UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2021
or
☐ TRANSITION REPORT
UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission file
number: 001-34577
IT TECH PACKAGING, INC.
(Exact name of registrant as specified in its charter)
Nevada 20-4158835
(State or other jurisdiction of (IRS Employer
incorporation or organization) identification No.)
Science Park, Juli Rd, Xushui District , Baoding
City
Hebei Province , The People’s Republic
of China 072550
(Address of principal executive offices and Zip
Code)
011 - (86) 312-8698215
(Registrant’s telephone number, including
area code)
(Former name, former address and former fiscal
year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.001 ITP NYSE American
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
☒ No ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act.): Yes ☐ No ☒
As of August 10, 2021, there were 99,049,900 shares of the registrant’s
common stock, par value $0.001, outstanding.
TABLE OF CONTENTS
Part I. - FINANCIAL INFORMATION
1
Item 1. Financial Statements
1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
26
Item 3. Quantitative and Qualitative Disclosures About Market Risk
42
Item 4. Controls and Procedures
42
Part II. - OTHER INFORMATION
43
Item 1. Legal Proceedings
43
Item 1A. Risk Factors
43
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
43
Item 3. Defaults Upon Senior Securities
43
Item 4. Mine Safety Disclosures
43
Item 5. Other Information
43
Item 6. Exhibits
44
SIGNATURES
45
i
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
IT TECH PACKAGING, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2021 AND DECEMBER 31, 2020
(unaudited)
June 30,
December 31,
2021
2020
ASSETS
Current Assets
Cash and bank balances
$ 30,273,543
$ 4,142,437
Restricted cash
-
-
Accounts receivable (net of allowance for doubtful accounts of $ 87,876 and $ 34,391 as of June 30, 2021 and December 31, 2020, respectively)
5,593,270
2,389,057
Inventories
11,671,350
1,233,801
Prepayments and other current assets
15,247,108
7,051,515
Due from related parties
955,526
92,795
Total current assets
63,740,797
14,909,605
Prepayment on property, plant and equipment
21,361,898
21,149,749
Finance lease right-of-use assets, net
2,339,145
2,397,653
Property, plant, and equipment, net
138,564,893
145,142,642
Value-added tax recoverable
2,537,704
2,566,195
Deferred tax asset non-current
10,076,731
13,708,630
Total Assets
$ 238,621,168
$ 199,874,474
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Short-term bank loans
$ 6,422,501
$ 6,435,348
Current portion of long-term loans from credit union
3,142,366
4,996,245
Lease liability
199,544
182,852
Accounts payable
742,720
592,391
Advance from customers
83,454
82,625
Due to related parties
727,433
727,433
Accrued payroll and employee benefits
314,223
224,930
Other payables and accrued liabilities
4,867,038
4,838,601
Income taxes payable
688,441
259,649
Total current liabilities
17,187,720
18,340,074
Loans from credit union
6,547,886
4,597,772
Deferred gain on sale-leaseback
315,298
387,087
Lease liability - non-current
254,029
354,107
Derivative liability
7,072,020
1,115,260
Total liabilities (including amounts of the consolidated VIE without recourse to the Company of $ 18,427,033 and $ 17,950,224 as of June 30, 2021 and December 31, 2020, respectively)
31,376,953
24,794,300
Commitments and Contingencies
Stockholders’ Equity
Common stock, 500,000,000 shares authorized, $ 0.001 par value per share, 99,049,900 and 28,535,816 shares issued and outstanding as of June 30, 2021 and December, 31,2020, respectively
99,050
28,536
Additional paid-in capital
88,927,787
53,989,548
Statutory earnings reserve
6,080,574
6,080,574
Accumulated other comprehensive income
7,688,114
5,740,722
Retained earnings
104,448,690
109,240,794
Total stockholders’ equity
207,244,215
175,080,174
Total Liabilities and Stockholders’ Equity
$ 238,621,168
$ 199,874,474
See accompanying notes to condensed consolidated
financial statements.
