Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and
Supplementary Data
Our audited financial
statement for the fiscal year ended December 31, 2019 and 2018, together with the report of the independent certified public accounting
firms thereon and the notes thereto, are presented beginning at page F-1.
41
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To:
The Board of Directors and Stockholders of
IT
Tech Packaging, Inc.
Opinion
on the Financial Statements
We
have audited the accompanying balance sheets of IT Tech Packaging, Inc. (the Company) as of December 31, 2019, and 2018, and the
related statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the two-year
period ended December 31, 2019, and the related notes (collectively referred to as the financial statements). In our opinion,
the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019
and 2018, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31,
2019, in conformity with accounting principles generally accepted in the United States of America.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but
not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audits provide a reasonable basis for our opinion.
/s/
WWC, P.C.
WWC,
P.C.
Certified
Public Accountants
We
have served as the Company’s auditor since March 25, 2018.
San
Mateo, California
March
23, 2020
F- 1
IT TECH PACKAGING, INC.
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER
31, 2019 AND 2018
December 31,
December 31,
2019
2018
ASSETS
Current Assets
Cash and bank balances
$ 5,837,745
$ 8,474,809
Restricted cash
-
3,642,616
Accounts receivable (net of allowance for doubtful accounts of $59,922 and $58,707 as of December 31, 2019 and December 2018, respectively)
3,119,311
2,876,632
Inventories
1,607,463
2,923,516
Prepayments and other current assets
11,613,241
6,241,299
Due from related parties
1,863,479
-
Total current assets
24,041,239
24,158,872
Prepayment on property, plant and equipment
1,433,445
-
Property, plant, and equipment, net
151,616,852
167,829,716
Value-added tax recoverable
2,621,841
2,810,331
Deferred tax asset non-current
10,485,053
8,277,091
Total Assets
$ 190,198,430
$ 203,076,010
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Short-term bank loans
$ 6,163,814
$ 11,802,075
Current portion of long-term loans from credit union
1,605,459
2,491,549
Accounts payable
250,486
629,054
Advance from customers
98,311
-
Notes payable
-
3,642,616
Due to related parties
539,985
413,336
Accrued payroll and employee benefits
291,924
213,536
Other payables and accrued liabilities
6,503,010
10,222,796
Income taxes payable
1,382,471
219,305
Total current liabilities
16,835,460
29,634,267
Loans from credit union
7,367,908
4,706,259
Loans from a related party
-
2,185,569
Total liabilities (including amounts of the consolidated VIE without recourse to the Company of $19,460,257 and $34,008,908 as of December 31, 2019 and 2018, respectively)
24,203,368
36,526,095
Commitments and Contingencies
Stockholders' Equity
Common stock, 500,000,000 shares authorized, $0.001 par value per share, 22,054,816 shares issued
22,685
22,360
Additional paid-in capital
51,154,544
51,137,319
Statutory earnings reserve
6,080,574
6,080,574
Accumulated other comprehensive loss
(6,057,537 )
(3,263,952 )
Retained earnings
114,794,796
112,573,614
Total stockholders' equity
165,995,062
166,549,915
Total Liabilities and Stockholders' Equity
$ 190,198,430
$ 203,076,010
See accompanying
notes to consolidated financial statements.
F- 2
IT TECH PACKAGING, INC.
CONSOLIDATED STATEMENTS OF INCOME AND
COMPREHENSIVE INCOME (LOSS)
FOR THE YEARS ENDED DECEMBER 31, 2019
AND 2018
Year Ended
December 31,
2019
2018
Revenues
$ 117,614,886
$ 86,746,758
Cost of sales
(103,935,368 )
(80,926,357 )
Gross Profit
13,679,518
5,820,401
Selling, general and administrative expenses
(9,781,719 )
(13,098,373 )
Loss from disposal of property, plant and equipment
-
(3,904,342 )
Income (Loss) from Operations
3,897,799
(11,182,314 )
Other Income (Expense):
Interest income
64,717
36,632
Subsidy income
261,136
241,189
Interest expense
(926,368 )
(1,492,119 )
Income (Loss) before Income Taxes
3,297,284
(12,396,612 )
Provision for Income Taxes
(1,076,102 )
1,850,928
Net Income (Loss)
2,221,182
(10,545,684 )
Other Comprehensive Loss
Foreign currency translation adjustment
(2,793,585 )
(8,732,751 )
Total Comprehensive Loss
$ (572,403 )
$ (19,278,435 )
Earnings (Losses) Per Share:
Basic and Diluted Earnings (Losses) per Share
$ 0.10
$ (0.49 )
Outstanding – Basic and Diluted
22,034,905
21,618,305
See accompanying notes to consolidated financial
statements.
F- 3
IT TECH PACKAGING, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS’ EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2019
AND 2018
Accumulated
Additional
Statutory
Other
Common Stock
Paid-in
Earnings
Comprehensive
Retained
Shares
Amount
Capital
Reserve
Income (loss)
Earnings
Total
Balance at December 1, 2018
21,450,316
21,450
50,635,243
6,080,574
5,468,799
123,119,298
185,325,364
Issuance of shares to officer and directors
534,500
535
469,826
470,361
Issuance of shares to Weitian
37,500
375
32,250
32,625
Foreign currency translation adjustment
(8,732,751 )
(8,732,751 )
Net income for the year of 2018
(10,545,684 )
(10,545,684 )
Balance at December 31, 2018
22,022,316
$ 22,360
$ 51,137,319
$ 6,080,574
$ (3,263,952 )
$ 112,573,614
$ 166,549,915
Issuance of shares to officer and directors
-
-
-
-
Issuance of shares to Weitian
32,500
325
17,225
17,550
Foreign currency translation adjustment
(2,793,585 )
(2,793,584 )
Net income for the year of 2019
2,221,182
2,221,182
Balance at December 31, 2019
22,054,816
$ 22,685
$ 51,154,544
$ 6,080,574
$ (6,057,537 )
$ 114,794,796
$ 165,995,062
See accompanying notes to consolidated financial
statements.
F- 4
IT TECH PACACKING, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2019
AND 2018
Year Ended
December 31,
2019
2018
Cash Flows from Operating Activities:
Net income
$ 2,221,182
$ (10,545,684 )
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
15,304,039
14,290,919
Allowances for obsolete inventories, net
75,719
-
Loss from disposal and impairment of property, plant and equipment
-
3,904,342
(Recovery from) for bad debts
2,192
23,676
Share-based compensation expenses
-
470,361
Deferred tax
(2,369,683 )
(2,089,439 )
Changes in operating assets and liabilities:
Accounts receivable
(294,882 )
(1,183,782 )
Prepayments and other current assets
(5,392,916 )
(5,726,546 )
Inventories
1,207,958
5,322,320
Accounts payable
(372,728 )
234,448
Advance from customers
99,472
-
Notes payable
(3,625,921 )
(2,261,147 )
Related parties
(1,757,231 )
150,743
Accrued payroll and employee benefits
82,813
(6,855 )
Other payables and accrued liabilities
1,169,967
6,878,137
Income taxes payable
1,180,493
(291,119 )
Net Cash Provided by Operating Activities
7,530,474
9,170,374
Cash Flows from Investing Activities:
Purchases of property, plant and equipment
(6,416,481 )
(2,198,852 )
Acquisition of a subsidiary
(1,450,368 )
-
Net Cash Used in Investing Activities
(7,866,849 )
(2,198,852 )
Cash Flows from Financing Activities:
Proceeds from related party loans
-
4,522,295
Repayments of related party loans
(2,175,553 )
(12,813,169 )
Proceeds from short term bank loans
10,152,579
12,210,196
Proceeds from credit union loans
4,206,068
5,064,970
Repayment of bank loans
(17,955,561 )
(12,149,899 )
Net Cash Used in Financing Activities
(5,772,467 )
(3,165,607 )
Effect of Exchange Rate Changes on Cash and Cash Equivalents
(170,838 )
(705,917 )
Net (Decrease) Increase in Cash and Cash Equivalents
(6,279,680 )
3,099,998
Cash, Cash Equivalents and Restricted Cash - Beginning of Year
12,117,425
9,017,427
Cash, Cash Equivalents and Restricted Cash - End of Year
$ 5,837,745
$ 12,117,425
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest, net of capitalized interest cost
$ 926,368
$ 1,393,759
Cash paid for income taxes
$ 2,250,546
$ 515,001
Cash and bank balances
5,837,745
8,474,809
Restricted cash
-
3,642,616
Total cash, cash equivalents and restricted cash shown in the statement of cash flows
5,837,745
12,117,425
See accompanying notes to consolidated financial
statements.
