for regular CMP for the first quarter of 2023 and 2024 was RMB2,712 and RMB2,611, respectively, representing a 3.73% decrease. The quantity of regular CMP sold decreased by 26,023 tonnes, from 41,663 tonnes in the first quarter of 2023 to 15,640 tonnes in the first quarter of 2024.
ASP for light-weight CMP decreased from $382/tonne for the three months ended March 31, 2023 to $355/tonne for the three months ended March 31, 2024, representing a 7.07% decrease. ASP in RMB for light-weight CMP for the first quarter of 2023 and 2024 was RMB2,618 and RMB2,522, respectively, representing a 3.68% decrease. The quantity of light-weight CMP sold decreased by 4,989 tonnes, from 8,019 tonnes in the first quarter of 2023, to 3,030 tonnes in the first quarter of 2024.
Our PM6 production line, which produces regular CMP, has a designated capacity of 360,000 tonnes /year. The utilization rates for the first quarter of 2024 and 2023 were 15.11% and 44.49%, respectively, representing a decrease of 29.38%.
27
Quantities sold for regular CMP that was produced by the PM6 production line from April 2022 to March 2024 are as follows:
Offset printing paper
Revenue from offset printing paper was $nil for the three months ended March 31, 2024 and 2023. Production of offset printing paper was suspended in the three months ended March 31, 2024 and 2023.
Tissue Paper Products
Revenue from tissue paper products was $nil and $222,953 for the three months ended March 31, 2024 and 2023, respectively. Production of tissue paper products was suspended during the first quarter of 2024.
28
Revenue of Face Mask
Revenue generated from selling face mask were $nil and $35,637 for the three months ended March 31, 2024 and 2023, respectively.
Cost of Sales
Total cost of sales for CMP, offset printing paper and tissue paper products for the quarter ended March 31, 2024 was $6,464,464, a decrease of $13,553,915, or 67.71%, from $20,018,379 for the comparable period in 2023. This was mainly due to the decrease in sales quantity and the decrease in the unit material costs of CMP.
Cost of sales for CMP was $6,464,464 for the quarter ended March 31, 2024, as compared to $19,089,115 for the comparable period in 2023. The decrease in the cost of sales of $12,624,651 for CMP was mainly due to the decreases in sales volume and average unit cost of sales of CMP. Average cost of sales per tonne for CMP decreased by 9.90%, from $384 in the first quarter of 2023 to $346 in the first quarter of 2024. The decrease in average cost of sales was mainly attributable to the lower average unit purchase costs (net of applicable value added tax) of recycled paper board in the first quarter of 2024 compared to the first quarter of 2023.
Cost of sales for tissue paper products was $nil for the quarter ended March 31, 2024, as compared to $929,264 for the comparable period in 2023. The production of tissue paper products was suspended in the first quarter of 2024.
Changes in cost of sales and cost per tonne by product for the quarters ended March 31, 2024 and 2023 are summarized below:
| Three Months Ended | Three Months Ended | |||||||||||||||||||||||||||||||
| March 31, 2024 | March 31, 2023 | Change in | Change in percentage | |||||||||||||||||||||||||||||
| Cost of Sales | Cost per Tonne | Cost of Sales | Cost per Tonne | Cost of Sales | Cost per Tonne | Cost of Sales | Cost per Tone | |||||||||||||||||||||||||
| Regular CMP | $ | 5,424,012 | $ | 347 | $ | 16,149,948 | $ | 388 | $ | (10,725,936 | ) | $ | (41 | ) | -66.41 | % | -10.57 | |||||||||||||||
| Light-Weight CMP | $ | 1,040,452 | $ | 343 | $ | 2,939,167 | $ | 367 | $ | (1,898,715 | ) | $ | (24 | ) | -64.60 | % | -6.54 | |||||||||||||||
| Total CMP | $ | 6,464,464 | $ | 346 | $ | 19,089,115 | $ | 384 | $ | (12,624,651 | ) | $ | (38 | ) | -66.14 | % | -9.90 | |||||||||||||||
| Offset Printing Paper | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | % | |||||||||||||||||||
| Tissue Paper Products | $ | - | $ | - | 929,264 | $ | 4,865 | $ | (929,264 | ) | $ | (4,865 | ) | -100.00 | % | -100.00 | ||||||||||||||||
| Total CMP, Offset Printing Paper and Tissue Paper | $ | 6,464,464 | $ | n/a | $ | 20,018,379 | $ | n/a | $ | (13,553,915 | ) | $ | n/a | -67.71 | % | n/a | ||||||||||||||||
Our average unit purchase costs (net of applicable value added tax) of recycled paper board in the three months ended March 31, 2024 was RMB 1,276/tonne (approximately $180/tonne), as compared to RMB 1,502/tonne (approximately $219/tonne) for the three months ended March 31, 2023. These changes (in US dollars) represent a year-over-year decrease of 17.81% for the recycled paper board. We use domestic recycled paper (sourced mainly from the Beijing-Tianjin metropolitan area) exclusively. Although we do not rely on imported recycled paper, the pricing of which tends to be more volatile than domestic recycled paper, our experience suggests that the pricing of domestic recycled paper bears some correlation to the pricing of imported recycled paper.