1
IT TECH PACKAGING, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME
FOR THE THREE AND SIX MONTHS ENDED JUNE 30,
2021 AND 2020
(Unaudited)
Three Months Ended
Six Months Ended
June 30,
June 30,
2021
2020
2021
2020
Revenues
$ 46,534,915
$ 26,362,273
$ 70,744,342
$ 35,106,124
Cost of sales
( 43,505,895 )
( 23,803,444 )
( 65,884,317 )
( 32,717,014 )
Gross Profit
3,029,019
2,558,829
4,860,024
2,389,110
Selling, general and administrative expenses
( 2,597,611 )
( 3,357,472 )
( 5,152,929 )
( 6,054,435 )
Income (Loss) from Operations
431,408
( 798,643 )
( 292,905 )
( 3,665,325 )
Other Income (Expense):
Interest income
11,719
9,451
16,052
15,241
Subsidy income
1,104
( 979 )
197,891
142,019
Interest expense
( 283,899 )
( 241,436 )
( 562,800 )
( 486,154 )
Gain (loss) on derivative liability
4,509,007
( 27,865 )
872,040
( 27,865 )
Income (Loss) before Income Taxes
4,669,339
( 1,059,472 )
230,278
( 4,022,084 )
Provision for Income Taxes
( 5,122,587 )
79,441
( 5,022,382 )
605,766
Net Loss
( 453,248 )
( 980,031 )
( 4,792,104 )
( 3,416,318 )
Other Comprehensive Income (Loss)
Foreign currency translation adjustment
3,416,162
124,179
1,947,392
( 2,465,575 )
Total Comprehensive Income (Loss)
$ 2,962,914
$ ( 855,852 )
$ ( 2,844,712 )
$ ( 5,881,893 )
Losses Per Share:
Basic and Diluted Losses per Share
$ ( 0.01 )
$ ( 0.04 )
$ ( 0.10 )
$ ( 0.14 )
Outstanding – Basic and Diluted
46,638,550
24,444,761
46,638,550
24,444,761
See accompanying notes to condensed consolidated
financial statements.
2
IT TECH PACKAGING, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2021 AND
2020
(Unaudited)
Six Months Ended
June 30,
2021
2020
Cash Flows from Operating Activities:
Net loss
$ ( 4,792,104 )
$ ( 3,416,318 )
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
8,166,403
7,496,314
(Gain) Loss on derivative liability
( 872,040 )
27,865
(Recovery from) Allowance for bad debts
53,074
( 1,525 )
Share-based compensation and expenses
-
1,242,000
Deferred tax
3,764,689
( 1,021,699 )
Changes in operating assets and liabilities:
Accounts receivable
( 3,229,340 )
( 89,311 )
Prepayments and other current assets
( 8,060,524 )
5,739,395
Inventories
( 10,412,117 )
( 4,291,622 )
Accounts payable
144,206
604,823
Advance from customers
-
87,729
Related parties
( 860,721 )
1,878,231
Accrued payroll and employee benefits
86,928
( 35,990 )
Other payables and accrued liabilities
15,529
( 1,394,793 )
Income taxes payable
425,654
( 968,474 )
Net Cash (Used in) Provided by Operating Activities
( 15,570,363 )
5,856,625
Cash Flows from Investing Activities:
Purchases of property, plant and equipment
( 171,541 )
( 981,150 )
Net Cash Used in Investing Activities
( 171,541 )
( 981,150 )
Cash Flows from Financing Activities:
Proceeds from issuance of shares and warrants, net
41,837,553
2,273,360
Repayment of bank loans
( 77,301 )
-
Payment of capital lease obligation
( 88,661 )
-
Net Cash Provided by Financing Activities
41,671,591
2,273,360
Effect of Exchange Rate Changes on Cash and Cash Equivalents
201,419
( 158,550 )
Net Increase in Cash and Cash Equivalents
26,131,106
6,990,285
Cash, Cash Equivalents and Restricted Cash - Beginning of Period
4,142,437
5,837,745
Cash, Cash Equivalents and Restricted Cash - End of Period
$ 30,273,543
$ 12,828,030
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest, net of capitalized interest cost
$ 312,344
$ 288,463
Cash paid for income taxes
$ 265,450
$ 1,369,690
Cash and bank balances
30,273,543
12,828,030
Restricted cash
-
-
Total cash, cash equivalents and restricted cash shown in the statement of cash flows
30,273,543
12,828,030
See accompanying notes to condensed consolidated
financial statements.