F- 5
IT TECH PACKAGING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(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, and effective December 21, 2007, we changed our name
to “Orient Paper, Inc.”.
Effective on August 1, 2018, we changed
our corporate name to IT Tech Packaging, Inc.. The name change was effected through a parent/subsidiary short-form merger of IT
Tech Packaging, Inc., our wholly-owned Nevada subsidiary formed solely for the purpose of the name change, with and into us. We
were the surviving entity. In connection with the name change, our common stock began being traded under a new NYSE symbol, “ITP,”
and a new CUSIP number, 46527C100, at such time.
On 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 7,450,497 (as adjusted for a four-for-one reverse stock split effected in November 2009) shares of our
common stock, which shares were distributed pro-rata to the shareholders of Dongfang Holding in accordance with their respective
ownership interests in Dongfang Holding. At the time of the Merger Agreement, Dongfang Holding owned all of the issued and outstanding
stock and ownership of Dongfang Paper and such shares of Dongfang Paper were held in trust with Zhenyong Liu, Xiaodong Liu and
Shuangxi Zhao, for Mr. Liu, Mr. Liu and Mr. Zhao (the original shareholders of Dongfang Paper) to exercise control over the disposition
of Dongfang Holding’s shares in Dongfang Paper on Dongfang Holding’s behalf until Dongfang Holding successfully completed
the change in registration of Dongfang Paper’s capital with the relevant PRC Administration of Industry and Commerce as the
100% owner of Dongfang Paper’s shares. As a result of the merger transaction, Dongfang Holding became a wholly owned subsidiary
of the Company, and Dongfang Holding’s wholly owned subsidiary, Dongfang Paper, became an indirectly owned subsidiary of
the Company.
Dongfang Holding, as the 100% owner of
Dongfang Paper, was unable to complete the registration of Dongfang Paper’s capital under its name within the proper time
limits set forth under PRC law. In connection with the consummation of the restructuring transactions described below, Dongfang
Holding directed the trustees to return the shares of Dongfang Paper to their original shareholders, and the original Dongfang
Paper shareholders entered into certain agreements with Baoding Shengde Paper Co., Ltd. (“Baoding Shengde”) to transfer
the control of Dongfang Paper over to Baoding Shengde.
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.
F- 6
IT TECH PACKAGING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 $10,000,000 (subsequently increased to $60,000,000 in June 2010). Baoding Shengde is mainly engaged in production
and distribution of digital photo paper and is 100% owned by Shengde Holdings. Prior to February 10, 2010, the Contractual Agreements
included (i) Exclusive Technical Service and Business Consulting Agreement, which generally provides that Baoding Shengde shall
provide exclusive technical, business and management consulting services to Dongfang Paper, in exchange for service fees including
a fee equivalent to 80% of Dongfang Paper’s total annual net profits; (ii) Loan Agreement, which provides that Baoding Shengde
will make a loan in the aggregate principal amount of $10,000,000 to Dongfang Paper Equity Owners in exchange for each such shareholder
agreeing to contribute all of its proceeds from the loan to the registered capital of Dongfang Paper; (iii) Call Option Agreement,
which generally provides, among other things, that Dongfang Paper Equity Owners irrevocably grant to Baoding Shengde an option
to purchase all or part of each owner’s equity interest in Dongfang Paper. The exercise price for the options shall be RMB1
which Baoding Shengde should pay to each of Dongfang Paper Equity Owner for all their equity interests in Dongfang Paper; (iv)
Share Pledge Agreement, which provides that Dongfang Paper Equity Owners will pledge all of their equity interests in Dongfang
Paper to Baoding Shengde as security for their obligations under the other agreements described in this section. Specifically,
Baoding Shengde is entitled to dispose of the pledged equity interests in the event that Dongfang Paper Equity Owners breach their
obligations under the Loan Agreement or Dongfang Paper fails to pay the service fees to Baoding Shengde pursuant to the Exclusive
Technical Service and Business Consulting Agreement; and (v) Proxy Agreement, which provides that Dongfang Paper Equity Owners
shall irrevocably entrust a designee of Baoding Shengde with such shareholder’s voting rights and the right to represent
such shareholder to exercise such owner’s rights at any equity owners’ meeting of Dongfang Paper or with respect to
any equity owner action to be taken in accordance with the laws and Dongfang Paper’s Articles of Association. The terms of
the agreement are binding on the parties for as long as Dongfang Paper Equity Owners continue to hold any equity interest in Dongfang
Paper. A Dongfang Paper Equity Owner will cease to be a party to the agreement once it transfers its equity interests with the
prior approval of Baoding Shengde. As the Company had controlled Dongfang Paper since July 16, 2007 through Dongfang Holding and
the trust until June 24, 2009, and continues to control Dongfang Paper through Baoding Shengde and the Contractual Agreements,
the execution of the Contractual Agreements is considered as a business combination under common control.
On February 10, 2010, Baoding Shengde and
the Dongfang Paper Equity Owners entered into a Termination of Loan Agreement to terminate the above-mentioned $10,000,000 Loan
Agreement. Because of the Company’s decision to fund future business expansions through Baoding Shengde instead of Dongfang
Paper, the $10,000,000 loan contemplated was never made prior to the point of termination. The parties believe the termination
of the Loan Agreement does not in itself compromise the effective control of the Company over Dongfang Paper and its businesses
in the PRC.
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 100% of the distributable profit of Dongfang Paper, pursuant to the above mentioned Contractual Agreements. In addition,
Dongfang Paper and the Dongfang Paper Equity Owners shall not declare any of Dongfang Paper’s unappropriated earnings as
dividend, including the unappropriated earnings of Dongfang Paper from its establishment to 2010 and thereafter.
On June 25, 2019, Dongfang Paper entered
into an acquisition agreement with 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. Upon full payment
of the consideration in the amount of RMB 320 million (approximately $45 million), Hebei Tengsheng will become a wholly owned
subsidiary of Dongfang Paper that manufactures and sells tissue paper products.
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 years ended December 31, 2019 and 2018 was accounted for 100% and 99.98% of the Company’s total revenue,
respectively. Dongfang Paper also accounted for 91.01% and 90.60% of the total assets of the Company as of December 31, 2019 and
2018, respectively.
F- 7
IT TECH PACKAGING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2019 and 2018, details
of the Company’s subsidiaries and variable interest entity are as follows:
Date
of
Incorporation
Place of
Incorporation or
Percentage of
Name
or Establishment
Establishment
Ownership
Principal Activity
Subsidiary:
Dongfang Holding
November 13, 2006
BVI
100
%
Inactive investment holding
Shengde Holdings
February 25, 2009
State of Nevada
100
%
Investment holding
Baoding Shengde
June 1, 2009
PRC
100
%
Paper production and distribution
Variable interest entity (“VIE”):
Dongfang Paper
March 10, 1996
PRC
Control
*
Paper production and distribution
* Dongfang
Paper is treated as a 100% controlled variable interest entity of the Company.
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.
F- 8
IT TECH PACKAGING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 consolidated balance sheets as of December
31, 2019 and 2018 are as follows:
December 31,
December 31,
2019
2018
ASSETS
Current Assets
Cash and bank balances
$ 5,675,374
$ 8,328,980
Restricted cash
-
3,642,616
Accounts receivable
3,119,312
2,876,632
Inventories
1,603,038
2,906,004
Prepayments and other current assets
11,610,576
6,219,395
Due from related parties
1,863,479
-
Total current assets
23,871,779
23,973,627
Prepayment on property, plant and equipment
1,433,445
-
Property, plant, and equipment, net
138,920,440
153,302,061
Deferred tax asset non-current
8,869,385
6,711,412
Total Assets
$ 173,095,049
$ 183,987,100
LIABILITIES
Current Liabilities
Short-term bank loans
$ 6,163,814
$ 11,802,075
Current portion of long-term loans from credit union
315,358
189,416
Accounts payable
250,486
629,054
Notes payable
-
3,642,616
Due to related parties
56,552
203,188
Accrued payroll and employee benefits
287,584
208,660
Other payables and accrued liabilities
6,502,974
10,222,766
Income taxes payable
1,382,471
219,305
Total current liabilities
14,959,239
27,117,080
Loans from credit union
4,501,018
4,706,259
Loans from a related party
2,185,569
Total liabilities
$ 19,460,257
$ 34,008,908
F- 9
IT TECH PACKAGING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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.