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The pricing trends of our major raw materials for the 24-month period from April 2022 to March 2024 are shown below:
Electricity and gas are our two main energy sources. Electricity and gas accounted for approximately 4% and 12.4% of total sales in the first quarter of 2024, respectively, compared to 4% and 14% of total sales in the first quarter of 2023. The monthly energy cost as a percentage of total monthly sales of our main paper products for the 24 months ended March 31, 2024 are summarized as follows:
Gross Profit (Loss)
Gross profit for the three months ended March 31, 2024 was $399,113 (representing 5.81% of the total revenue), representing an increase of $676,112, or 244.08%, from the gross loss of $276,999 (representing 1.40% of the total revenue) for the three months ended March 31, 2023.
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Offset Printing Paper, CMP and Tissue Paper Products
Gross profit for offset printing paper, CMP and tissue paper products for the three months ended March 31, 2024 was $362,336, representing an increase of $629,567, or 235.59%, from the gross loss of $267,231 for the three months ended March 31, 2023. This was mainly due to the gross loss incurred for tissue paper products in the first quarter of 2023.
The overall gross profit margin for offset printing paper, CMP and tissue paper products increased by 6.66 percentage points, from -1.35% for the three months ended March 31, 2023, to 5.31% for the three months ended March 31, 2024.
Gross profit margin for regular CMP for the three months ended March 31, 2024 was 5.68%, or 3.75 percentage points higher, as compared to gross profit margin of 1.93% for the three months ended March 31, 2023. Such increase was mainly due to the decrease in cost of recycled paper board, partially offset by the decrease in ASP of regular CMP in the first quarter of 2024.
Gross profit margin for light-weight CMP for the three months ended March 31, 2024 was 3.32%, or 0.64 percentage points lower, as compared to gross profit margin of 3.96% for the three months ended March 31, 2023.
Monthly gross profit margins on the sales of our CMP and offset printing paper for the 24-month period ended March 31, 2024 are as follows:
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Face Masks
Gross loss for face masks for the three months ended March 31, 2024 and 2023 were gross loss of $nil and $2,839, respectively.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the three months ended March 31, 2024 were $3,900,783, an increase of $1,405,421, or 56.32% from $2,495,362 for the three months ended March 31, 2023. The decrease was mainly due to the increase in depreciation of idle fixed assets during production suspension.
Loss from Operations
Operating loss for the quarter ended March 31, 2024 was $3,501,670, a decrease of $729,309, or 26.31%, from $2,772,361 for the quarter ended March 31, 2023. The decrease in loss from operations was primarily due to the increase in selling, general and administrative expenses, partially offset by the increase in gross profit.
Other Income and Expenses
Interest expense for the three months ended March 31, 2024 decreased by $38,879, from $249,169 in the three months ended March 31, 2023, to $210,290. The Company had short-term and long-term interest-bearing loans, related party loans and leasing obligations that aggregated $12,204,370 as of March 31, 2024, as compared to $18,212,347 as of March 31, 2023.
