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, 2022, there were
TABLE OF CONTENTS
i
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
IT TECH PACKAGING, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2022 AND DECEMBER 31, 2021
| March 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| (Unaudited) | (Audited) | |||||||
| 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 | - | |||||||
| Finance 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 from credit union | ||||||||
| Lease liability | ||||||||
| Accounts payable | ||||||||
| Advance from customers | ||||||||
| Due to related parties | ||||||||
| Accrued payroll and employee benefits | ||||||||
| Other payables and accrued liabilities | ||||||||
| Income taxes payable | - | |||||||
| Total current liabilities | ||||||||
| Loans from credit union | ||||||||
| Deferred gain on sale-leaseback | ||||||||
| 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 income | ||||||||
| 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, 2022 AND 2021
(Unaudited)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2022 | 2021 | |||||||
| Revenues | $ | $ | ||||||
| Cost of sales | ( | ) | ( | ) | ||||
| Gross Profit | ||||||||
| Selling, general and administrative expenses | ( | ) | ( | ) | ||||
| Gain on acquisition | ||||||||
| Loss from Operations | ( | ) | ( | ) | ||||
| Other Income (Expense): | ||||||||
| Interest income | ||||||||
| Subsidy income | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Gain (Loss) on derivative liability | ( | ) | ||||||
| Loss before Income Taxes | ( | ) | ( | ) | ||||
| Provision for Income Taxes | ||||||||
| Net Loss | ( | ) | ( | ) | ||||
| Other Comprehensive Income (Loss) | ||||||||
| Foreign currency translation adjustment | ( | ) | ||||||
| Total Comprehensive Loss | $ | ( | ) | $ | ( | ) | ||
| Losses Per Share: | ||||||||
| Basic and Diluted Losses per Share | $ | ( | ) | $ | ( | ) | ||
| Outstanding – Basic and Diluted | ||||||||
2
IT TECH PACKAGING, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021
(Unaudited)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2022 | 2021 | |||||||
| 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 on acquisition | ( | ) | ||||||
| Allowance for bad debts | ||||||||
| Deferred tax | ( | ) | ( | ) | ||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Prepayments and other current assets | ( | ) | ||||||
| Inventories | ( | ) | ||||||
| Accounts payable | ||||||||
| Related parties | - | ( | ) | |||||
| Accrued payroll and employee benefits | ( | ) | ||||||
| Other payables and accrued liabilities | ( | ) | ||||||
| Income taxes payable | ( | ) | ||||||
| Net Cash Provided by (Used in) Operating Activities | ( | ) | ||||||
| Cash Flows from Investing Activities: | ||||||||
| Purchases of property, plant and equipment | ( | ) | ( | ) | ||||
| Acquisition of land | ( | ) | ||||||
| Net Cash Used in Investing Activities | ( | ) | ( | ) | ||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from issuance of shares and warrants, net | ||||||||
| Payment of capital lease obligation | ( | ) | ( | ) | ||||
| Loan repaid by a related party | ||||||||
| 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, 2022 AND 2021
(Unaudited)
| Accumulated | ||||||||||||||||||||||||||||
| Additional | Statutory | Other | ||||||||||||||||||||||||||
| Common Stock | Paid-in | Earnings | Comprehensive | Retained | ||||||||||||||||||||||||
| Shares | Amount | Capital | Reserve | Income (loss) | Earnings | Total | ||||||||||||||||||||||
| Balance at December 31, 2020 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||
| Issuance of shares to institutional investors | ||||||||||||||||||||||||||||
| Issuance of shares to public investors | ||||||||||||||||||||||||||||
| Exercise of warrants | ||||||||||||||||||||||||||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ||||||||||||||||||||||||
| Net income | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance at March 31, 2021 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||
| Balance at December 31, 2021 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||
| Foreign currency translation adjustment | ||||||||||||||||||||||||||||
| Net income | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance at March 31, 2022 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||
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.
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
October 29, 2007, pursuant to an agreement and plan of merger (the “Merger Agreement”), the Company acquired Dongfang Zhiye
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 Hebei Tengsheng Paper Co., Ltd. (“Hebei
Tengsheng”), a limited liability company organized under the laws of the PRC, pursuant to which Dongfang Paper will acquire Hebei
Tengsheng. Full payment of the consideration in the amount of RMB
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 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 Financial Accounting
Standard Board (the “FASB”). The revenue generated from Dongfang Paper for the three months ended March 31, 2022 and 2021
was accounted for
6
IT TECH PACKAGING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
As of March 31, 2022 and December 31, 2021, details of the Company’s subsidiaries and variable interest entities are as follows:
| Date of | Place of | |||||||||
| Incorporation | Incorporation or | Percentage of | ||||||||
| Name | or Establishment | Establishment | Ownership | Principal Activity | ||||||
| Subsidiary: | ||||||||||
| Dongfang Holding | ||||||||||
| Shengde Holdings | ||||||||||
| Baoding Shengde | ||||||||||
| Variable interest entity (“VIE”): | ||||||||||
| Dongfang Paper | ||||||||||
| * | Dongfang Paper is treated as a |
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, 2022 and December 31, 2021 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. However, if the VIE does require financial support, the Company or its subsidiaries may, at its option and subject to statutory limits and restrictions, provide financial support to the VIE.
| March 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and bank balances | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts receivable | ||||||||
| Inventories | ||||||||
| Prepayments and other current assets | ||||||||
| Due from related parties | ||||||||
| Total current assets | ||||||||
| Prepayment on property, plant and equipment | ||||||||
| Finance 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 from credit union | ||||||||
| Lease liability | ||||||||
| Accounts payable | ||||||||
| Advance from customers | ||||||||
| Due to related parties | ||||||||
| Accrued payroll and employee benefits | ||||||||
| Other payables and accrued liabilities | ||||||||
| Income taxes payable | ||||||||
| Total current liabilities | ||||||||
| Loans from credit union | ||||||||
| Deferred gain on sale-leaseback | ||||||||
| 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, 2021 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, 2022 and the results of operations for the three months ended March 31, 2022 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, 2022 and December 31, 2021, 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 (10)), 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.