(2) Basis of Presentation and Significant
Accounting Policies
Basis of Consolidation
The consolidated financial statements of
the Company are prepared in accordance with accounting principles generally accepted in the United States of America (“US
GAAP”), and include the assets, liabilities, revenues, expenses and cash flows of all subsidiaries and variable interest
entity. All significant inter-company balances, transactions and cash flows are eliminated on consolidation.
Foreign Currency Translation
The Company accounts for foreign currency
translation pursuant to ASC Topic 830, Foreign Currency Matters . The functional currency of Dongfang Paper and Baoding
Shengde is the Chinese Yuan Renminbi (“RMB”). Monetary assets and liabilities denominated in currencies other than
RMB are translated into RMB at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than RMB
are converted into RMB at the applicable rates of exchange prevailing the transactions occurred. Transaction gains and losses are
recognized in the consolidated statements of income. The functional currency of IT Tech Packaging and Shengde Holdings is United
States dollars. Monetary assets and liabilities denominated in currencies other than United States dollars are translated into
United States dollars at the rates of exchange ruling at the balance sheet date. Translation in currencies other than United States
dollars are converted into United States dollars at the applicable rates of exchange prevailing when the transactions occurred.
Transaction gains or losses are recognized in the consolidated statement of income.
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 December 31, 2019 and 2018 to translate the Chinese RMB to the U.S. Dollars are 6.9762:1,
and 6.8632:1, respectively. Revenues and expenses are translated using the average exchange rates prevailing throughout the respective
years at 6.8948:1 and 6.6338:1 for the years ended December 31, 2019 and 2018, respectively. Translation adjustments are included
in other comprehensive income (loss).
Use of Estimates
The preparation of consolidated financial
statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities as of December 31, 2019 and 2018, and revenues and expenses for the years ended December 31, 2019 and 2018.
The most significant estimates relate to allowance for uncollectible accounts receivable, inventory valuation, useful lives and
impairment for property, plant and equipment, valuation allowance for deferred tax assets and contingencies. Actual results could
differ from those estimates made by management.
F- 10
IT TECH PACKAGING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Accounts Receivable
Trade accounts receivable are recorded
on shipment of products to customers. The trade receivables are all without customer collateral and interest is not accrued on
past due accounts. Periodically, management reviews the adequacy of its provision for doubtful accounts based on historical bad
debt expense results and current economic conditions using factors based on the aging of its accounts receivable. Additionally,
the Company may identify additional allowance requirements based on indications that a specific customer may be experiencing financial
difficulties. Actual bad debt results could differ materially from these estimates. As of December 31, 2019 and 2018, the balance
of allowance for doubtful accounts was $59,922 and $58,707, respectively; and the movement of the provision of the doubtful accounts
is as below. While management uses the best information available upon which to base estimates, future adjustments to the allowance
may be necessary if economic conditions differ substantially from the assumptions used for the purposes of analysis.
December 31,
December 31,
Allowance of doubtful accounts
2019
2018
Opening balance
$ 58,707
$ 37,626
Provision (Reversal) for the year
2,192
23,676
Exchange difference
(977 )
(2,595 )
Closing balance
$ 59,922
$ 58,707
Inventories
Inventories consist principally of raw materials and finished
goods, and are stated at the lower of cost (average cost method) or market. Cost includes labor, raw materials, and allocated overhead.
Provision in inventories were $75,719 and $nil for the years ended December 31, 2019 and 2018, respectively.
Property, Plant, and Equipment
Property, plant, and equipment are stated
at cost less accumulated depreciation and any impairment losses. Major renewals, betterments, and improvements are capitalized
to the asset accounts while replacements, maintenance, and repairs, which do not improve or extend the lives of the respective
assets, are expensed to operations. At the time property, plant, and equipment are retired or otherwise disposed of, the asset
and related accumulated depreciation or amortization accounts are relieved of the applicable amounts. Gains or losses from retirements
or sales are credited or charged to operations.
Construction-in-progress is stated at cost
and capitalized as expenses are incurred or as payments are made pursuant to relevant construction contracts. Contract retention
is recorded as accrued liability. Construction in progress is not depreciated until project completion and the constructed property
being placed in service, at which time the capitalized balance will be transferred to appropriate account of property, plant and
equipment.
The Company depreciates property, plant,
and equipment using the straight-line method as follows:
Land use right
Over the lease term
Building and improvements
30 years
Machinery and equipment
5-15 years
Vehicles
15 years
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.
F- 11
IT TECH PACKAGING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Statutory Reserves
According to the laws and regulations in
the PRC, the Company is required to provide for certain statutory funds, namely, a reserve fund by an appropriation from net profit
after taxation but before dividend distribution based on the local statutory financial statements of the PRC subsidiary and variable
interest entity prepared in accordance with the PRC accounting principles and relevant financial regulations.
Each of the Company’s wholly owned
subsidiary and variable interest entity in the PRC are required to allocate at least 10% of its net profit to the reserve fund
until the balance of such fund has reached 50% of its registered capital. Appropriations of additional reserve fund are determined
at the discretion of its directors. The reserve fund can only be used, upon approval by the relevant authority, to offset accumulated
losses or increase capital.
For the years ended December 31, 2019 and
2018, IT Tech Packaging made transfers of $nil to this reserve fund. As a result of net loss in fiscal year 2019 and 2018 of Baoding
Shengde, no statutory reserves were provided for the year ended December 31, 2019 and 2018. The Company’s variable interest
entity Dongfang Paper, the statutory reserve account of which has been fully funded for 50% of its registered capital in the amount
of RMB 75,030,000 (or approximately $11,811,470) since December 31, 2010, did not make any transfer to statutory reserves during
the years ended December 31, 2019 and 2018.
Employee Benefit Plan
Full time employees of the PRC entities
participate in a government mandated multi-employer defined contribution plan pursuant to which certain pension benefits, medical
care, unemployment insurance and other welfare benefits are provided to employees. The total provision for such employee benefits
was $nil for the years ended December 31, 2019 and 2018.
Revenue Recognition
The Company adopted ASC Topic 606, Revenue
from Contracts with Customers , and all subsequent ASUs that modified ASC 606 on April 1, 2017 using the full
retrospective method which requires the Company to present the financial statements for all periods as if Topic 606 had been
applied to all prior periods. The company derives revenue principally from producing and sales of paper products. Revenue
from contracts with customers is recognized using the following five steps:
1. Identify the contract(s) with a customer;
2. Identify the performance obligations in the contract;
3. Determine the transaction price;
4. Allocate the transaction price to the performance obligations
in the contract; and
5. Recognize revenue when (or as) the entity satisfies a
performance obligation.
A contract contains a promise (or promises) to transfer goods
or services to a customer. A performance obligation is a promise (or a group of promises) that is distinct. The transaction price
is the amount of consideration a company expects to be entitled from a customer in exchange for providing the goods or services.
The unit of account for revenue recognition is a performance
obligation (a good or service). A contract may contain one or more performance obligations. Performance obligations are accounted
for separately if they are distinct. A good or service is distinct if the customer can benefit from the good or service either
on its own or together with other resources that are readily available to the customer, and the good or service is distinct in
the context of the contract. Otherwise performance obligations are combined with other promised goods or services until the Company
identifies a bundle of goods or services that is distinct. Promises in contracts which do not result in the transfer of a good
or service are not performance obligations, as well as those promises that are administrative in nature, or are immaterial in the
context of the contract. The Company has addressed whether various goods and services promised to the customer represent distinct
performance obligations. The Company applied the guidance of ASC Topic 606-10-25-16 through 18 in order to verify which promises
should be assessed for classification as distinct performance obligations.
The
Company’s revenue is primary derived from sales of paper products. The Company recognizes revenue when goods are delivered,
when 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 customer’s truck picks
up goods at our finished goods inventory warehouse.
Shipping Cost
Substantially all customers use their own
trucks or hire commercial trucking companies to pick up goods from the Company. The Company usually incurs no shipping cost for
delivery of goods to customers. For those rare situations where products are not shipped utilizing customer specified shipping
services, the Company charges customers a shipping fee which is included in net revenues and was not material. Freight-in and handling
costs incurred by the Company with respect to purchased goods are recorded as a component of inventory cost and charged to cost
of sales when the inventory items are sold.
F- 12
IT TECH PACKAGING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Advertising
The Company expenses all advertising and
promotion costs as incurred. The Company incurred $nil of advertising and promotion costs for the years ended December 31, 2019
and 2018.