Gain on derivative liability
The Company analyzed the warrant for derivative accounting consideration under ASC 815, “Derivatives and Hedging, and hedging,” and determined that the instrument should be classified as a liability. ASC 815 requires we assess the fair market value of derivative liability at the end of each reporting period and recognize any change in the fair market value as other income or expense item. The change in fair value of derivative liability for the three months ended March 31, 2024 and 2023 was a gain of $34 and $152,097, respectively.
Net Loss
As a result and the factors discussed above, net loss was $3,746,536 for the quarter ended March 31, 2024, representing a decrease of $1,013,371, or 37.08%, from $2,733,165 in net loss for the quarter ended March 31, 2023.
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Accounts Receivable
Net accounts receivable increased by $1,810,651, or 314.61%, to $2,386,177 as of March 31, 2024, as compared with $575,526 as of December 31, 2023. We usually collect accounts receivable within 30 days of delivery and completion of sales.
Inventories
Inventories consist of raw materials (accounting for 36.15% of total value of inventory as of March 31, 2024), semi-finished goods and finished goods. As of March 31, 2024, the recorded value of inventory decreased by 1.77% to $3,492,364 from $3,555,235 as of December 31, 2023. As of March 31, 2024, the inventory of recycled paper board, which is the main raw material for the production of CMP, was $1,031,201, approximately $832,457, or 418.86%, higher than the balance as of December 31, 2023. As a result of better control over stock turnover and volatility of recycled paper board price, inventory was kept in a minimum level as of December 2023.
A summary of changes in major inventory items is as follows:
| March 31, | December 31, | |||||||||||||||
| 2024 | 2023 | $ Change | % Change | |||||||||||||
| Raw Materials | ||||||||||||||||
| Recycled paper board | $ | 1,031,201 | $ | 198,744 | 832,457 | 418.86 | % | |||||||||
| Recycled white scrap paper | 10,629 | 10,647 | -18 | -0.17 | % | |||||||||||
| Tissue base paper | 21,101 | 21,138 | -37 | -0.18 | % | |||||||||||
| Gas | 33,083 | 21,428 | 11,655 | 54.39 | % | |||||||||||
| Other raw materials | 166,410 | 121,011 | 45,399 | 37.52 | % | |||||||||||
| Total Raw Materials | 1,262,424 | 372,968 | 889,456 | 238.48 | % | |||||||||||
| Semi-finished Goods | 299,686 | 300,207 | -521 | -0.17 | % | |||||||||||
| Finished Goods | 1,930,254 | 2,885,019 | -954,765 | -33.09 | % | |||||||||||
| Total inventory, gross | 3,492,364 | 3,558,194 | -65,830 | -1.85 | % | |||||||||||
| Inventory reserve | - | (2,959 | ) | 5 | 100 | % | ||||||||||
| Total inventory, net | $ | 3,492,364 | $ | 3,555,235 | (65,825 | ) | -1.77 | % | ||||||||
Renewal of operating lease
On August 7, 2013, the Company’s Audit Committee and the Board of Directors approved the sale of the land use right of the Headquarters Compound (the “LUR”), the office building and essentially all industrial-use buildings in the Headquarters Compound (the “Industrial Buildings”), and three employee dormitory buildings located within the Headquarters Compound (the “Dormitories”) to Hebei Fangsheng for cash prices of approximately $2.77 million, $1.15 million, and $4.31 million respectively. In connection with the sale of the Industrial Buildings, Hebei Fangsheng agreed to lease the Industrial Buildings back to the Company for its original use for a term of up to three years, with an annual rental payment of approximately $140,829 (RMB1,000,000). The lease agreement was renewed in August 2022 with a term of six years with the same rental payments as provided for in the original lease agreement.
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Capital Expenditure Commitment as of March 31, 2024
On May 5, 2020, the Company announced it planned the commercial launch of a new tissue paper production line PM10 and the Company signed an agreement to purchase paper machine with paper machine supplier. The Company expected the new tissue paper production line to be launched after the completion of trial run.