3
IT TECH PACKAGING, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES
IN STOCKHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED JUNE 30, 2021 AND
2020
(Unaudited)
Accumulated
Additional
Statutory
Other
Common Stock
Paid-in
Earnings
Comprehensive
Retained
Shares
Amount
Capital
Reserve
Income (loss)
Earnings
Total
Balance at December 31, 2019
22,054,816
$ 22,055
$ 51,155,174
$ 6,080,574
$ ( 6,057,537 )
$ 114,794,796
$ 165,995,062
Issuance of shares to officer and directors
2,000,000
2,000
1,198,000
1,200,000
Issuance of shares
4,400,000
4,400
1,579,755
1,584,155
Issuance of shares to a consultant
60,000
60
41,940
42,000
Foreign currency translation adjustment
( 2,465,575 )
( 2,465,575 )
Net loss
( 3,416,318 )
( 3,416,318 )
Balance at June 30, 2020
28,514,816
$ 28,515
$ 53,974,869
$ 6,080,574
$ ( 8,523,112 )
$ 111,378,478
$ 162,939,324
Balance at December 31, 2020
28,535,816
$ 28,536
$ 53,989,548
$ 6,080,574
$ 5,740,722
$ 109,240,794
$ 175,080,174
Issuance of shares to institutional investors
26,181,818
26,182
8,002,488
8,028,670
Issuance of shares to public investors
29,277,866
29,278
15,585,867
15,615,145
Exercise of warrants
15,054,400
15,054
11,349,884
11,364,938
Foreign currency translation adjustment
1,947,392
1,947,392
Net loss
( 4,792,104 )
( 4,792,104 )
Balance at June 30, 2021
99,049,900
$ 99,050
$ 88,927,787
$ 6,080,574
$ 7,688,114
$ 104,448,690
$ 207,244,215
4
IT TECH PACKAGING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) Organization and Business Background
IT Tech Packaging, Inc. (the “Company”)
was incorporated in the State of Nevada on December 9, 2005, under the name “Carlateral, Inc.” Through the steps described
immediately below, we became the holding company for Hebei Baoding Dongfang Paper Milling Company Limited (“Dongfang Paper”),
a producer and distributor of paper products in China, on October 29, 2007.
On August 1, 2018, we changed our corporate
name to IT Tech Packaging, Inc.. The name change was effected through a parent/subsidiary short-form merger of IT Tech Packaging, Inc.,
our wholly-owned Nevada subsidiary formed solely for the purpose of the name change, with and into us. We were the surviving entity. In
connection with the name change, our common stock began being traded under a new NYSE symbol, “ITP,” and a new CUSIP number,
46527C100, at such time.
On October 29, 2007, pursuant to an agreement
and plan of merger (the “Merger Agreement”), the Company acquired Dongfang Zhiye Holding Limited (“Dongfang Holding”),
a corporation formed on November 13, 2006 under the laws of the British Virgin Islands, and issued the shareholders of Dongfang Holding
an aggregate of 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.
5
IT TECH PACKAGING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
To ensure proper compliance of the Company’s
control over the ownership and operations of Dongfang Paper with certain PRC regulations, on June 24, 2009, the Company entered into a
series of contractual agreements (the “Contractual Agreements”) with Dongfang Paper and Dongfang Paper Equity Owners via the
Company’s wholly owned subsidiary Shengde Holdings Inc. (“Shengde Holdings”) a Nevada corporation and Baoding Shengde
Paper Co., Ltd. (“Baoding Shengde”), a wholly foreign-owned enterprise in the PRC with an original registered capital of $ 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 single-use face masks 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 RMB 1 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 continued 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 gain control over substantial parcels of land that
under the possession of Hebei Tengsheng.
The Company has no direct equity interest in Dongfang
Paper. However, through the Contractual Agreements described above, the Company is found to be the primary beneficiary (the “Primary
Beneficiary”) of Dongfang Paper and is deemed to have the effective control over Dongfang Paper’s activities that most significantly
affect its economic performance, resulting in Dongfang Paper being treated as a controlled variable interest entity of the Company in
accordance with Topic 810 - Consolidation of the Accounting Standards Codification (the “ASC”) issued by the Financial Accounting
Standard Board (the “FASB”). The revenue generated from Dongfang Paper for the three months ended June 30, 2021 and 2020 was
accounted for 99.77 % and 96.79 % of the Company’s total revenue, respectively. The revenue generated from Dongfang Paper for the
six months ended June 30, 2021 and 2020 was accounted for 99.66 % and 97.59 % of the Company’s total revenue, respectively.Dongfang
Paper also accounted for 81.25 % and 90.70 % of the total assets of the Company as of June 30, 2021 and December 31, 2020, respectively.