(3) Restricted Cash
Restricted cash was as of March 31, 2022 and December 31, 2021.
10
IT TECH PACKAGING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(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. Inventories consisted of the following as of March 31, 2022 and December 31, 2021:
| March 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| 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
Prepayments and other current assets consisted of the following as of March 31, 2022 and December 31, 2021:
| March 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| Prepaid land lease | $ | $ | ||||||
| Prepayment for purchase of materials | ||||||||
| Prepayment for purchase of equipment | ||||||||
| Value-added tax recoverable | ||||||||
| Others | ||||||||
| $ | $ | |||||||
(6) Property, plant and equipment, net
As of March 31, 2022 and December 31, 2021, property, plant and equipment consisted of the following:
| March 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| Property, Plant, and Equipment: | ||||||||
| Land use rights | $ | $ | ||||||
| Building and improvements | ||||||||
| Machinery and equipment | ||||||||
| Vehicles | ||||||||
| Construction in progress | ||||||||
| Totals | ||||||||
| Less: accumulated depreciation and amortization | ( | ) | ( | ) | ||||
| Property, Plant and Equipment, net | $ | $ | ||||||
As of March 31, 2022 and December 31, 2021, 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 50 years expiring in 2061 and 2068, respectively.
11
IT TECH PACKAGING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
As
of March 31, 2022 and December 31, 2021, certain property, plant and equipment of Dongfang Paper with net values of $
Depreciation
and amortization of property, plant and equipment was $
(7) 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
Hebei
Tengsheng made payments due according to the schedule. The balance of Leased Equipment net of amortization was $
Amortization
of the Leased Equipment was $
As
a result of the sale and leaseback, a deferred gain in the amount of $
The future minimum lease payments of the capital lease as of March 31, 2022 were as follows:
| March 31, | Amount | |||
| 2023 | ||||
| 2024 | ||||
| Less: unearned discount | ( | ) | ||
| Less: Current portion lease liability | ( | ) | ||
| $ | ||||
(8) Loans Payable
Short-term bank loans
On
November 25, 2021, the Company entered into a working capital loan agreement with the ICBC, with a balance of $
As
of March 31, 2022, there were guaranteed short-term borrowings of $
The
average short-term borrowing rates for the three months ended March 31, 2022 and 2021 were approximately
12
IT TECH PACKAGING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Long-term loans from credit union
As of Mar 31, 2022 and December 31, 2021, loans payable to Rural
Credit Union of Xushui District, amounted to $
| March 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| 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 | ||||||||
| Total | ||||||||
| Less: Current portion of long-term loans from credit union | ( | ) | ( | ) | ||||
| Long-term loans from credit union | $ | $ | ||||||
As of Mar 31, 2022, the Company’s long-term debt repayments for the next coming years were as follows:
| Amount | ||||
| Fiscal year | ||||
| Remainder of 2022 | $ | |||
| 2023 | ||||
| Total | ||||
On April 17, 2019,
13
IT TECH PACKAGING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
On
December 12, 2019,
Total
interest expenses for the short-term bank loans and long-term loans for the three months ended March 31, 2022 and 2021 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
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, 2022 and December 31, 2021, 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, 2022 and 2021. The accrued interest owing to Mr. Zhenyong Liu was
approximately $
On
December 8, 2021, the Company entered an agreement with Mr. Zhenyong Liu, which allows Mr. Zhenyong Liu to borrow from the Company an
amount of $
As of March 31, 2022 and December 31, 2021, amount
due to shareholder was $
Lease of Headquarters Compound Real Properties from a Related Party
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
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
14
IT TECH PACKAGING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(10) Other payables and accrued liabilities
Other payables and accrued liabilities consist of the following:
| March 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| Accrued electricity | $ | $ | ||||||
| Accrued rental | ||||||||
| Value-added tax payable | ||||||||
| Accrued interest to a related party | ||||||||
| Payable for purchase of equipment | ||||||||
| Accrued commission to salesmen | ||||||||
| Accrued bank loan interest | ||||||||
| Others | ||||||||
| Totals | $ | $ | ||||||
(11) 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 our 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, 2022. 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. The following weighted-average assumptions were used in the March 31, 2022:
| Three months ended | |
| March 31, 2022 | |
| 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, 2022:
Fair Value Measurements Using Significant Observable Inputs (Level 3)
| Balance at December 31, 2021 | $ | |||
| Addition of new derivatives recognized as warrant | ||||
| Addition of new derivatives recognized as loss on derivatives | ||||
| Exercise of warrants | ||||
| Change in fair value of derivative liability | ( | ) | ||
| Balance at March 31, 2022 | $ |
15
IT TECH PACKAGING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(12) Common Stock
Issuance of common stock to investors
On
January 20, 2021,
On
March 1, 2021, the Company offered and sold to the public investors an aggregate of
(13) Warrants
Pursuant
to the 2020 Purchase Agreement, 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.