Research and development costs
Research and development costs are expensed
as incurred and included in selling, general and administrative expenses. Research and development expenses incurred $74,825 and
$30,194 for the years ended December 31, 2019 and 2018, respectively.
Borrowing costs
Borrowing costs attributable directly to
the acquisition, construction or production of qualifying assets which require a substantial period of time to be ready for their
intended use or sale, are capitalized as part of the cost of those assets. Income earned on temporary investments of specific borrowings
pending their expenditure on those assets is deducted from borrowing costs capitalized. All other borrowing costs are recognized
in interest expenses in the period in which they are incurred.
Government subsidies
A government subsidy is not recognized
until there is reasonable assurance that: (a) the enterprise will comply with the conditions attached to the grant; and (b) the
grant will be received. When the Company received the government subsidies but the conditions attached to the grants have not been
fulfilled, such government subsidies are deferred and recorded under other payables and accrued expenses, and other long-term liability.
The classification of short-term or long-term liabilities is depended on the management’s expectation of when the conditions
attached to the grant can be fulfilled. For the years ended December 31, 2019 and 2018, the Company received government subsidies
of $261,136 and $241,189, which are recognized as subsidy income in the consolidated statements of income in that fiscal year.
Income Taxes
The Company accounts for income taxes pursuant
to ASC Topic 740, Income Taxes. Income taxes are provided on an asset and liability approach for financial accounting and reporting
of income taxes. Any tax paid by subsidiaries during the year is recorded. Current tax is based on the profit or loss from ordinary
activities adjusted for items that are non-assessable or disallowable for income tax purpose and is calculated using tax rates
that have been enacted or substantively enacted at the balance sheet date. ASC Topic 740 also requires the recognition of deferred
tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets
and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carry-forwards. ASC Topic
740 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets.
Realization of deferred tax assets, including those related to the U.S. net operating loss carry-forwards, are dependent upon future
earnings, if any, of which the timing and amount are uncertain.
The Company adopted ASC Topic 740-10-05, Income
Tax , which provides guidance for recognizing and measuring uncertain tax positions, it prescribes a threshold condition that
a tax position must meet for any of the benefits of the uncertain tax position to be recognized in the financial statements. It
also provides accounting guidance on derecognizing, classification and disclosure of these uncertain tax positions.
The Company’s policy on classification
of all interest and penalties related to unrecognized income tax positions, if any, is to present them as a component of income
tax expense.
Value Added Tax
Both the PRC subsidiary and variable interest
entity of the Company are subject to value added tax (“VAT”) imposed by the PRC government on its purchase and sales
of goods. The output VAT is charged to customers who purchase goods from the Company and the input VAT is paid when the Company
purchases goods from its vendors. VAT rate is 17% (before May 1, 2018),
16% (after May 1, 2018) and 13% (after April 1, 2019) in general, depending on the types of products purchased and sold.
The input VAT can be offset against the output VAT. Debit balance of VAT payable represents a credit against future collection
of output VAT instead of a receivable due from government.
Comprehensive Income (Loss)
The Company presents comprehensive income
(loss) in accordance with ASC Topic 220, Comprehensive Income . ASC Topic 220 states that all items that are required
to be recognized under accounting standards as components of comprehensive income (loss) be reported in the consolidated financial
statements. The components of comprehensive income (loss) were the net income for the years and the foreign currency translation
adjustments.
F- 13
IT TECH PACKAGING, INC.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
Earnings Per Share
Basic earnings per share is computed by
dividing the net income attributable to the common stockholders by the weighted average number of shares of common stock outstanding
during the period. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased
to include the number of additional common shares that would have been outstanding if the potential common shares had been issued
and if the additional common shares were dilutive.
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.
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.
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 December 31, 2019 and 2018, the carrying value of the Company’s short term financial instruments,
such as cash and bank balances, accounts receivable, accounts and notes payable, short-term bank loans and balance due to related
parties, approximate at their fair values because of the short maturity of these instruments; while loans from credit union, loans
from a related party and obligation under capital lease 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.
The Company does not have any assets and liabilities measured
at fair value on a recurring basis as of December 31, 2019 and 2018.
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.
F- 14
IT TECH PACKAGING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(3) Restricted Cash
Restricted cash of as
of December 31, 2019 was nil. Restricted cash of $3,642,616 as of December 31, 2018 was presented for the cash deposited at the
Bank of Cangzhou for purpose of securing the bank acceptance notes from these banks (see Note (9)). The restriction has been lifted
upon the maturity of the notes payable on January 10, 2019.
(4) Inventories
Raw materials inventory includes mainly
recycled paper and coal. Finished goods include mainly products of corrugating medium paper and offset printing paper. Inventories
consisted of the following as of and December 31, 2019 and 2018:
December 31,
December 31,
2019
2018
Raw Materials
Recycled paper board
$ 40,032
$ 412,317
Recycled white scrap paper
10,541
611,861
Coal & gas
41,675
167,230
Base paper and other raw materials
293,935
164,295
386,183
1,355,703
Semi-finished Goods
83,266
-
Finished Goods
1,212,849
1,567,813
Total inventory, gross
1,682,298
2,923,516
Inventory reserve
(74,835 )
-
Total inventory, net
$ 1,607,463
$ 2,923,516
(5) Prepayments and other current assets
Prepayments and other current assets consisted
of the following as of December 31, 2019 and 2018:
December 31,
December 31,
2019
2018
Prepaid land lease
$ 301,023
$ 437,114
Prepayment for purchase of materials
5,394,297
-
Value-added tax recoverable
5,666,975
5,760,280
Others
250,946
43,905
$ 11,613,241
$ 6,241,299
F- 15
IT TECH PACKAGING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(6) Property, plant and equipment
As of December 31, 2019 and 2018, property,
plant and equipment consisted of the following:
December 31,
December 31,
2019
2018
Property, Plant, and Equipment:
Land use rights
$ 11,689,114
$ 11,881,571
Building and improvements
70,811,803
94,127,348
Machinery and equipment
152,954,020
159,651,736
Vehicles
587,806
597,484
Construction in progress
6,399,986
5,005,041
Totals
242,442,729
271,263,180
Less: accumulated depreciation and amortization
(90,825,877 )
(103,433,464 )
Property, Plant and Equipment, net
$ 151,616,852
$ 167,829,716
As of December 31, 2019 and December 31,
2018, land use rights represented two parcel of state-owned lands located in Xushui District of Hebei Province in China, with lease
terms of 50 years expiring from 2061 to 2066.
Construction in progress mainly represents
payments for improvement of the office building and essentially all industrial-use buildings in the Headquarters Compound (the
“Industrial Buildings”).
F- 16
IT TECH PACKAGING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2019 and 2018, certain
property, plant and equipment of Dongfang Paper with net values of $3,935,270 and $5,782,640, respectively, have been pledged pursuant
to a long-term loan from credit union of Dongfang Paper. Land use right of Dongfang Paper with net values of $5,757,546 as of December
31, 2019 was pledged for the bank loan from Bank of Industrial & Commercial Bank of China. Land use right of Hebei Tengsheng
with net value of $5,200,452 as of December 31, 2019 was pledged for a long-term loan from credit union of Baoding Shengde. In
addition, land use right of Hebei Tengsheng with net value of $8,056,930 as of December 31, 2019 was pledged for another long-term
loan from credit union of Baoding Shengde. See ” Short-term bank loans ” under Note (7), Loans Payable, for
details of the transaction and asset collaterals.
Depreciation and amortization of property,
plant and equipment was $15,304,039 and $14,290,919 for the years ended December 31, 2019 and 2018, respectively. Impairment loss
was recorded for certain inactive production line in the amount of $nil and $3,894,461 for the years ended December 31, 2019 and
2018, respectively.
(7) Loans Payable
Short-term bank loans
December 31,
December 31,
2019
2018
Industrial and Commercial Bank of China (“ICBC”) Loan 1
(a)
$ -
$ 4,079,730
Bank of Cangzhou
(b)
-
5,099,662
ICBC Loan 2
(c)
-
2,622,683
ICBC Loan 3
(d)
6,163,814
-
Total short-term bank loans
$ 6,163,814
$ 11,802,075
(a)
On February 6, 2018, the Company entered into a working capital loan agreement with the ICBC, with a balance of $4,079,730 as of December 31, 2018. The working capital loan was guaranteed by Hebei Tengsheng with its land use right pledged as collateral for the benefit of the bank. The loan bore a fixed interest rate of 5.4% per annum. The loan was due and repaid on January 28, 2019.