6
IT TECH PACKAGING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
As of June 30, 2021 and December 31, 2020, details of the Company’s
subsidiaries and variable interest entities are as follows:
Date of
Place of
Incorporation
Incorporation or
Percentage of
Name
or Establishment
Establishment
Ownership
Principal Activity
Subsidiary:
Dongfang Holding
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.
7
IT TECH PACKAGING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The Company has aggregated the financial information
of Dongfang Paper in the table below. The aggregate carrying value of Dongfang Paper’s assets and liabilities (after elimination
of intercompany transactions and balances) in the Company’s condensed consolidated balance sheets as of June 30, 2021 and December
31, 2020 are as follows:
June 30,
December 31,
2021
2020
(Unaudited)
ASSETS
Current Assets
Cash and bank balances
$ 6,909,174
$ 3,315,778
Restricted cash
-
-
Accounts receivable
5,592,109
2,389,057
Inventories
11,345,576
1,223,020
Prepayments and other current assets
11,232,366
7,051,381
Due from related parties
955,526
92,795
Total current assets
36,034,751
14,072,031
Prepayment on property, plant and equipment
19,813,935
19,617,159
Finance lease right-of-use assets, net
2,339,145
2,397,653
Property, plant, and equipment, net
127,303,105
133,134,932
Deferred tax asset non-current
10,076,731
12,040,962
Total Assets
$ 193,877,053
$ 181,262,737
LIABILITIES
Current Liabilities
Short-term bank loans
$ 6,422,501
$ 6,435,348
Current portion of long-term loans from credit union
665,624
551,733
Lease liability
199,544
182,852
Accounts payable
742,719
592,391
Advance from customers
83,454
82,625
Accrued payroll and employee benefits
302,237
221,482
Other payables and accrued liabilities
4,532,950
4,672,265
Income taxes payable
688,441
259,649
Total current liabilities
13,637,470
12,998,345
Loans from credit union
4,535,534
4,597,772
Lease liability - non-current
254,029
354,107
Total liabilities
$ 18,427,033
$ 17,950,224
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.
8
IT TECH PACKAGING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(2) Basis of Presentation and Significant Accounting Policies
The accompanying unaudited condensed
consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange
Commission (“SEC”) for reporting on Form 10-Q. Accordingly, certain information and notes required by the United States
of America generally accepted accounting principles (“GAAP”) for annual financial statements are not included herein.
These interim statements should be read in conjunction with the consolidated financial statements and notes thereto included in the
Annual Report on Form 10-K for the year ended December 31, 2020 of the Company, and its subsidiaries and variable interest entity
(which we sometimes refer to collectively as “the Company”, “we”, “us” or
“our”).
Principles of Consolidation
Our unaudited condensed consolidated financial
statements reflect all adjustments, which are, in the opinion of management, necessary for a fair presentation of our financial position
and results of operations. Such adjustments are of a normal recurring nature, unless otherwise noted. The balance sheet as of June 30,
2021 and the results of operations for the six months ended June 30, 2021 are not necessarily indicative of the results to be expected
for any future period.
Our unaudited condensed consolidated financial
statements are prepared in accordance with GAAP. These accounting principles require us to make certain estimates, judgments and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. We believe that the estimates, judgments and
assumptions are reasonable, based on information available at the time they are made. Actual results could differ materially from those
estimates.
Valuation of long-lived asset
The Company reviews the carrying value of long-lived
assets to be held and used when events and circumstances warrants such a review. The carrying value of a long-lived asset is considered
impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is less than its carrying value. In
that event, a loss is recognized based on the amount by which the carrying value exceeds the fair market value of the long-lived asset
and intangible assets. Fair market value is determined primarily using the anticipated cash flows discounted at a rate commensurate with
the risk involved. Losses on long-lived assets and intangible assets to be disposed are determined in a similar manner, except that fair
market values are reduced for the cost to dispose.