As of March 31, 2024, we had approximately $3.5 million in capital expenditure commitments that were mainly related to the purchase of paper machine of PM10. The infrastructure work of PM10 has been completed and the associated ancillary facilities are working in progress. These commitments are expected to be financed by bank loans and cash flows generated from our business operations.
Financing with Sale-Leaseback
The Company entered into a sale-leaseback arrangement (the “Lease Financing Agreement”) with TAC Leasing Co., Ltd.(“TLCL”) on August 6, 2020, for a total financing proceeds in the amount of RMB 16 million (approximately US$2.3 million). Under the sale-leaseback arrangement, Tengsheng Paper sold the Leased Equipment to TLCL for 16 million (approximately US$2.3 million). Concurrent with the sale of equipment, Tengsheng Paper leases back the equipment sold to TLCL for a lease term of three years. At the end of the lease term, Tengsheng Paper may pay a nominal purchase price of RMB 100 (approximately $14) to TLCL and buy back the Leased Equipment. The Leased Equipment in amount of $2,349,452 was recorded as right of use assets and the net present value of the minimum lease payments was recorded as lease liability and calculated with TLCL’s implicit interest rate of 15.6% per annum and stated at $567,099 at the inception of the lease on August 17, 2020.
Tengsheng Paper made payments due according to the schedule. On July 17, 2023, the Company made a final payment on outstanding obligations and bought back the Lease Equipment at nominal price according to the agreement. The lease assets were reclassified as own assets and balance of Leased Equipment net of amortization were $nil as of March 31, 2024 and December 31, 2023.
Cash and Cash Equivalents
Our cash, cash equivalents and restricted cash as of March 31, 2024 was $5,417,560, an increase of $1,025,639, from $4,391,921 as of December 31, 2023. The increase of cash and cash equivalents for the three months ended March 31, 2024 was attributable to a number of factors including:
i. Net cash provided by (used in) operating activities
Net cash provided by operating activities was $624,420 for the three months ended March 31, 2024. The balance represented a decrease of cash of $4,185,507, or 87.02%, from $4,809,928 provided for the three months ended March 31, 2023. Net loss for the three months ended March 31, 2024 was $3,746,536, representing a decrease of $1,013,371, or 37.08%, from a net loss of $2,733,165 for the three months ended March 31, 2023. Changes in various asset and liability account balances throughout the three months ended March 31, 2024 also contributed to the net change in cash from operating activities in three months ended March 31, 2024. Chief among such changes is the increase of accounts receivable in the amount of $1,847,112 during the three months of 2024. There was also a decrease of $59,612 in the ending inventory balance as of March 31, 2024 (an increase to net cash for the three months ended March 31, 2024 cash flow purposes). In addition, the Company had non-cash expenses relating to depreciation and amortization in the amount of $3,481,788. The Company also had a net decrease of $1,276,805 in prepayment and other current assets (an increase to net cash) and a net increase of $908,127 in other payables and accrued liabilities and related parties (an increase to net cash) during the three months ended March 31, 2024.
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ii. Net cash used in investing activities
We incurred $9,027 in net cash expenditures for investing activities during the three months ended March 31, 2024, as compared to $295,018 for the same period of 2023.
iii. Net cash provided by financing activities
Net cash provided by financing activities was $422,488 for the three months ended March 31, 2024, as compared to net cash provided by financing activities in the amount of $2,564,646 for the three months ended March 31, 2023.
Short-term bank loans
| March 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Bank of Cangzhou 1 | $ | 140,944 | $ | - | ||||
| Bank of Cangzhou 2 | 281,889 | - | ||||||
| Industrial and Commercial Bank of China (“ICBC”) Loan 1 | 2,819 | 2,824 | ||||||
| ICBC Loan 2 | 70,472 | 70,594 | ||||||
| ICBC Loan 3 | 349,542 | 350,149 | ||||||
| Total short-term bank loans | $ | 845,666 | $ | 423,567 | ||||
On December 31, 2023, the Company entered into a working capital loan agreement with the Bank of Cangzhou, to borrow $140,944 at a fixed interest rate of 5.5% per annum. The loan is secured by certain of the Company’s manufacturing equipment with net book value of $306,528 as of March 31, 2024. The loan will be due by December 30, 2024.