A summary of stock warrant activities is as below:
| Three months Ended March 31, 2022 | ||||||||
| 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 | $ | |||||||
16
IT TECH PACKAGING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table summarizes information relating to outstanding and exercisable warrants as of March 31, 2022.
| Warrants Outstanding | Warrants Exercisable | ||||||||||||||||
| Weighted Average | |||||||||||||||||
| Remaining | |||||||||||||||||
| Number of | Contractual life | Weighted Average | Number of | Weighted Average | |||||||||||||
| Shares | (in years) | Exercise Price | Shares | 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, 2022 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, 2022and December 31, 2021 are nil.
(14) Earnings Per Share
For the three months ended March 31, 2022 and 2021, basic and diluted net income per share are calculated as follows:
| Three Months Ended March 31, | ||||||||
| 2022 | 2021 | |||||||
| 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, 2022 and 2021 there were no securities with dilutive effect issued and outstanding.
17
IT TECH PACKAGING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(15) Income Taxes
United States
The
Company and Shengde Holdings are incorporated in the State of Nevada and are subject to the U.S. federal tax and state statutory tax
rates up to
Transition
tax: The transition tax is a tax on previously untaxed accumulated and current earnings and profits (E&P) of certain of the Company’s
non-U.S. subsidiaries. To determine the amount of the transition tax, the Company must determine, in addition to other factors, the amount
of post-1986 E&P of the relevant subsidiaries, as well as the amount of non-U.S. income taxes paid on such earnings. Further, the
transition tax is based in part on the amount of those earnings held in cash and other specified assets. The Company was able to make
a reasonable estimate of the transition tax and recorded a provisional obligation and additional income tax expense of approximately
$
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
The provisions for income taxes for three months ended March 31, 2022 and 2021 were as follows:
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2022 | 2021 | |||||||
| Provision for Income Taxes | ||||||||
| Current Tax Provision PRC | $ | - | $ | |||||
| Deferred Tax Provision PRC | ( | ) | ( | ) | ||||
| Total Provision for (Deferred tax benefit)/ Income Taxes | $ | ( | ) | $ | ( | ) | ||
18
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, | |||||||
| 2022 | 2021 | |||||||
| 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 | | |||||||
| Total deferred tax assets | ||||||||
| Less: Valuation allowance | ( | ) | ( | ) | ||||
| Total deferred tax assets, net | $ | |||||||
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2022 | 2021 | |||||||
| PRC Statutory rate | % | % | ||||||
| Effect of different tax jurisdiction | ( | %) | ||||||
| Effect of tax and book difference | ( | %) | ||||||
| (Over) Under-provision in previous year | ||||||||
| Change in valuation allowance | ||||||||
| Effective income tax rate | % | % | ||||||
During
the three months ended March 31, 2022 and 2021, the effective income tax rate was estimated by the Company to be
As of December 31, 2017, 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.
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
19
IT TECH PACKAGING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(16) 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
(17) Commitments and Contingencies
Operating Lease
The
Company leases
As
mentioned in Note (8) Related Party Transactions, in connection with the sale of Industrial Buildings to Hebei Fangsheng, Hebei Fangsheng
agrees to lease the Industrial Buildings back to the Company at an annual rental of $
Future minimum lease payments of all operating leases are as follows:
| March 31, | Amount | |||
| 2023 | ||||
| 2024 | ||||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| Thereafter | ||||
| Total operating lease payments | $ | |||
Capital commitment
As
of March 31, 2022, 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, 2022 and December 31, 2021, the Company guaranteed its long-term loan from financial institutions amounting to $
(18) 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 between 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.
20
IT TECH PACKAGING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Summarized
financial information for the
| Three Months Ended | ||||||||||||||||||||||||
| March 31, 2022 | ||||||||||||||||||||||||
| Dongfang | Hebei | Baoding | Not Attributable | Elimination of | Enterprise-wide, | |||||||||||||||||||
| Paper | Tengsheng | Shengde | to Segments | Inter-segment | consolidated | |||||||||||||||||||
| Revenues | $ | $ | $ | $ | $ | - | $ | |||||||||||||||||
| Gross profit | ( | ) | ||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||
| Income tax expense(benefit) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Net income (loss) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Three Months Ended | ||||||||||||||||||||||||
| March 31, 2021 | ||||||||||||||||||||||||
| Dongfang | Hebei | Baoding | Not Attributable | Elimination of | Enterprise-wide, | |||||||||||||||||||
| Paper | Tengsheng | Shengde | to Segments | Inter-segment | consolidated | |||||||||||||||||||
| Revenues | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Gross profit | ( | ) | ||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||
| Income tax expense(benefit) | ( | ) | ( | ) | - | ( | ) | |||||||||||||||||
| Net income (loss) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| As of March 31, 2022 | |||||||||||||||||||||||||
| Dongfang | Hebei | Baoding | Not Attributable | Elimination of Inter- | Enterprise- wide, | ||||||||||||||||||||
| Paper | Tengsheng | Shengde | to Segments | segment | consolidated | ||||||||||||||||||||
| Total assets | $ | ||||||||||||||||||||||||
| As of December 31, 2021 | |||||||||||||||||||||||||
| Dongfang | Hebei | Baoding | Not Attributable | Elimination of Inter- | Enterprise- wide, | ||||||||||||||||||||
| Paper | Tengsheng | Shengde | to Segments | segment | consolidated | ||||||||||||||||||||
| Total assets | $ | ||||||||||||||||||||||||
21
IT TECH PACKAGING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(19) Concentration and Major Customers and Suppliers
For
the three months ended March 31, 2022, the Company had no single customer contributed over
For
the three months ended March 31, 2021, the Company had no single customer contributed over
For
the three months ended March 31, 2022, the Company had
For
the three months ended March 31, 2021, the Company had
(20) 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, 2022 and December 31, 2021. On May 1, 2015,
the new “Deposit Insurance Regulations” was effective in the PRC that the maximum protection would be up to RMB
(21) 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.