(b)
On January 2, 2018, the Company entered into a working capital loan agreement with the Bank of Cangzhou, with a balance of $5,099,662 as of December 31, 2018. The loan bore a fixed interest rate of 6.09% per annum. The working capital loan was secured by the Company’s land use right and guaranteed by the Company’s CEO and Baoding Shengde with its production equipment as collateral for the benefit of the bank. The loan was due and repaid on January 3, 2019.
(c)
On November 22, 2018, the Company entered into a working capital loan agreement with the ICBC, with a balance of $2,622,683 as of December 31, 2018. The working capital loan was secured by the Company’s land use right as collateral for the benefit of the bank. The loan bore a fixed interest rate of 4.741% per annum. The loan was repaid on October 19, 2019.
F- 17
IT TECH PACKAGING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(d) On December 20, 2019, the Company entered into a working
capital loan agreement with the ICBC, with a balance of $6,163,814 as of December 31, 2019. The working capital loan was secured
by land use right of Hebei Tengsheng as collateral for the benefit of the bank. The loan bears a fixed interest rate of 4.785%
per annum. The loan will be due and repaid by December 23, 2020.
As of December 31, 2019, there were guaranteed
short-term borrowings of $6,163,814 and unsecured bank loans of $nil. As of December 31, 2018, there were guaranteed short-term
borrowings of $11,802,075 and unsecured bank loans of $nil.
The average short-term borrowing rates
for the years ended December 31, 2019 and 2018 were approximately 4.93% and 5.66%, respectively.
Long-term loans from credit union
As of December 31, 2019 and 2018, loans
payable to Rural Credit Union of Xushui County, amounted to $8,973,367 and $7,197,808, respectively.
December 31,
December 31,
2019
2018
Rural Credit Union of Xushui District Loan 1
$ 1,232,763
$ 1,253,060
Rural Credit Union of Xushui District Loan 2
3,583,613
3,642,615
Rural Credit Union of Xushui District Loan 3
-
2,302,133
Rural Credit Union of Xushui District Loan 4
2,293,512
-
Rural Credit Union of Xushui District Loan 5
1,863,479
-
Total
8,973,367
7,197,808
Less: Current portion of long-term loans from credit union
(1,605,459 )
(2,491,549 )
Long-term loans from credit union
$ 7,367,908
$ 4,706,259
As of December 31, 2019, the Company’s
long-term debt repayments for the next four years were as follows:
Fiscal year
Amount
2020
$ 1,605,459
2021
3,067,573
2022
1,576,790
2023
2,723,545
Total
8,973,367
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 December 31, 2019 and 2018, total
outstanding loan balance was $1,232,763 and $1,253,060, respectively, Out of the total outstanding loan balance, current portion
amounted were $143,345 and $87,423 as of December 31, 2019 and 2018, respectively, which are presented as current liabilities in
the consolidated balance sheet and the remaining balance of $1,089,418 and $1,165,637 are presented as non-current liabilities
in the consolidated balance sheet as of December 31, 2019 and 2018, respectively.
F- 18
IT TECH PACKAGING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 $3,935,270 and $5,782,640 as of December 31, 2019 and 2018, respectively.
Interest payment is due quarterly and bears a fixed rate of 0.64% per month. As of December 31, 2019 and 2018, the total outstanding
loan balance was $3,583,613 and $3,642,615, respectively. Out of the total outstanding loan balance, current portion amounted were
$172,013 and $101,993 as of December 31, 2019 and 2018 respectively, which are presented as current liabilities in the consolidated
balance sheet and the remaining balance of $3,411,600 and $3,540,622 are presented as non-current liabilities in the consolidated
balance sheet as of December 31, 2019 and 2018, respectively.
On April 20, 2017, the Company entered
into a loan agreement with the Rural Credit Union of Xushui District for a term of 2 years, which is due and payable in various
installments from August 26, 2017 to April 19, 2019. The loan was guaranteed by Hebei Tengsheng with its land use right pledged
as collateral for the benefit of the bank. Interest payment was due quarterly and bore a fixed rate of 0.6% per month. As of December
31, 2019 and December 31, 2018, the total outstanding loan balance was $nil and $2,302,133, respectively, which are presented as
non-current liabilities in the consolidated balance sheet as of December 31, 2019 and 2018, 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 is secured by Hebei Tengsheng with its land use right as collateral
for the benefit of the bank. Interest payment is due quarterly and bears a fixed rate of 0.6% per month. As of December 31, 2019
and 2018, the total outstanding loan balance was $2,293,512 and $nil, respectively. Out of the total outstanding loan balance,
current portion amounted were $1,146,756 and $nil as of December 31, 2019 and 2018, respectively, which are presented as current
liabilities in the consolidated balance sheet and the remaining balance of $1,146,756 and $nil are presented as non-current liabilities
in the consolidated balance sheet as of December 31, 2019 and 2018, respectively.
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 was due and payable in various
installments from June 21, 2020 to December 11, 2021. The loan is secured by Hebei Tengsheng with its land use right as collateral
for the benefit of the bank. Interest payment is due monthly and bears a fixed rate of 7.56% per annum. As of December 31, 2019
and 2018, the total outstanding loan balance was $1,863,479 and $nil, respectively. Out of the total outstanding loan balance,
current portion amounted were $143,345 and $nil as of December 31, 2019 and 2018, respectively, which are presented as current
liabilities in the consolidated balance sheet and the remaining balance of $1,720,134 and $nil are presented as non-current liabilities
in the consolidated balance sheet as of December 31, 2019 and 2018, respectively.
Total interest expenses for the short-term
bank loans and long-term loans for the years ended December 31, 2019 and 2018 were $831,732 and $1,214,708, respectively.
F- 19
IT TECH PACKAGING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(8) Related Party Transactions
Mr Zhenyong Liu, the Company’s CEO
has loaned money to Dongfang Paper for working capital purposes over a period of time. On January 1, 2013, Dongfang Paper and Mr.
Zhenyong Liu renewed the three-year term loan previously entered on January 1, 2010, and extended the maturity date further to
December 31, 2015. On December 31, 2015, the Company paid off the loan of $2,249,279, together with interest of $391,374 for the
period from 2013 to 2015. Approximately $367,441 and $373,490 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 December 31,
2019 and 2018, 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 December 31, 2019 and 2018, approximately $43,003 and $43,711 of interest 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 December 31, 2019 and 2018, the outstanding loan balance were $nil and $2,185,569, respectively, and the accrued interest
was $197,009 and $200,253, respectively, which was recorded in other payables and accrued liabilities as part of the current liabilities
in the consolidated balance sheet.
As of December 31, 2019 and 2018, total
amount of loans due to Mr. Zhenyong Liu were $nil and $2,185,569, respectively. The interest expense incurred for such related
party loans are $94,636 and $277,411 for the years ended December 31, 2019 and 2018, respectively. The accrued interest owe to
the CEO was approximately $607,453 and $617,454, as of December 31, 2019 and 2018, respectively, which was recorded in other payables
and accrued liabilities.
As of December 31, 2019 and 2018, amount
due to shareholder are $483,433 and $210,148, respectively, which represents funds from shareholders to pay for various expenses
incurred in the U.S. The amount is due on demand with interest free.
Sale of Headquarters Compound Real Properties
to 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 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. Sales of the LUR and the Industrial
Buildings were completed in year 2013.
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 $145,037 (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 for another four years in total, with the same rental payment as original lease agreement.
F- 20
IT TECH PACKAGING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(9) Notes payable
Notes payable was nil as of December 31,
2019. As of December 31, 2018, the Company had bank acceptance notes of $3,642,616 from the Bank of Cangzhou to one of its major
suppliers for settling purchase of raw materials. The acceptance notes are used to essentially extend the payment of accounts payable
and are issued under the banking facilities obtained from bank as well as the restricted bank deposit of $3,642,616 in the bank
as mentioned in Note (3). The bank acceptance notes from the bank bore interest rate at nil% per annum and 0.05% of notes amount
as handling charge. The acceptance notes were due and paid off in January 2019.
(10) Other payables and accrued liabilities
Other payables and accrued liabilities
consist of the following:
December 31,
December 31,
2019
2018
Accrued electricity
$ 129,466
$ 186,780
Value-added tax payable
854,728
520,190
Accrued interest to a related party
607,453
617,454
Payable for purchase of equipment
3,936,047
8,788,924
Accrued commission to salesmen
17,162
62,247
Others
958,154
47,201
Totals
$ 6,503,010
$ 10,222,796
(11) Common Stock
Issuance of common stock to investors
On August 27, 2014, the Company issued
1,562,500 shares of our common stock and warrants to purchase up to 781,250 shares of our common stock (the “Offering”).