On December 31, 2023, the Company entered into a working capital loan agreement with the Bank of Cangzhou, to borrow $281,889 at a fixed interest rate of 5.5% per annum. The loan will be due by December 30, 2024.
On September 15, 2023, the Company entered into a working capital loan agreement with the ICBC, with a balance of $2,819 and $2,824 as of March 31, 2024 and December 31, 2023, respectively. The loan bears a fixed interest rate of 3.45% per annum. The loan will be due by September 14, 2024.
On September 22, 2023, the Company entered into a working capital loan agreement with the ICBC, with a balance of $70,472 and $70,594 as of March 31, 2024 and December 31, 2023, respectively. The loan bears a fixed interest rate of 3.45% per annum. The loan will be due by September 21, 2024.
On September 22, 2023, the Company entered into a working capital loan agreement with the ICBC, with a balance of $349,542 and $350,149 as of March 31, 2024 and December 31, 2023, respectively. The loan bears a fixed interest rate of 3.45% per annum. The loan will be due by September 21, 2024.
As of March 31, 2024, there were guaranteed short-term borrowings of $nil and unsecured bank loans of $704,722. As of December 31, 2023, there were guaranteed short-term borrowings of $nil and unsecured bank loans of $423,567.
The average short-term borrowing rates for the three months ended March 31, 2024 and 2023 were approximately 4.48% and 4.72%.
Long-term loans
As of March 31, 2024 and December 31, 2023, long-term loans were $11,358,704 and $11,378,429, respectively.
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On July 15, 2013, the Company entered into a loan agreement with the Rural Credit Union of Xushui District for a term of 5 years, which was originally due and payable in various installments from December 21, 2013 to July 26, 2018. On June 21, 2018, the loan was extended for additional 5 years and was due and payable in various installments from December 21, 2018 to June 20, 2023. On August 24, 2023, the loan was extended for another 3 years and will be due and payable on August 24, 2026. The loan is secured by certain of the Company’s manufacturing equipment with net book value of $nil as of March 31, 2024 and December 31, 2023. Interest payment is due monthly and bore a rate of 7.68% per annum. Effective from November 15, 2022, the interest rate was reduced to 7% per annum. As of March 31, 2024 and December 31, 2023, the total outstanding loan balance was $3,522,200 and $3,528,315. Out of the total outstanding loan balance, current portion amounted was $1,267,090 and $1,269,290, which is presented as current liabilities in the consolidated balance sheet and the remaining balance of $2,255,110 and $2,259,025 is presented as non-current liabilities in the consolidated balance sheet as of March 31, 2024 and December 31, 2023, respectively.
On April 17, 2019, the Company entered into a loan agreement with the Rural Credit Union of Xushui District for a term of 2 years, which was due and payable in various installments from August 21, 2019 to April 16, 2021. The loan was renewed on March 22, 2021 and December 24, 2021 and extended for additional 3 years in total, which will be due on April 16, 2024 according to the new schedule. The loan is secured by Tengsheng Paper with its land use right as collateral for the benefit of the credit union. Interest payment is due quarterly and bore a rate of 7.68% per annum. Effective from November 15, 2022, the interest rate was reduced to 7% per annum. As of March 31, 2024 and December 31, 2023, the total outstanding loan balance was $2,255,109 and $2,259,026, respectively, which are presented as current liabilities in the consolidated balance sheet as of March 31, 2024 and December 31, 2023.