(22) Recent Accounting Pronouncements
In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.ASU 2016-13 replaced the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 requires use of a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. In October 2019, the FASB issued ASU No. 2019-10, “Financial Instruments-Credit Losses (Topic326): Effective Dates”, to finalize the effective date delays for private companies, not-for-profits, and smaller reporting companies applying the CECL standards. The ASU is effective for reporting periods beginning after December 15, 2022 and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact of the adoption of ASU 2016-13 on our condensed consolidated financial statements.
(23) Subsequent Event
None.
22
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, 2022 and 2021 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.
Impact of COVID-19 on Our Operations and Financial Performance
Outbreaks of epidemic, pandemic, or contagious diseases such as COVID-19, could have an adverse effect on our business, financial condition, and results of operations. The spread of COVID-19 has resulted in the World Health Organization declaring the outbreak of COVID-19 as a global pandemic. Substantially all of our revenues and workforce are concentrated in China. In response to the intensifying efforts to contain the spread of COVID-19, the Chinese government took a number of actions, which included extending the Chinese New Year holiday, quarantining individuals suspected of having COVID-19, asking residents in China to stay at home and to avoid public gathering, among other things. It is, however, still unclear how the pandemic will evolve going forward, and we cannot assure you whether the COVID-19 pandemic will again bring about significant negative impact on our business operations, financial condition and operating results, including but not limited to negative impact to our total revenues.
While we have resumed business operations, there remain significant uncertainties surrounding the COVID-19 outbreak and its further development as a global pandemic. The extent to which the COVID-19 impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and the actions taken globally to contain the coronavirus or treat its impact, among others. Existing insurance coverage may not provide protection for all costs that may arise from all such possible events. We are still assessing our business operations and the total impact COVID-19 may have on our results and financial condition, but there can be no assurance that this analysis will enable us to avoid part or all of any impact from the spread of COVID-19 or its consequences, including downturns in business sentiment generally.
Recent Development
On December 7, 2021, the Company announced that it has officially started its surgical masks production after a month of trial production since the end of November 2021. The Company’s surgical masks comply with China’s pharmaceutical industry standard YY0469-2011.
Results of Operations
Comparison of the Three months ended March 31, 2022 and 2021
Revenue for the three months ended March 31, 2022 was $15,481,618, a decrease of $8,727,809, or 36.05%, from $24,209,427 for the same period in the previous year. This was mainly due to the decrease in sales volume of Regular corrugating medium paper, Offset Printing Paper and tissue paper products.
23
Revenue of Offset Printing Paper, Corrugating Medium Paper and Tissue Paper Products
Revenue from sales of offset printing paper, corrugating medium paper (“CMP”) and tissue paper products for the three months ended March 31, 2022 was $15,425,022, a decrease of $8,653,947, or 35.94%, from $24,078,969 for the first quarter of 2021. Total offset printing paper, CMP and tissue paper products sold during the three months ended March 31, 2022 amounted to 29,483 tonnes, a decrease of 16,075 tonnes, or 35.28%, compared to 45,558 tonnes sold in the comparable period in the previous year. Production of CMP was suspended during January and February and offset printing paper suspended in the first quarter of 2022, due to China’s New Year and restriction on production during Beijing Winter Olympics as required by the government. The changes in revenue dollar amount and in quantity sold for the three months ended March 31, 2022 and 2021 are summarized as follows:
| Three Months Ended | Three Months Ended | Percentage | ||||||||||||||||||||||||||||||
| March 31, 2022 | March 31, 2021 | Change in | Change | |||||||||||||||||||||||||||||
| Sales Revenue | Quantity (Tonne) | Amount | Quantity (Tonne) | Amount | Quantity (Tonne) | Amount | Quantity | Amount | ||||||||||||||||||||||||
| Regular CMP | 25,245 | $ | 13,099,222 | 33,626 | $ | 16,964,038 | (8,381 | ) | $ | (3,864,816 | ) | -24.92 | % | -22.78 | % | |||||||||||||||||
| Light-Weight CMP | 3,841 | $ | 1,927,412 | 7,670 | $ | 3,747,734 | (3,829 | ) | $ | (1,820,322 | ) | -49.92 | % | -48.57 | % | |||||||||||||||||
| Total CMP | 29,086 | $ | 15,026,634 | 41,296 | $ | 20,711,771 | (12,210 | ) | $ | (5,685,137 | ) | -29.57 | % | -27.45 | % | |||||||||||||||||
| Offset Printing Paper | - | $ | - | 3,142 | $ | 2,115,782 | (3,142 | ) | $ | (2,115,782 | ) | (100.00 | )% | (100.00 | )% | |||||||||||||||||
| Tissue Paper Products | 397 | $ | 398,388 | 1,120 | $ | 1,251,416 | (723 | ) | $ | (853,028 | ) | -64.55 | % | -68.17 | % | |||||||||||||||||
| Total CMP, Offset Printing Paper and Tissue Paper Revenue | 29,483 | $ | 15,425,022 | 45,558 | $ | 24,078,969 | (16,075 | ) | $ | (8,653,947 | ) | -35.28 | % | -35.94 | % | |||||||||||||||||
Monthly sales revenue for the 24 months ended March 31, 2022, are summarized below:
The Average Selling Prices (ASPs) for our main products in the three months ended March 31, 2022 and 2021 are summarized as follows:
| Offset
Printing Paper ASP | Regular CMP ASP | Light-Weight CMP ASP | Tissue Paper Products ASP | |||||||||||||
| Three Months ended March 31, 2021 | $ | 673 | $ | 504 | $ | 489 | $ | 1,117 | ||||||||
| Three Months ended March 31, 2022 | $ | - | $ | 519 | $ | 502 | $ | 1,003 | ||||||||
| Increase (Decrease) from comparable period in the previous year | $ | (673 | ) | $ | 15 | $ | 13 | $ | (114 | ) | ||||||
| Increase (Decrease) by percentage | - | % | 2.98 | % | 2.66 | % | -10.21 | % | ||||||||
24
The following chart shows the month-by-month ASPs for the 24-month period ended March 31, 2022:
Corrugating Medium Paper
Revenue from CMP amounted to $15,026,634 (97.42% of the total offset printing paper, CMP and tissue paper products revenues) for the three months ended March 31, 2022, representing a decrease of $5,685,137, or 27.45%, from $20,711,771 for the comparable period in 2021, as a result of production suspension of CMP.