Each share of common stock and accompanying warrant was sold at a price of $1.60.
Issuance of common stock pursuant to
the 2012 Incentive Stock Plan and 2015 Omnibus Equity Incentive
On January 12, 2016, the Company granted
an aggregate of 1,133,916 shares of common stock under its compensatory incentive plans to nine officers, directors and employees
of and a consultant when the stock was at $1.25 per share, as compensation for their services in the past years, of which 168,416
shares of common stock were granted under the 2012 Incentive Stock Plan and 965,500 shares were granted under the 2015 Omnibus
Equity Incentive. Please see Note (15), Stock Incentive Plans for more details. Total fair value of the stock was calculated at
$1,417,395 as of the date of grant.
On September 13, 2018, the compensation
committee granted an aggregate of 534,500 shares of common stock at $0.88 per share to fifteen officers, directors and employees
of the Company, which were granted under the 2015 Omnibus Equity Incentive Plan. Total fair value of the shares of common stock
granted was calculated at $470,360 as of the date of issuance.
Issuance of common stock to Weitian
On October 15, 2018, the Company entered
an agreement with Weitian Group LCC (“Weitian”) and agreed as compensation to issue to Weitian in the aggregate of
70,000 shares of common stock for investor relation consulting service rendered from October 15, 2018 to October 15, 2019. 37,500
shares of common stock were issued to Weitain on November 12, 2018. Total fair value of the shares of common stock granted was
calculated at $32,625 at $0.87 per share. 32,500 shares of common stock were issued to Weitain on August 13, 2019. Total fair
value of the shares of common stock granted was calculated at $17,550 at $0.54 per share.
F- 21
IT TECH PACKAGING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(12) Earnings Per Share
For the years ended December 31, 2019 and
2018, basic and diluted net income per share are calculated as follows:
Year Ended
December 31,
2019
2018
Basic income (loss) per share
Net income (loss) for the year - numerator
$ 2,221,182
$ (10,545,684 )
Weighted average common stock outstanding - denominator
22,034,905
21,618,305
Net income (loss) per share
$ 0.10
$ (0.49 )
Diluted income (loss) per share
Net income (loss) for the year - numerator
$ 2,221,182
$ (10,545,684 )
Weighted average common stock outstanding - denominator
22,034,905
21,618,305
Effect of dilution
-
-
Weighted average common stock outstanding - denominator
22,034,905
21,618,305
Diluted income (loss) per share
$ 0.10
$ (0.49 )
(13) 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 34%
and 0%, respectively. On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “2017 TCJAAct”), which
significantly changed U.S. tax law. The Act 2017 TCJA lowered the Company’s U.S. statutory federal income tax rate from the
highest rate of 35% to 21% effective January 1, 2018, while also imposing a deemed repatriation tax on deferred foreign income
which requires companies to pay a one-time transition tax on previously unremitted earnings of non-U.S. subsidiaries that were
previously tax deferred and creates new taxes on certain foreign sourced earnings. The SEC staff issued Staff Accounting Bulletin
(SAB) 118, which provides guidance on accounting for enactment effects of the 2017 TCJA. SAB 118 provides a measurement period
of up to one year from the 2017 TCJA’s enactment date for companies to complete their accounting under ASC 740. In accordance
with SAB 118, to the extent that a company’s accounting for certain income tax effects of the 2017 TCJA is incomplete but
it is able to determine a reasonable estimate, it must record a provisional estimate in its financial statements. If a company
cannot determine a provisional estimate to be included in its financial statements, it should continue to apply ASC 740 on the
basis of the provisions of the tax laws that were in effect immediately before the enactment of the 2017 TCJA.
In connection with
the Company’s initial analysis of the impact of the enactment of the 2017 TCJA, the Company recorded a net tax expense of
approximately $80,000 in the fourth quarter of 2017. For various reasons that are discussed more fully below, including the issuance
of additional technical and interpretive guidance, the Company has not completed its accounting for the income tax effects of certain
elements of the 2017 TCJA. However, with respect to the following, the Company was able to make reasonable estimates of the 2017
TCJA’s effects and, as such, recorded provisional amounts:
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 $80,000 in the fourth quarter of 2017. However, the Company is continuing to gather additional information and
will consider additional technical guidance to more precisely compute and account for the amount of the transition tax. This amount
may change when the Company finalizes the calculation of post-1986 foreign E&P previously deferred from U.S. federal taxation
and finalizes the amounts held in cash or other specified assets. The 2017 TCJA’s transition tax is payable over eight years
beginning in 2018. Hence, the Company only provided $6,528 for the year ended 31 December 2017.
F- 22
IT TECH PACKAGING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 25%.
The provisions for income taxes for the
years ended December 31, 2019 and 2018 were as follows:
Year Ended
December 31,
2019
2018
Provision for Income Taxes
Current Tax Provision U.S.
$ 14,747
$ 8,189
Current Tax Provision PRC
3,431,038
230,322
Deferred Tax Provision PRC
(2,369,683 )
(2,089,439 )
Total Provision for (Deferred tax benefit)/ Income Taxes
$ 1,076,102
$ (1,850,928 )
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 aggregate net operating losses of approximately $nil
and $6,710,939 for U.S. income tax purposes for the years ended December 31, 2018 and 2017, respectively. The net operating loss
carried forward may be available to reduce future years’ taxable income. These carry forwards would expire, if not utilized,
during the period of 2030 through 2035. As of December 31, 2019, management believed that the realization of all the U.S. income
tax benefits from these losses, which generally would generate a deferred tax asset if it can be expected to be utilized in the
future, appears not more than likely due to the Company’s limited operating history and continuing losses for United States
income tax purposes. Accordingly, As of December 31, 2019, the Company provided a 100% valuation allowance on the U.S. deferred
tax asset benefit to reduce the total deferred tax asset to the amount realizable for the PRC income tax purposes. Management reviews
this valuation allowance periodically and will make adjustments as warranted. A summary of the otherwise deductible (or taxable)
deferred tax items is as follows:
December 31,
2019
2018
Deferred tax assets
Depreciation and amortization of property, plant and equipment
$ 9,277,009
$ 7,097,828
Impairment of property, plant and equipment
521,803
546,531
Miscellaneous
277,511
289,799
Net operating loss carryover of PRC company
408,730
342,933
Net operating loss carryover for U.S. income tax purposes
-
-
Total deferred tax assets
10,485,053
8,277,091
Less: Valuation allowance
-
-
Total deferred tax assets, net
$ 10,485,053
$ 8,277,091
F- 23
IT TECH PACKAGING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table reconciles the statutory rates to the Company’s
effective tax rate as of:
Year ended
December 31,
2019
2018
PRC Statutory rate
25.0 %
25.0 %
Effect of the U.S. Transition Tax under the 2017 TCJA
-
-
Effect of different tax jurisdiction
-
-
Effect of expenses not deductible for PRC tax purposes
23.4 %
31.3 %
(Over) Under-provision in previous year
-
-
Change in valuation allowance
-
-
Other
-
(38.7 )%
Effective income tax rate
48.4 %
17.6 %
During the years ended December 31, 2019
and 2018, the effective income tax rate was estimated by the Company to be 48.4% and 17.6%, respectively.
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 believes 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 5 years. The completion
of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s
liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly
or annual period based, in part, upon the results of operations for the given period. As of December 31, 2019 and 2018, management
considered that the Company had no uncertain tax positions affecting its consolidated financial position and results of operations
or cash flows, and will continue to evaluate for any uncertain position in future. There are no estimated interest costs and penalties
provided in the Company’s consolidated financial statements for the years ended December 31, 2019 and 2018, respectively.
The Company’s tax positions related to open tax years are subject to examination by the relevant tax authorities and the
major one is the China Tax Authority.
F- 24
IT TECH PACKAGING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(14) Stock Incentive Plans
Issuance of common stock pursuant to
the 2011 Incentive Stock Plan and 2012 Incentive Stock Plan
On August 28, 2011, the Company’s
Annual General Meeting approved the 2011 Incentive Stock Plan ofIT Tech Packaging, Inc. (the “2011 ISP”) as previously
adopted by the Board of Directors on July 5, 2011. Under the 2011 ISP, the Company may grant an aggregate of 375,000 shares of
the Company’s common stock to the Company’s directors, officers, employees or consultants. No stock or option was issued
under the 2011 ISP until January 2, 2012, when the Compensation Committee granted 109,584 shares of restricted common stock to
certain officers and directors of the Company when the stock was at $3.45 per share, as compensation for their services in the
past years. Total fair value of the stock was calculated at $378,065 as of the date of issuance.