On December 12, 2019, the Company entered into a loan agreement with the Rural Credit Union of Xushui District for a term of 2 years, which is due and payable in various installments from June 21, 2020 to December 11, 2021. The loan was renewed on March 22, 2021 and December 24, 2021 and extended for additional 3 years in total, which will be due on December 11, 2024 according to the new schedule. The loan is secured by Tengsheng Paper with its land use right as collateral for the benefit of the credit union. Interest payment is due monthly and bore a rate of 7.56% per annum. Effective from November 15, 2022, the interest rate was reduced to 7% per annum. As of March 31, 2024 and December 31, 2023, the total outstanding loan balance was $1,832,276 and $1,835,458, respectively, which are presented as current liabilities in the consolidated balance sheet as of March 31, 2024 and December 31, 2023.
On February 26, 2023, the Company entered into a loan agreement with the Rural Credit Union of Xushui District for a term of 2 years, which is due and payable in various installments from August 21, 2023 to February 24, 2025. The loan is secured by Dongfang Paper with its land use right as collateral for the benefit of the credit union. Interest payment is due monthly and bore a rate of 7% per annum. As of March 31, 2024 and December 31, 2023, the total outstanding loan balance was $2,536,998 and $2,541,404. Out of the total outstanding loan balance, current portion amounted was $2,536,998 and $1,284,820, which is presented as current liabilities in the consolidated balance sheet and the remaining balance of $nil and $1,256,584 is presented as non-current liabilities in the consolidated balance sheet as of March 31, 2024 and December 31, 2023, respectively.
On December 5, 2023, the Company entered into a loan agreement with the Rural Credit Union of Xushui District for a term of 3 years, which was due in various installments from June 21, 2024 to December 5, 2026. The loan was guaranteed by an independent third party. Interest payment was due monthly and bore a rate of 7% per annum. As of March 31, 2024 and December 31, 2023, total outstanding loan balance was $1,212,121 and $1,214,226, respectively. Out of the total outstanding loan balance, current portion amounted $225,511 and $225,903, which is presented as current liabilities and the remaining balance of $986,610 and $988,323 is presented as non-current liabilities in the consolidated balance sheet as of March 31, 2024 and December 31, 2023, respectively.
Total interest expenses for the short-term bank loans and long-term loans for the three months ended March 31, 2024 and 2023 were $209,586 and $244,679, respectively.
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Shareholder Loans
Mr. Zhenyong Liu, the Company’s CEO has loaned money to Dongfang Paper for working capital purposes over a period of time. On January 1, 2013,Dongfang Paper and Mr. Zhenyong Liu renewed the three-year term loan previously entered on January 1, 2010, and extended the maturity date further to December 31, 2015. On December 31, 2015, the Company paid off the loan of $2,249,279, together with interest of $391,374 for the period from 2013 to 2015. Approximately $361,289 and $361,915 of interest were outstanding to Mr. Zhenyong Liu, which were recorded in other payables and accrued liabilities as part of the current liabilities in the consolidated balance sheet as of March 31, 2024 and December 31, 2023, respectively.
On December 10, 2014, Mr. Zhenyong Liu provided a loan to the Company, amounted to $8,742,278 to Dongfang Paper for working capital purpose with an interest rate of 4.35% per annum, which was based on the primary lending rate of People’s Bank of China. The unsecured loan was provided on December 10, 2014, and would be originally due on December 10, 2017. During the year of 2016, the Company repaid $6,012,416 to Mr. Zhenyong Liu, together with interest of $288,596. In February 2018, the company paid off the remaining balance, together with interest of $20,400. As of March 31, 2024 and December 31, 2023, approximately $42,283 and $42,357 of interest, respectively were outstanding to Mr. Zhenyong Liu, which was recorded in other payables and accrued liabilities as part of the current liabilities in the consolidated balance sheet.