We sold 29,086 tonnes of CMP in the three months ended March 31, 2022 as compared to 41,296 tonnes for the same period in 2021, representing a 29.57% decrease in quantity sold.
ASP for regular CMP increased from $504/tonne for the three months ended March 31, 2021 to $519/tonne for the three months ended March 31, 2022, representing a 2.98% increase. ASP in RMB for regular CMP for the first quarter of 2021 and 2022 was RMB3,282 and RMB3,294, respectively, representing a 0.37% increase. The quantity of regular CMP sold decreased by 8,381 tonnes, from 33,626 tonnes in the first quarter of 2021 to 25,245 tonnes in the first quarter of 2022.
ASP for light-weight CMP increased from $489/tonne for the three months ended March 31, 2021 to $502/tonne for the three months ended March 31, 2022, representing a 2.66% increase. ASP in RMB for light-weight CMP for the first quarter of 2021 and 2022 was RMB3,178 and RMB3,186, respectively, representing a 0.25% increase. The quantity of light-weight CMP sold decreased by 3,829 tonnes, from 7,670 tonnes in the first quarter of 2021, to 3,841 tonnes in the first quarter of 2022.
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 2022 and 2021 were 23.04% and 38.42%, respectively, representing a decrease of 15.38%.
25
Quantities sold for regular CMP that was produced by the PM6 production line from April 2020 to March 2022 are as follows:
Offset printing paper
Revenue from offset printing paper was $nil for the three months ended March 31, 2022, representing a decrease of $2,115,782, or 100.00%, from $2,115,782 for the three months ended March 31, 2021. Production ceased in the first quarter of 2022. We sold 0 tonne of offset printing paper in the first quarter of 2022, as compared to 3,142 tonnes in the comparable period of 2021, a decrease of 3,142 tonnes, or 100.00%.
Tissue Paper Products
Revenue from tissue paper products was $398,388 (2.58% of the total offset printing paper, CMP and tissue paper products revenues) for the three months ended March 31, 2022, representing a decrease of $853,028, or 68.17%, from $1,251,416 for the three months ended March 31, 2021. We sold 397 tonnes of tissue paper in the first quarter of 2022, as compared to 1,120 tonnes in the comparable period of 2021, representing a decrease of 723 tonnes, or 64.55%.
ASP for tissue paper products decreased from $1,117/tonne for the three months ended March 31, 2021 to $1,003/tonne for the three months ended March 31, 2022, representing a 10.21% decrease. ASP in RMB for tissue paper products for the first quarter of 2021 and 2022 was RMB7,267 and RMB6,375, respectively, representing a 12.27% decrease.
26
Revenue of Face Mask
On April 29, 2020, we launched production line of non-medical single-use face masks, following completion of raw materials preparation, trial run of the equipment and the sample products inspection. Revenue generated from selling face mask were $56,596 and $130,458 for the three months ended March 31, 2022 and 2021, respectively, representing a decrease of $73,862, or 56.62%. We sold 3,014 thousand pieces of face masks in the first quarter of 2022, as compared to 3,836 thousand pieces in the comparable period of 2021, a decrease of 822 thousand pieces, or 21.43%.
Cost of Sales
Total cost of sales for CMP, offset printing paper and tissue paper products for the quarter ended March 31, 2022 was $15,131,254, a decrease of $7,141,241, or 32.06%, from $22,272,495 for the comparable period in 2021. This was mainly due to the decrease in sales quantity of regular CMP, offset printing paper and tissue paper products.
Cost of sales for CMP was $14,169,089 for the quarter ended March 31, 2022, as compared to $18,858,935 for the comparable period in 2021. The decrease in the cost of sales of $4,689,846 for CMP was mainly due to the decrease in sales volume of regular CMP. Average cost of sales per tonne for CMP increased by 6.56%, from $457 in the first quarter of 2021 to $487 in the first quarter of 2022. The increase in average cost of sales was mainly attributable to the increase in repair and maintenance costs.
Cost of sales for offset printing paper was $nil for the quarter ended March 31, 2022, as compared to $1,705,938 for the comparable period in 2021.
Cost of sales for tissue paper products was $962,165 for the quarter ended March 31, 2022, as compared to $1,707,623 for the comparable period in 2021. The decrease in the cost of sales of $745,458 for tissue paper products was mainly due to the decrease in sales volume of tissue paper products and the increase in average cost of sales. Average cost of sales per tonne of tissue paper products increased by 58.95%, from $1,525 in the three months ended March 31, 2021, to $2,424 for the comparable period in 2022.