On September 10, 2012, the Company’s
Annual General Meeting approved the 2012 Incentive Stock Plan of IT Tech Packaging, Inc. (the “2012 ISP”) as previously
adopted by the Board of Directors on July 4, 2012. Under the 2012 ISP, the Company may grant an aggregate of 200,000 shares of
the Company’s common stock to the Company’s directors, officers, employees or consultants. Specifically, the Board
and/or the Compensation Committee have authority to (a) grant, in its discretion, Incentive Stock Options or Non-statutory Options,
Stock Awards or Restricted Stock Purchase Offers; (b) determine in good faith the fair market value of the stock covered by any
grant; (c) determine which eligible persons shall receive grants and the number of shares, restrictions, terms and conditions to
be included in such grants; and (d) make all other determinations necessary or advisable for the 2012 ISP’s administration.
On December 31, 2013, the Compensation Committee granted restricted common shares of 297,000, out of which 265,416 shares were
granted under the 2011 ISP and 31,584 shares under the 2012 ISP, to certain officers, directors and employees of the Company when
the stock was at $2.66 per share, as compensation for their services in the past years. Total fair value of the stock was calculated
at $790,020 as of the date of grant.
2015 Incentive Plan
On August 29, 2015, the Company’s
Annual General Meeting approved the 2015 Omnibus Equity Incentive Plan of IT Tech Packaging, Inc. (the “2015 ISP”)
as previously adopted by the Board of Directors on July 10, 2015. Under the 2015 ISP, the Company may grant an aggregate of 1,500,000
shares of the Company’s common stock to the directors, officers, employees and/or consultants of the Company and its subsidiaries.
On January 12, 2016, the Compensation Committee granted un-restricted common shares of 1,133,916, of which 168,416 shares were
granted under the 2012 ISP and 965,500 shares under the 2015 ISP, to certain officers, directors, employees and a consultant of
the Company as compensation for their services in the past years. Total fair value of the stock was calculated at $1,417,395 as
of the date of issuance at $1.25 per share.
On September 13, 2018, the compensation
committee granted an aggregate of 534,500 shares of common stock to fifteen officers, directors and employees of the Company, which
were granted under the 2015 Omnibus Equity Incentive Plan. Total fair value of the shares of common stock granted was calculated
at $470,360 as of the date of issuance at $0.88 per share.
2019 Incentive Plan
On October 31, 2019, the shareholders of
the Company at the Company’s Annual Shareholders General Meeting adopted and approved the 2019 Omnibus Equity Incentive Plan
of IT Tech Packaging, Inc. (the “2019 ISP”). Under the 2019 ISP, the Company has reserved a total of 2,000,000 shares
of common stock for issuance as or under awards to be made to the directors, officers, employees and/or consultants of the Company
and its subsidiaries.
(15) Commitments and Contingencies
Operating Lease
The Company leases 32.95 acres of land
from a local government in Xushui District, Baoding City, Hebei, China through a real estate lease with a 30-year term, which expires
on December 31, 2031. The lease requires an annual rental payment of approximately $17,404 (RMB 120,000). This operating lease
is renewable at the end of the 30-year term.
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 $ 145,037 (RMB 1,000,000), for a total term of up to five years.
Future minimum lease payments are as follows:
December 31,
Amount
2020
100,819
2021
17,201
2022
17,201
2023
17,201
2024
17,201
Thereafter
120,409
Total operating lease payments
$ 290,034
F- 25
IT TECH PACKAGING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Capital commitment
As of December 31, 2019, the Company has signed several contracts for improvement of Industrial Buildings. Total outstanding
commitments under these contracts were $1,101,989 and $2,300,187 as of December 31, 2019 and 2018, respectively. The Company
expected to pay off all the balances within 1 year.
On June 25, 2019, Dongfang Paper entered into an acquisition agreement
with 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. The consideration for the acquisition
is RMB 320 million (approximately $45 million) and is payable by December 31, 2021.
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 December 31, 2019
and 2018, the Company guaranteed its long-term loan from financial institutions amounting to $4,443,680 (RMB31,000,000) and $4,516,843
(RMB31,000,000), respectively, that matured at various times in 2018-2023. If Huanrun Trading Co., were to become insolvent, the
Company could be materially adversely affected.
(16) Segment Reporting
Since March 10, 2010, Baoding Shengde started
its operations and thereafter the Company manages its operations through two business operating segments: Dongfang Paper, which
produces offset printing paper and corrugating medium paper, and Baoding Shengde, which produces digital photo paper. They are
managed separately because each business requires different technology and marketing strategies.
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.
Summarized financial information for the
two reportable segments is as follows:
Year Ended
December 31, 2019
Dongfang
Hebei
Baoding
Not Attributable
Elimination
Enterprise-wide,
Paper
Tengsheng
Shengde
to Segments
of Inter-segment
consolidated
Revenues
$ 113,072,638
$ 4,541,099
$ 1,149
$ -
$ -
$ 117,614,886
Gross profit
15,722,266
(2,030,942 )
(11,806 )
-
-
13,679,518
Depreciation and amortization
8,812,363
6,491,653
23
-
-
15,304,039
Loss from impairment and disposal of property, plant and equipment
-
-
-
-
-
-
Interest income
64,313
108
296
-
-
64,717
Interest expense
758,177
-
168,191
-
-
926,368
Income tax expense(benefit)
2,769,607
(1,632,012 )
(76,239 )
14,747
-
1,076,103
Net income (loss)
8,302,244
(5,444,598 )
(157,607 )
(478,857 )
2,221,182
Total Assets
73,347,811
99,747,236
17,031,392
71,991
-
190,198,430
Year Ended
December 31, 2018
Dongfang
Hebei
Baoding
Not Attributable
Elimination
Enterprise-wide,
Paper
Tengsheng
Shengde
to Segments
of Inter-segment
consolidated
Revenues
$ 86,733,136
$ -
$ 13,622
$ -
$ -
$ 86,746,758
Gross profit (loss)
5,823,725
-
(3,324 )
-
-
5,820,401
Depreciation and amortization
13,557,960
-
732,959
-
-
14,290,919
Loss from disposal of property, plant and equipment
9,881
-
3,894,461
-
-
3,904,342
Interest income
36,234
-
398
-
-
36,632
Interest expense
1,318,252
-
173,867
-
-
1,492,119
Income tax expense(benefit)
(1,623,468 )
-
(235,649 )
8,189
-
(1,850,928 )
Net income (loss)
(5,029,497 )
-
(4,612,001 )
(904,186 )
-
(10,545,684 )
Total assets
183,987,100
-
19,068,788
20,122
-
203,076,010
F- 26
IT TECH PACKAGING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(17) Concentration and Major Customers
and Suppliers
For the years ended December 31, 2019 and
2018, the Company had no single customer contributed over 10% of total sales. For the year ended December 31, 2019, the Company
had two major suppliers that accounted for 74% and 12% of total purchases by the Company.
For the year ended December 31, 2018, the
Company had two major suppliers that accounted for 82% and 7% of total purchases by the Company.
(18) 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 December 31, 2018 and December
31, 2017. On May 1, 2015, the new “Deposit Insurance Regulations” was effective in the PRC that the maximum protection
would be up to RMB500,000 (US$71,672) per depositor per insured financial intuition, including both principal and interest. For
the cash placed in financial institutions in the United States, the Company’s U.S. bank accounts are all fully covered by
the FDIC insurance as of December 31, 2019 and 2018, while for the cash placed in financial institutions in the PRC, the balances
exceeding the maximum coverage of RMB500,000 amounted to RMB38,779,345 (US$5,558,806) as of December 31, 2019.
(19) Risks and Uncertainties
IT Tech Packaging 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.