Fair Value Measurements
The Company has adopted ASC Topic 820, Fair Value
Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures
about fair value measurements. It does not require any new fair value measurements, but provides guidance on how to measure fair value
by providing a fair value hierarchy used to classify the source of the information. It establishes a three-level valuation hierarchy of
valuation techniques based on observable and unobservable inputs, which may be used to measure fair value and include the following:
Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Inputs other than Level 1 that are observable,
either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active;
or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or
liabilities.
Level 3 - Unobservable inputs that are supported by little or no market
activity and that are significant to the fair value of the assets or liabilities.
9
IT
TECH PACKAGING, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Classification
within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement.
The
Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable
judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts that the
Company could realize in a current market exchange. As of June 30, 2021 and December 31, 2020, the carrying value of the Company’s
short term financial instruments, such as cash and cash equivalents, accounts receivable, accounts and notes payable, short-term bank
loans, balance due to a related party and obligation under capital lease, approximate at their fair values because of the short maturity
of these instruments; while loans from credit union and loans from a related party approximate at their fair value as the interest rates
thereon are close to the market rates of interest published by the People’s Bank of China.
Management
determined that liabilities created by beneficial conversion features associated with the issuance of certain warrants (see
“ Derivative liabilities” under Note (10), meet the criteria of derivatives and are required to be measured at
fair value. The fair value of these derivative liabilities was determined based on management’s estimate of the expected
future cash flows required to settle the liabilities. This valuation technique involves management’s estimates and judgment
based on unobservable inputs and is classified in level 3.
Non-Recurring
Fair Value Measurements
The
Company reviews long-lived assets for impairment annually or more frequently if events or changes in circumstances indicate the possibility
of impairment. For the continuing operations, long-lived assets are measured at fair value on a nonrecurring basis when there is an indicator
of impairment, and they are recorded at fair value only when impairment is recognized. For discontinued operations, long-lived assets
are measured at the lower of carrying amount or fair value less cost to sell. The fair value of these assets were determined using models
with significant unobservable inputs which were classified as Level 3 inputs, primarily the discounted future cash flow.
Share-Based
Compensation
The
Company uses the fair value recognition provision of ASC Topic 718, Compensation-Stock Compensation , which requires the Company
to expense the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of
such instruments over the vesting period.
The
Company also applies the provisions of ASC Topic 505-50, Equity Based Payments to Non-Employees to account for stock-based compensation
awards issued to non-employees for services. Such awards for services are recorded at either the fair value of the consideration received
or the fair value of the instruments issued in exchange for such services, whichever is more reliably measurable.
(3) Restricted
Cash
Restricted
cash was nil as of June 30, 2021 and December 31, 2020.
10
IT
TECH PACKAGING, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(4) Inventories
Raw
materials inventory includes mainly recycled paper board and recycled white scrap paper. Finished goods include mainly products of corrugating
medium paper, offset printing paper and tissue paper products. Inventories consisted of the following as of June 30, 2021 and December
31, 2020:
June 30,
December 31,
2021
2020
Raw Materials
Recycled paper board
$ 7,666,162
$ 19,459
Recycled white scrap paper
939,199
11,193
Gas
184,144
55,473
Base paper and other raw materials
479,414
181,426
9,268,919
267,551
Semi-finished Goods
751,286
176,703
Finished Goods
1,651,145
789,547
Total inventory, gross
11,671,350
1,233,801
Inventory reserve
-
-
Total inventory, net
$ 11,671,350
$ 1,233,801
(5) Prepayments
and other current assets
Prepayments
and other current assets consisted of the following as of June 30, 2021 and December 31, 2020:
June 30,
December 31,
2021
2020
Prepaid land lease
$ 185,756
$ 183,912
Prepayment for purchase of materials
8,838,734
10,945
Value-added tax recoverable
5,935,486
5,864,989
Others
287,132
991,669
$ 15,247,108
$ 7,051,515
As
of June 30, 2021 and December 31, 2020, land use rights represented two parcels of state-owned lands located in Xushui District and Wei
County of Hebei Province in China, with lease terms of 50 years expiring in 2061 and 2066, respectively.
Construction
in progress mainly represents payments for paper machine of a new tissue paper production line PM10.