Changes in cost of sales and cost per tonne by product for the quarters ended March 31, 2022 and 2021 are summarized below:
| Three Months Ended | Three Months Ended | |||||||||||||||||||||||||||||||
| March 31, 2022 | March 31, 2021 | 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 | $ | 12,398,701 | $ | 491 | $ | 15,521,382 | $ | 462 | $ | (3,122,681 | ) | $ | 29 | -20.12 | % | 6.28 | % | |||||||||||||||
| Light-Weight CMP | $ | 1,770,388 | $ | 461 | $ | 3,337,553 | $ | 435 | $ | (1,567,165 | ) | $ | 26 | -46.96 | % | 5.98 | % | |||||||||||||||
| Total CMP | $ | 14,169,089 | $ | 487 | $ | 18,858,935 | $ | 457 | $ | (4,689,846 | ) | $ | 30 | -24.87 | % | 6.56 | % | |||||||||||||||
| Offset Printing Paper | $ | - | $ | - | $ | 1,705,938 | $ | 543 | $ | (1,705,938 | ) | $ | (543 | ) | -100.00 | % | -100.00 | % | ||||||||||||||
| Tissue Paper Products | $ | 962,165 | $ | 2,424 | 1,707,623 | $ | 1,525 | $ | (745,458 | ) | $ | 899 | -43.65 | % | 58.95 | % | ||||||||||||||||
| Total CMP, Offset Printing Paper and Tissue Paper | $ | 15,131,254 | $ | n/a | $ | 22,272,495 | $ | n/a | $ | (7,141,241 | ) | $ | n/a | -32.06 | % | n/a | ||||||||||||||||
Our average unit purchase costs (net of applicable value added tax) of recycled paper board in the three months ended March 31, 2022 was RMB 1,858/tonne (approximately $293/tonne), as compared to RMB 1,878/tonne (approximately $289/tonne) for the three months ended March 31, 2021. These changes (in US dollars) represent a year-over-year increase of 1.38% 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 2020 to March 2022 are shown below:
Electricity and gas are our two main energy sources. Electricity and gas accounted for approximately 3% and 9.6% of total sales in the first quarter of 2022, respectively, compared to 4% and 9.7% of total sales in the first quarter of 2021. The monthly energy cost as a percentage of total monthly sales of our main paper products for the 24 months ended March 31, 2022 are summarized as follows:
Gross Profit
Gross profit for the three months ended March 31, 2022 was $310,445 (2.01% of the total revenue), representing a decrease of $1,520,560, or 83.05%, from the gross profit of $1,831,005 (7.56% of the total revenue) for the three months ended March 31, 2021, as a result of factors described above.
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, 2022 was $293,768, a decrease of $1,512,706, or 83.74%, from the gross profit of $1,806,474 for the three months ended March 31, 2021. The decrease was mainly the result of the factors discussed above.
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The overall gross profit margin for offset printing paper, CMP and tissue paper products decreased by 5.60 percentage points, from 7.50% for the three months ended March 31, 2021, to 1.90% for the three months ended March 31, 2022.
Gross profit margin for regular CMP for the three months ended March 31, 2022 was 5.35%, or 3.15 percentage points lower, as compared to gross profit margin of 8.50% for the three months ended March 31, 2021. Such decrease was mainly due to the increase average cost of sales.
Gross profit margin for light-weight CMP for the three months ended March 31, 2022 was 8.15%, or 2.79 percentage points lower, as compared to gross profit margin of 10.94% for the three months ended March 31, 2021.
Gross profit margin for tissue paper products for the three months ended March 31, 2022 was -141.51%, or 105.05 percentage points lower, as compared to gross profit margin of -36.46% for the three months ended March 31, 2021. The increase in gross loss was mainly due to the increase in cost of base paper.
Monthly gross profit margins on the sales of our CMP and offset printing paper for the 24-month period ended March 31, 2022 are as follows:
Face Masks
Gross profit for face mask for the three months ended March 31, 2022 and 2021 were $16,677 and $24,531, representing a gross margin of 29.47% and 18.80%, respectively.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the three months ended March 31, 2022 were $3,300,881, an increase of $745,563, or 29.18% from $2,555,318 for the three months ended March 31, 2021. The increase was mainly due to the deprecation of idle fixed assets during production suspension in first quarter of 2022.
Loss from Operations
Operating loss for the quarter ended March 31, 2022 was 2,956,433, a decrease of $2,232,120, or 308.17%, from $724,313 for the quarter ended March 31, 2021. The decrease in income from operations was primarily due to the decrease in gross profit and increase in selling, general and administrative expenses.
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Other Income and Expenses
Interest expense for the three months ended March 31, 2022 decreased by $8,088, from $278,901 in the three months ended March 31, 2021, to $270,813. The Company had short-term and long-term interest-bearing loans, related party loans and leasing obligations that aggregated $16,157,692 as of March 31, 2022, as compared to $16,406,559 as of March 31, 2021.
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 gain recognized on addition and change in fair value of derivative liability for the three months ended March 31, 2022 was $386,588.
Net Loss
As a result and the factors discussed above, net loss was $2,488,214 for the quarter ended March 31, 2022, representing an increase of $1,850,642, or 42.65%, from $4,338,856 for the quarter ended March 31, 2021.
Accounts Receivable
Net accounts receivable increased by $115,804, or 2.38%, to $4,984,738 as of March 31, 2022, as compared with $4,868,934 as of December 31, 2021. We usually collect accounts receivable within 30 days of delivery and completion of sales.
Inventories
Inventories consist of raw materials (accounting for 61.98% of total value of inventory as of March 31, 2022), semi-finished goods and finished goods. As of March 31, 2022, the recorded value of inventory decreased by 25.50% to $4,354,676 from $5,844,895 as of December 31, 2021. As of March 31, 2022, the inventory of recycled paper board, which is the main raw material for the production of CMP, was $2,373,036, approximately $275,974, or 13.16%, higher than the balance as of December 31, 2021.