On March 1, 2015, the Company entered an agreement with Mr. Zhenyong Liu which allows Dongfang Paper to borrow from the CEO an amount up to $17,201,342 (RMB120,000,000) for working capital purposes. The advances or funding under the agreement are due three years from the date each amount is funded. The loan is unsecured and carries an annual interest rate set on the basis of the primary lending rate of the People’s Bank of China at the time of the borrowing. On July 13, 2015, an unsecured amount of $4,324,636 was drawn from the facility. On October 14, 2016 an unsecured amount of $2,883,091 was drawn from the facility. In February 2018, the company repaid $1,507,432 to Mr. Zhenyong Liu. The loan would be originally due on July 12, 2018. Mr. Zhenyong Liu agreed to extend the loan for additional 3 years and the remaining balance will be due on July 12, 2021. On November 23, 2018, the company repaid $3,768,579 to Mr. Zhenyong Liu, together with interest of $158,651. In December 2019, the company paid off the remaining balance, together with interest of 94,636. As of March 31, 2024 and December 31, 2023, the outstanding interest was $193,710 and $194,047, respectively, which was recorded in other payables and accrued liabilities as part of the current liabilities in the consolidated balance sheet.
As of March 31, 2024 and December 31, 2023, total amount of loans due to Mr. Zhenyong Liu were $nil. The interest expense incurred for such related party loans were $nil for the three months ended March 31, 2024 and 2023. The accrued interest owing to Mr. Zhenyong Liu was approximately $597,282 and $598,319, as of March 31, 2024 and December 31, 2023, respectively, which was recorded in other payables and accrued liabilities.
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Critical Accounting Policies and Estimates
The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results could differ materially from those estimates. The most critical accounting policies are listed below:
Revenue Recognition Policy
The Company recognizes revenue when goods are delivered and a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist, and collectability is reasonably assured. Goods are considered delivered when the customer’s truck picks up goods at our finished goods inventory warehouse.
Long-Lived Assets
The Company evaluates the recoverability of long-lived assets and the related estimated remaining useful lives when events or circumstances lead management to believe that the carrying value of an asset may not be recoverable and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. In such circumstances, those assets are written down to estimated fair value. Our judgments regarding the existence of impairment indicators are based on market conditions, assumptions for operational performance of our businesses, and possible government policy toward operating efficiency of the Chinese paper manufacturing industry. For the three months ended March 31, 2024 and 2023, no events or circumstances occurred for which an evaluation of the recoverability of long-lived assets was required. We are currently not aware of any events or circumstances that may indicate any need to record such impairment in the future.
Foreign Currency Translation
The functional currency of Dongfang Paper and Baoding Shengde is the Chinese Yuan Renminbi (“RMB”). Under ASC Topic 830-30, all assets and liabilities are translated into United States dollars using the current exchange rate at the end of each fiscal period. The current exchange rates used by the Company as of March 31, 2024 and December 31, 2023 to translate the Chinese RMB to the U.S. Dollars are 7.0950:1 and 7.0827:1, respectively. Revenues and expenses are translated using the prevailing average exchange rates at 7.1008:1 and 6.8613:1 for the three months ended March 31, 2024 and 2023, respectively. Translation adjustments are included in other comprehensive income (loss).
Off-Balance Sheet Arrangements
We were the guarantor for Baoding Huanrun Trading Co., for its long-term bank loans in an amount of $4,369,274 (RMB31,000,000), which matures at various times in 2028. Baoding Huanrun Trading Co. is one of our major suppliers of raw materials. This helps us to maintain a good relationship with the supplier and negotiate for better terms in payment for materials. If Huanrun Trading Co. were to become insolvent, the Company could be materially adversely affected. Except as aforesaid, we have no material off-balance sheet transactions.
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Recent Accounting Pronouncements
In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (ASU 2021-08), which clarifies that an acquirer of a business should recognize and measure contract assets and contract liabilities in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. The new amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The amendments should be applied prospectively to business combinations occurring on or after the effective date of the amendments, with early adoption permitted. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Foreign Exchange Risk
While our reporting currency is the US dollar, almost all of our consolidated revenues and consolidated costs and expenses are denominated in RMB. All of our assets are denominated in RMB except for some cash and cash equivalents and accounts receivables. As a result, we are exposed to foreign exchange risks as our revenues and results of operations may be affected by fluctuations in the exchange rate between US dollar and RMB. If the RMB depreciates against the US dollar, the value of our RMB revenues, earnings and assets as expressed in our US dollar financial statements will decline. We have not entered into any hedging transactions in an effort to reduce our exposure to foreign exchange risk.