11
IT
TECH PACKAGING, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
As
of June 30, 2021 and December 31, 2020, certain property, plant and equipment of Dongfang Paper with net values of $ 1,522,164 and $ 2,349,796 ,
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 $ 5,997,212 and $ 6,010,359 , respectively, as of June 30, 2021 and December 31, 2020 was pledged for the bank loan from Industrial
& Commercial Bank of China. Land use right of Hebei Tengsheng with net value of $ 5,615,919 and $ 5,560,146 , respectively, as of June
30, 2021 and December 31, 2020 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 $ 8,700,601 and $ 8,614,194 , respectively, as of June 30, 2021 and December 31, 2020 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 $ 4,070,458 and $ 3,721,640 for the three months ended June 30, 2021 and 2020, respectively.
Depreciation and amortization of property, plant and equipment was $ 8,159,525 and $ 7,496,314 for the six months ended June 30, 2021 and
2020, respectively.
(7) Financing
with Sale-Leaseback
The
Company entered into a sale-leaseback arrangement (the “Lease Financing Agreement”) with TAC Leasing Co., Ltd.(“TLCL”)
on August 6, 2020, for a total financing proceeds in the amount of RMB 16 million (approximately US$ 2.5 million). Under the sale-leaseback
arrangement, Hebei Tengsheng sold the Leased Equipment to TLCL for 16 million (approximately US$ 2.5 million). Concurrent with the sale
of equipment, Hebei Tengsheng leases back the equipment sold to TLCL for a lease term of three years . At the end of the lease term, Hebei
Tengsheng may pay a nominal purchase price of RMB 100 (approximately $ 15 ) to TLCL and buy back the Leased Equipment. The Leased Equipment
in amount of $ 2,349,452 was recorded as right of use assets and the net present value of the minimum lease payments was recorded as lease
liability and calculated with TLCL’s implicit interest rate of15. 6% per annum and stated at $567,099 at the inception of the lease
on August 17, 2020.
Hebei
Tengsheng made payments due according to the schedule. The balance of Leased Equipment net of amortization was $ 2,339,145 and $ 2,397,653
as of June 30, 2021 and December 31, 2020, respectively. The lease liability was $ 453,573 and $ 536,959 , and its current portion in the
amount of $ 199,544 and $ 182,852 as of June 30, 2021 and December 31, 2020, respectively.
Amortization
of the Leased Equipment was $ 41,457 and nil for the three months ended June 30, 2021 and 2020. Amortization of the Leased Equipment was
$ 82,454 and nil for the six months ended June 30, 2021 and 2020. Total interest expenses for the sale-leaseback arrangement was $ 18,932
and nil for the three months ended June 30, 2021 and 2020. Total interest expenses for the sale-leaseback arrangement was $ 39,350 and
nil for the six months ended June 30, 2021 and 2020.
As
a result of the sale and leaseback, a deferred gain in the amount of $ 430,695 was recorded. The deferred gain is amortized over the lease
term and as an offset to amortization of the Leased Equipment.
The
future minimum lease payments of the capital lease as of June 30, 2021 were as follows:
June 30,
Amount
2022
256,343
2023
256,343
2024
21,362
Less: unearned discount
( 80,474 )
453,573
Less: Current portion
lease liability
( 199,544 )
$ 254,029
(8) Loans
Payable
Short-term
bank loans
June 30,
December 31,
2021
2020
Industrial and Commercial Bank
of China (“ICBC”)
$ 6,422,501
$ 6,435,348
Total
short-term bank loans
$ 6,422,501
$ 6,435,348
On
December 11, 2020, the Company entered into a working capital loan agreement with the ICBC, with a balance of $ 6,422,501 and $ 6,435,348
as of June 30, 2021 and December 31, 2020, respectively. The working capital loan was secured by the Land use right of Dongfang Paper
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
at various installments by December 7, 2021.
12
IT
TECH PACKAGING, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
As
of June 30, 2021, there were guaranteed short-term borrowings of $ 6,422,501 and unsecured bank loans of $ nil . As of December 31, 2020,
there were guaranteed short-term borrowings of $ 6,435,348 and unsecured bank loans of $ nil .
The average
short-term borrowing rates for the three months ended June 30, 2021 and 2020 were approximately 4.79 %.
The average
short-term borrowing rates for the six months ended June 30, 2021 and 2020 were approximately 4.79 %.
Long-term
loans from credit union
As of
June 30, 2021 and December 31, 2020, loans payable to Rural Credit Union of Xushui District, amounted to $ 9,690,252 and $ 9,594,017 ,
respectively.