A summary of changes in major inventory items is as follows:
| March 31, | December 31, | |||||||||||||||
| 2022 | 2021 | $ Change | % Change | |||||||||||||
| Raw Materials | ||||||||||||||||
| Recycled paper board | $ | 2,373,036 | $ | 2,097,062 | 275,974 | 13.16 | % | |||||||||
| Recycled white scrap paper | 11,859 | 11,808 | 51 | 0.43 | % | |||||||||||
| Tissue base paper | 81,412 | 38,745 | 42,667 | 110.12 | % | |||||||||||
| Gas | 35,213 | 32,753 | 2,460 | 7.51 | % | |||||||||||
| Mask fabric and other raw materials | 197,546 | 167,786 | 29,760 | 17.74 | % | |||||||||||
| Total Raw Materials | 2,699,066 | 2,348,154 | 350,912 | 14.94 | % | |||||||||||
| Semi-finished Goods | 398,665 | 96,087 | 302,578 | 314.90 | % | |||||||||||
| Finished Goods | 1,256,945 | 3,400,654 | -2,143,709 | -63.04 | % | |||||||||||
| Total inventory, gross | 4,354,676 | 5,844,895 | -1,490,219 | -25.50 | % | |||||||||||
| Inventory reserve | - | - | - | |||||||||||||
| Total inventory, net | $ | 4,354,676 | $ | 5,844,895 | (1,490,219 | ) | -25.50 | % | ||||||||
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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 $157,522 (RMB1,000,000). The lease agreement expired in August 2016. On August 6, 2016 and August 6, 2018, the Company entered into two supplementary agreements with Hebei Fangsheng, who agreed to extend the lease term to August 9, 2022 with the same rental payment as original lease agreement.
Capital Expenditure Commitment as of March 31, 2022
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, 2022, we had approximately $4.7 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 the 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$2.5 million). Under the sale-leaseback arrangement, Hebei Tengsheng sold the Leased Equipment to TLCL for 16 million (approximately US$2.5 million). Concurrent with the sale of equipment, Hebei Tengsheng leases back the equipment sold to TLCL for a lease term of three years. At the end of the lease term, Hebei Tengsheng may pay a nominal purchase price of RMB 100 (approximately $16) 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 of15.6% per annum and stated at $567,099 at the inception of the lease on August 17, 2020.
Hebei Tengsheng made payments due according to the schedule. The balance of Leased Equipment net of amortization was $2,254,357 and $2,286,459 as of March 31, 2022 and December 31, 2021, respectively. The lease liability was $312,255 and $362,394, and its current portion in the amount of $228,051 and $210,161 as of March 31, 2022 and December 31, 2021, respectively.
Amortization of the Leased Equipment was $42,006 and $40,997 for the three months ended March 31, 2022 and 2021. Total interest expenses for the sale-leaseback arrangement was $13,507 and $20,418 for the three months ended March 31, 2022 and 2021.
As a result of the sale and leaseback, a deferred gain in the amount of $430,695 was recorded. The deferred gain is amortized over the lease term and as an offset to amortization of the Leased Equipment.
Cash and Cash Equivalents
Our cash, cash equivalents and restricted cash as of March 31, 2022 was $15,358,443, an increase of $4,156,831, from $11,201,612 as of December 31, 2021. The increase of cash and cash equivalents for the three months ended March 31, 2022 was attributable to a number of factors:
i. Net cash provided by (used in) operating activities
Net cash provided by operating activities was $4,411,418 for the three months ended March 31, 2022. The balance represented an increase of cash of $12,691,750, or 153.28%, from -$8,280,332 used in operating activities for the three months ended March 31, 2021. Net loss for the three months ended March 31, 2022 was $2,488,214, representing a decrease of loss of $1,850,642, or 42.65%, from a net loss of $4,338,856 for the three months ended March 31, 2021. Changes in various asset and liability account balances throughout the three months ended March 31, 2022 also contributed to the net change in cash from operating activities in three months ended March 31, 2022. Chief among such changes is the increase of accounts receivable in the amount of $98,921 during the three months of 2022. There was also a decrease of $1,515,515 in the ending inventory balance as of March 31, 2022 (an increase to net cash for the three months ended March 31, 2022 cash flow purposes). In addition, the Company had non-cash expenses relating to depreciation and amortization in the amount of $3,773,236. The Company also had a net decrease of $3,056,189 in prepayment and other current assets (an increase to net cash) and a net decrease of $469,485 in other payables and accrued liabilities and related parties (an increase to net cash), as well as a decrease in income tax payable of $1,112,820 (a decrease to net cash) during the three months ended March 31, 2022.
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ii. Net cash used in investing activities
We incurred $7,175,972 in net cash expenditures for investing activities during the three months ended March 31, 2022, as compared to $44,599 for the same period of 2021. Payments were mainly for the last installments for the Tengsheng land acquisition.
iii. Net cash provided by financing activities
Net cash provided by financing activities was $6,893,314 for the three months ended March 31, 2022, as compared to net cash provided by financing activities in the amount of $41,794,323 for the three months ended March 31, 2021. A $6.9 million loan was repaid by a related party during the period.
Short-term bank loans
| March 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| Industrial and Commercial Bank of China (“ICBC”) Loan | $ | 5,984,374 | $ | 5,958,561 | ||||
On November 25, 2021, the Company entered into a working capital loan agreement with the ICBC, with a balance of $5,984,374 and $5,958,561 as of March 31, 2022 and December 31, 2021, respectively. The working capital loan was secured by the Land use right of Dongfang Paper as collateral for the benefit of the bank and guaranteed by Mr. Liu. The loan bears a fixed interest rate of 4.785% per annum. The loan will be due and repaid at various installments by November 17, 2022.