(20) Recent Accounting Pronouncements
In June 2016, the FASB issued ASU No. 2016-13,
“Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU
2016-13”). Financial Instruments-Credit Losses (Topic 326) amends guidelines on reporting credit losses for assets held at
amortized cost basis and available-for-sale debt securities. For assets held at amortized cost basis, Topic 326 eliminates the
probable initial recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of all
expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of
the financial assets to present the net amount expected to be collected. For available-for-sale debt securities, credit losses
should be measured in a manner similar to current GAAP, however Topic 326 will require that credit losses be presented as an allowance
rather than as a write-down. ASU 2016-13 affects entities holding financial assets and net investment in leases that are not accounted
for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases,
off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have
the contractual right to receive cash. The amendments in this ASU will be effective for fiscal years beginning after December 15,
2019, including interim periods within those fiscal years. We are currently evaluating the impact of the adoption of ASU 2016-13
on our consolidated financial statements.
In August 2018, the FASB issued ASU 2018-13,
Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this standard will remove,
modify and add certain disclosures under ASC Topic 820, Fair Value Measurement, with the objective of improving disclosure effectiveness.
ASU 2018-13 will be effective for the Company’s fiscal year beginning April 1, 2020, with early adoption permitted. The transition
requirements are dependent upon each amendment within this update and will be applied either prospectively or retrospectively.
The Company does not expect ASU 2018-13 to have a material impact to the Company’s consolidated financial statements.
In December 2019, the FASB issued ASU 2019-12, Income Taxes
(Topic 740) Simplifying the Accounting for Income Taxes. The amendments in this Update related to separate financial statements
of legal entities that are not subject to tax should be applied on a retrospective basis for all periods presented. The amendments
related to changes in ownership of foreign equity method investments or foreign subsidiaries should be applied on a modified retrospective
basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The amendments
related to franchise taxes that are partially based on income should be applied on either a retrospective basis for all periods
presented or a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of
the fiscal year of adoption. All other amendments should be applied on a prospective basis. We do not expect the adoption of ASU
2019-12 to have a material impact on our condensed consolidated financial statements.
F- 27
IT TECH PACKAGING,
INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(21) Subsequent Event
None.
(22) Summarized Quarterly Financial
Data (Unaudited)
Quarterly financial information for 2019
and 2018 is as follows:
Quarter
2019
First
Second
Third
Fourth
Revenues
$ 17,450,292
$ 33,619,948
$ 32,937,917
$ 33,606,729
Gross (loss) profit
(192,466 )
2,908,129
5,374,732
5,589,123
(Loss) income from operations
(3,173,939 )
531,667
3,349,306
3,190,765
Net (loss) income
(2,722,595 )
450,070
2,338,027
2,155,680
Net income per share
Basic
$ -0.13
$ 0.02
$ 0.11
$ 0.10
Diluted
$ -0.13
$ 0.02
$ 0.11
$ 0.10
Quarter
2018
First
Second
Third
Fourth
Revenues
$ 1,888,194
$ 33,149,190
$ 26,723,657
$ 24,985,717
Gross (loss) profit
(695,308 )
3,015,422
1,259,343
2,240,944
Loss from operations
(4,519,478 )
(11,730 )
(1,570,353 )
(5,080,753 )
Net (loss) income
(4,086,276 )
109,994
(1,404,962 )
(5,164,440 )
Net income per share
Basic
$ -0.19
$ 0.005
$ -0.07
$ -0.24
Diluted
$ -0.19
$ 0.005
$ -0.07
$ -0.24
F- 28
IT TECH PACKAGING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(23) Condensed Financial Information of the Parent Company
The condensed financial statements of IT
Tech Packaging Inc. (“ITP”, the “parent company”) have been prepared in accordance with accounting principles
generally accepted in the United States of America. Under the PRC laws and regulations, the Company’s PRC subsidiaries are
restricted in their ability to transfer certain of their net assets to the parent company in the form of dividend payments, loans
or advances. The amounts restricted include paid-in capital, capital surplus and statutory reserves, as determined pursuant to
PRC generally accepted accounting principles, totaling $45,589,643 as of December 31, 2019 and 2018.
The following represents condensed unconsolidated
financial information of the parent company only:
CONDENSED BALANCE SHEETS
December 31,
December 31,
2019
2018
ASSETS
Current Assets
Cash and cash equivalents
$ 71,991
$ 2,723
Prepayments and other current assets
-
17,400
Total current assets
71,991
20,123
Investment in subsidiaries
170,426,900
170,520,446
Total Assets
$ 170,498,891
$ 170,540,569
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Inter-company payable
$ 4,503,827
$ 3,990,654
Accrued payroll and employee benefit
-
-
Accrued liabilities
-
-
Income tax payable
-
-
Total current liabilities
4,503,827
3,990,654
Total liabilities
$ 4,503,827
$ 3,990,654
Total stockholders’ equity
165,995,064
166,549,915
Total Liabilities and Stockholders’ Equity
$ 170,498,891
$ 170,540,569
F- 29
IT TECH PACKAGING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)
Year Ended
December 31,
2019
2018
Revenue
-
-
Selling, general and administrative expenses
$ 464,108
$ 895,995
Loss from Operations
(464,108 )
(895,995 )
Equity in earnings of unconsolidated subsidiaries
2,700,039
(9,641,498 )
Other Income (Expense)
-
-
Income before Income Taxes
2,235,931
(10,537,493 )
Provision for Income Taxes
(14,747)
(8,189 )
Net Income
$ 2,221,184
$ (10,545,682 )
Other comprehensive income /(loss)
(2,793,585 )
(8,732,751 )
Total Comprehensive Income (loss)
$ (572,401 )
$ (19,278,433 )
CONDENSED STATEMENTS OF CASH FLOWS
Year Ended
December 31,
2019
2018
Net Cash (Used in) Provided by Operating Activities
$ 6,730
$ (425,127 )
Net Cash Used in Investing Activities
-
-
Net Cash Provided by Financing Activities
513,173
422,692
Net Increase (Decrease) in Cash and Cash Equivalents
69,268
(2,435 )
Cash and Cash Equivalents - Beginning of Year
2,723
5,158
Cash and Cash Equivalents - End of Year
$ 71,991
$ 2,723
BASIS OF PRESENTATION
The condensed financial information has
been prepared using the same accounting policies as set out in the Company’s consolidated financial statements except that
the parent company has used equity method to account for its investments in the subsidiaries.
F- 30
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
On March 23, 2018,
we dismissed our principal independent accountant, BDO China Shu Lun Pan Certified Public Accountants LLP (“BDO”) from
its engagement with the Company, which dismissal was effective immediately. The decision to dismiss BDO as the Company’s
principal independent accountant was approved by the Audit Committee of the Company on March 23, 2018.
There were no disagreements
between the Company and BDO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope
or procedure, within the Company’s two most recent fiscal years ended December 31, 2017 and subsequently up to the date of
dismissal which disagreements that, if not resolved to BDO’s satisfaction, would have caused BDO to make reference to the
subject matter of the disagreement in connection with its report issued in connection with the audit of the Company’s financial
statements.
None of the reportable
events described under Item 304(a)(1)(v)(A)-(D) of Regulation S-K occurred within the Company’s two most recent fiscal years
ended December 31, 2018and subsequently up to the date of dismissal.
BDO’s report
on the Company’s financial statements for each of the fiscal years ended December 31, 2016 and 2015 contained a modification
by BDO raising substantial doubt of the Company’s ability to continue as a going concern. This modification in BDO’s
report for each of the fiscal year 2016 and 2015 financial statements was based on the Company’s working capital deficit.
BDO’s reports did not contain any other adverse opinion or disclaimer of opinion and were not otherwise qualified or modified
as to uncertainty, audit scope or accounting principles.
The Company provided
BDO with a copy of the Form 8-K including the disclosure above before its filing with the SEC, providing BDO with the opportunity
to furnish the Company with a letter addressed to the SEC containing any new information, clarification of the Company’s
expression of its views, or the respect in which BDO does not agree with the statements contained herein. A letter from BDO dated
March 28, 2018 was attached such Form 8-K filed with the SEC on March 29, 2018.
On March 26, 2018,
we engaged WWC, P.C. Certified Accountants (“WWC”) to serve as our principal independent accountant, effective immediately.The
decision to engage WWC as the Company’s principal independent accountant was approved by the Audit Committee of the Company
on March 23, 2018.
During the Company’s
two most recent fiscal years, and any subsequent interim period prior to engaging WWC, the Company did not consult with WWC regarding
(i) the application of accounting principles to a specific completed or proposed transaction, or the type of audit opinion that
might be rendered on the Company’s consolidated financial statements and no written or oral advice was provided by WWC that
was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting
issue or (ii) any matter that was either the subject of a disagreement or event as set forth in Item 304(a)(1)(iv) or Item 304(a)(1)(v)
of Regulation S-K.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.