June 30,
December 31,
2021
2020
Rural Credit Union of Xushui District
Loan 1
$ 1,331,249
$ 1,318,028
Rural Credit Union of Xushui District Loan
2
3,869,908
3,831,476
Rural Credit Union of Xushui District Loan
3
2,476,742
2,452,145
Rural Credit Union of
Xushui District Loan 4
2,012,353
1,992,368
Total
9,690,252
9,594,017
Less: Current portion
of long-term loans from credit union
( 3,142,366 )
( 4,996,245 )
Long-term
loans from credit union
$ 6,547,886
$ 4,597,772
As of June 30, 2021, the Company’s long-term debt repayments
for the next coming years were as follows:
Fiscal year
Amount
Remainder of 2021
$ 3,142,366
2022
5,928,701
2023
619,185
Total
9,690,252
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 June 30, 2021 and December 31,
2020, total outstanding loan balance was $ 1,331,249 and $ 1,318,028 , respectively, Out of the total outstanding loan balance, current
portion amounted were $ 247,674 and $ 214,563 as of June 30, 2021 and December 31, 2020, respectively, which are presented as current liabilities
in the consolidated balance sheet and the remaining balance of $ 1,083,575 and $ 11,103,465 are presented as non-current liabilities in
the consolidated balance sheet as of June 30, 2021 and December 31, 2020, respectively.
On
July 15, 2013, the Company entered into a loan agreement with the Rural Credit Union of Xushui District for a term of 5 years, which
was originally due and payable in various installments from December 21, 2013 to July 26, 2018. On June 21, 2018, the loan was extended
for additional 5 years and will be due and payable in various installments from December 21, 2018 to June 20, 2023. The loan is secured
by certain of the Company’s manufacturing equipment with net book value of $ 1,522,164 and $ 2,349,796 as of June 30, 2021 and December
31, 2020, respectively. Interest payment is due quarterly and bears a fixed rate of 0.64 % per month. As of June 30, 2021 and December
31, 2020, the total outstanding loan balance was $ 3,869,908 and $ 3,831,476 , respectively. Out of the total outstanding loan balance,
current portion amounted were $ 417,950 and $ 337,169 as of June 30, 2021 and December 31, 2020 respectively, which are presented as current
liabilities in the consolidated balance sheet and the remaining balance of $ 3,451,959 and $ 3,494,307 are presented as non-current liabilities
in the consolidated balance sheet as of June 30, 2021 and December 31, 2020, 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 credit union. Interest payment is due quarterly and bears a fixed rate
of 0.6 % per month. On March 22, 2021, the loan was renewed for additional one year and the repayments will be due on April 16, 2022.
As of June 30, 2021 and December 31, 2020, the total outstanding loan balance was $ 2,476,742 and $ 2,452,145 , respectively. Out of
the total outstanding loan balance, current portion amounted were $ 2,476,742 and $ 2,452,145 as of June 30, 2021 and December 31,
2020, respectively, which are presented as current liabilities in the consolidated balance sheet as of June 30, 2021 and December
31, 2020, respectively.
13
IT
TECH PACKAGING, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
On December 12, 2019, the Company entered into a loan
agreement with the Rural Credit Union of Xushui District for a term of 2 years, which is due and payable in various installments from
June 21, 2020 to December 11, 2021. The loan is secured by Hebei Tengsheng with its land use right as collateral for the benefit of the
credit union. Interest payment is due monthly and bears a fixed rate of 7.56 % per annum. On March 22, 2021, the loan was extended and
the repayments will be due on August 18, 2022. As of June 30, 2021 and December 31, 2020, the total outstanding loan balance was $ 2,012,353
and $ 1,992,368 , respectively. Out of the total outstanding loan balance, current portion amounted were $ nil and $ 1,992,368 as of June
30, 2021 and December 31, 2020, respectively, which are presented as current liabilities in the consolidated balance sheet as of June
30, 2021 and December 31, 2020, respectively.
Total
interest expenses for the short-term bank loans and long-term loans for the three months ended June 30, 2021 and 2020 were $ 264,967 and
$ 241,436 , respectively. Total interest expenses for the short-term bank loans and long-term loans for the six months ended June 30, 2021
and 2020 were $ 523,450 and $ 486,154 , respectively.
(9) Related
Party Transactions
Mr.