Inflation
Although we are generally able to pass along minor incremental cost inflation to our customers, inflation such as increases in the costs of our products and overhead costs may adversely affect our operating results. We do not believe that inflation in China has had a material impact on our financial position or results of operations to date, however, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and selling and distribution, general and administrative expenses as a percentage of net revenues if the selling prices of our products do not increase in line with the increased costs.
Item 4. Controls and Procedures.
As required by Rule 13a-15 of the Securities Exchange Act, as amended (the “Exchange Act”), we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures, which were designed to provide reasonable assurance of achieving their objectives. This evaluation was carried out under the supervision and with the participation of our management, including our principal executive officer and principal financial officer. Based on this evaluation, our principal executive officer and principal financial officer have concluded that, as of March 31, 2024, our disclosure controls and procedures were effective at the reasonable assurance level to ensure (1) that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and (2) information required to be disclosed by us in our reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There were no changes with respect to our internal control over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act) that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting in the quarterly period ended March 31, 2024.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
We may from time to time become a party to various legal or administrative proceedings arising in the ordinary course of our business. We are currently not a party to any legal or administrative proceedings and are not aware of any pending or threatened legal or administrative proceedings against us in all material aspects other than the following:
In February 17, 2022, FT Global Capital, Inc. (“FTG”), filed a lawsuit against the Company in the Commercial Division of New York Supreme Court (the “Court”). FTG has brought a breach of contract action against the Company to recover fees in connection with an agreement that the parties entered into in April 2019 (the “Agreement”). The Company has answered FTG’s complaint and has denied the allegations because it is the Company’s position that FTG did not fulfill its obligations under the terms of the Agreement. Discovery is continuing. The Court issued a Status Conference Order (the “Order”) dated April 15, 2024. According to the Order, the Court ordered that the Company has failed to appear and is in default, and that pursuant to the warning given in the Court’s order dated March 22, 2024, the Company’s default renders its answer subject to being stricken, and accordingly the answer of the Company is hereby stricken. On April 18, 2024, FT Global filed a notice of motion for default judgment against the Company.
In November 2023, an individual plaintiff involved in a civil loan dispute filed a lawsuit against the defendants including Tengsheng Paper and Jie Ping, who served as the executive director and the legal representative of Tengsheng Paper, at the Lianchi District People's Court of Baoding City, China (the “PRC Court”). On December 1, 2023, the plaintiff sought property preservation measures, requesting the PRC Court to freeze RMB3.35 million worth of bank deposits held by Jie Ping and Tengsheng Paper. Following this request, on the same day, the PRC Court issued a ruling to immediately freeze the RMB3.35 million worth of bank deposits of Jie Ping and Tengsheng Paper.
The ultimate resolution of the proceedings may have a material adverse impact on our business, financial condition, results of operations or cash flows. Failure to settle the proceedings or other unfavorable outcomes in this proceedings could result in significant damages, additional penalties or other remedies imposed against the Company. Litigation of this kind could result in substantial costs and a diversion of our management’s attention and resources. It could also result in our reputation being harmed and our stock price could decline as a result of allegations made in the course ofthe proceedings, regardless of the truthfulness of the allegations.
Item 1A. Risk Factors.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Item 6. Exhibits.
(a) Exhibits
| 31.1 | Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended. |
| 31.2 | Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended. |
| 32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 101.INS | Inline XBRL Instance Document |
| 101.SCH | Inline XBRL Schema Document |
| 101.CAL | Inline XBRL Calculation Linkbase Document |
| 101.DEF | Inline XBRL Definition Linkbase Document |
| 101.LAB | Inline XBRL Label Linkbase Document |
| 101.PRE | Inline XBRL Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File The cover page iXBRL tags are embedded within the inline |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| IT TECH PACKAGING, INC. | ||
| Date: May 10, 2024 | /s/ Zhenyong Liu | |
| Name: | Zhenyong Liu | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
| Date: May 10, 2024 | /s/ Jing Hao | |
| Name: | Jing Hao | |
| Title: | Chief Financial Officer (Principal Financial Officer) | |
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