As of March 31, 2022, there were guaranteed short-term borrowings of $5,984,374 and unsecured bank loans of $nil. As of December 31, 2021, there were guaranteed short-term borrowings of $5,958,561 and unsecured bank loans of $nil.
The average short-term borrowing rates for the three months ended March 31, 2022 and 2021 were approximately 4.79%.
Long-term loans from credit union
As of March 31, 2022 and December 31, 2021, loans payable to Rural Credit Union of Xushui District, amounted to $9,861,063 and $9,818,530, respectively.
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On April 16, 2014, 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 in various installments from June 21, 2014 to November 18, 2018. The loan is guaranteed by an independent third party. Interest payment is due quarterly and bears the rate of 0.64% per month. On November 6, 2018, the loan was renewed for additional 5 years and will be due and payable in various installments from December 21, 2018 to November 5, 2023. As of March 31, 2022 and December 31, 2021, total outstanding loan balance was $1,354,715 and$1,348,871, respectively, Out of the total outstanding loan balance, current portion amounted were $330,802 and $329,376 as of March 31, 2022 and December 31, 2021, respectively, which are presented as current liabilities in the consolidated balance sheet and the remaining balance of $1,023,913 and $1,019,495 are presented as non-current liabilities in the consolidated balance sheet as of March 31, 2022 and December 31, 2021, respectively.
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 will be due and payable in various installments from December 21, 2018 to June 20, 2023. The loan is secured by certain of the Company’s manufacturing equipment with net book value of $928,347 and $1,130,333 as of March 31, 2022 and December 31, 2021, respectively. Interest payment is due quarterly and bears a fixed rate of 0.64% per month. As of March 31, 2022 and December 31, 2021, the total outstanding loan balance was $3,938,124 and $3,921,139, respectively. Out of the total outstanding loan balance, current portion amounted were $1,969,062 and $1,960,569 as of March 31, 2022 and December 31, 2021 respectively, which are presented as current liabilities in the consolidated balance sheet and the remaining balance of $1,969,062 and $1,960,570 are presented as non-current liabilities in the consolidated balance sheet as of March 31, 2022 and December 31, 2021, 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 Hebei Tengsheng with its land use right as collateral for the benefit of the credit union. Interest payment is due quarterly and bears a fixed rate of 0.6% per month. As of March 31, 2022 and December 31, 2021, the total outstanding loan balance was $2,520,399 and $2,509,528, respectively, which are presented as current liabilities in the consolidated balance sheet as of March 31, 2022 and December 31, 2021.
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 Hebei Tengsheng with its land use right as collateral for the benefit of the credit union. Interest payment is due monthly and bears a fixed rate of 7.56% per annum. As of March 31, 2022 and December 31, 2021, the total outstanding loan balance was $2,047,825 and $2,038,992, respectively, which are presented as current liabilities in the consolidated balance sheet as of March 31, 2022 and December 31, 2021.
Total interest expenses for the short-term bank loans and long-term loans for the three months ended March 31, 2022 and 2021 were $257,306 and $258,483, 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 $403,791 and $402,047 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, 2022 and December 31, 2021, 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, 2022 and December 31, 2021, approximately $47,257 and $47,054 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, 2022 and December 31, 2021, the outstanding interest was $216,498 and $215,565, 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, 2022 and December 31, 2021, 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, 2022 and 2021. The accrued interest owing to Mr. Zhenyong Liu was approximately $667,546 and $664,666, as of March 31, 2022 and December 31, 2021, respectively, which was recorded in other payables and accrued liabilities.
On December 8, 2021, the Company entered an agreement with Mr. Zhenyong Liu, which allows Mr. Zhenyong Liu to borrow from the Company an amount of $6,915,176(RMB44,089,085). The loan will be due on June 29, 2022. The loan is unsecured and carries a fixed interest rate of 3% per annum. The loan was repaid by Mr. Zhenyong Liu in February 2022.
As of March 31, 2022 and December 31, 2021, amount due to shareholder was$727,433, which represents funds from shareholders to pay for various expenses incurred in the U.S. The amount is due on demand with interest free.
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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, 2022 and 2021, 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, 2022 and December 31, 2021 to translate the Chinese RMB to the U.S. Dollars are 6.3482:1 and 6.3757:1, respectively. Revenues and expenses are translated using the prevailing average exchange rates at 6. 3483:1 and 6.5045:1 for the three months ended March 31, 2022 and 2021, 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 $4,883,274 (RMB31,000,000), which matures at various times in 2023. 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 June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 replaced the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 requires use of a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. In October 2019, the FASB issued ASU No. 2019-10, “Financial Instruments-Credit Losses (Topic 326): Effective Dates”, to finalize the effective date delays for private companies, not-for-profits, and smaller reporting companies applying the CECL standards. The ASU is effective for reporting periods beginning after December 15, 2022 and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact of the adoption of ASU 2016-13 on our condensed 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, 2022, 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, 2022.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
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.
None.
Item 6. Exhibits.
(a) Exhibits
| 31.1 | ||
| 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 XBRL document. |
37
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, 2022 | /s/ Zhenyong Liu | |
| Name: | Zhenyong Liu | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
| Date: May 10, 2022 | /s/ Jing Hao | |
| Name: | Jing Hao | |
| Title: | Chief Financial Officer | |
| (Principal Financial Officer) | ||
38