Zhenyong Liu, the Company’s CEO has loaned money to Dongfang Paper for working capital purposes over a period of time. On January
1, 2013, Dongfang Paper and Mr. Zhenyong Liu renewed the three-year term loan previously entered on January 1, 2010, and extended the
maturity date further to December 31, 2015. On December 31, 2015, the Company paid off the loan of $ 2,249,279 , together with interest
of $ 391,374 for the period from 2013 to 2015. Approximately $ 396,796 and $ 392,855 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 June
30, 2021 and December 31, 2020, 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 June 30, 2021 and December 31, 2020, approximately $ 46,439 and $ 45,978 of interest, respectively were
outstanding to Mr. Zhenyong Liu, which was recorded in other payables and accrued liabilities as part of the current liabilities in the
consolidated balance sheet.
On
March 1, 2015, the Company entered an agreement with Mr. Zhenyong Liu which allows Dongfang Paper to borrow from Mr. Zhenyong Liu an
amount up to $ 17,201,342 (RMB 120,000,000 ) 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 June 30, 2021 and December 31, 2020, the outstanding interest was $ 212,748 and $ 210,635 , respectively, which was recorded in other
payables and accrued liabilities as part of the current liabilities in the consolidated balance sheet.
As
of June 30, 2021 and December 31, 2020, total amount of loans due to Mr. Zhenyong Liu were $ nil . The interest expense incurred for such
related party loans are $ nil for the three and six months ended June 30, 2021 and 2020. The accrued interest owing to Mr. Zhenyong Liu
was approximately $ 655,983 and $ 649,468 , as of June 30, 2021 and December 31, 2020, respectively, which was recorded in other payables
and accrued liabilities.
As
of June 30, 2021 and December 31, 2020, amount due to shareholder was $727,433, which represents funds from shareholders to pay for various
expenses incurred in the U.S. The amount is due on demand with interest free.
Lease
of Headquarters Compound Real Properties from a Related Party
On
August 7, 2013, the Company’s Audit Committee and the Board of Directors approved the sale of the land use right of the Headquarters
Compound (the “LUR”), the office building and essentially all industrial-use buildings in the Headquarters Compound (the
“Industrial Buildings”), and 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 $ 154,603 (RMB 1,000,000 ). 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.
14
IT
TECH PACKAGING, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(10) Other
payables and accrued liabilities
Other payables and accrued
liabilities consist of the following:
June 30,
December 31,
2021
2020
Accrued electricity
$ 153,239
$ 14,544
Value-added tax payable
18,722
428,481
Accrued interest to a related party
655,983
649,468
Payable for purchase of equipment
3,259,228
3,262,153
Accrued commission to salesmen
19,047
10,917
Accrued bank loan interest
684,355
429,279
Others
76,464
43,759
Totals
$ 4,867,038
$ 4,838,601
(11) Derivative
Liabilities
The
Company analyzed warrants for derivative accounting consideration under ASC 815, “Derivatives and Hedging, and hedging,”
and determined that the instrument should be classified as a liability since the warrant becomes effective at issuance resulting in there
being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options.
ASC
815 requires we assess the fair market value of derivative liability at the end of each reporting period and recognize any change in
the fair market value as other income or expense item.
The
Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate
the fair value as of June 30, 2021. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration,
the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate.
Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each warrant is estimated
using the Black-Scholes valuation model. The following weighted-average assumptions were used in the June 30, 2021:
Six
months
ended
June 30,
2021
Expected term
2.18 - 2.75
Expected average volatility
85 % - 105 %
Expected dividend yield
-
Risk-free interest rate
0.19 % - 0.46 %
The
following table summarizes the changes in the derivative liabilities during the three months ended June 30, 2021:
Fair
Value Measurements Using Significant Observable Inputs (Level 3)
Balance at December 31, 2020
$ 1,115,260
Addition of new derivatives recognized as warrant
9,730,919
Addition of new derivatives recognized as loss
on derivatives
10,813,347
Exercise of warrants
( 2,902,119 )
Change in fair value
of derivative liability
( 11,685,387 )
Balance at June 30, 2021
$ 7,072,020
15
IT
TECH PACKAGING, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(12) Common
Stock
Issuance
of common stock to investors
On
April 29, 2020, the Company and certain institutional investors entered into a securities purchase agreement, as amended on May 4, 2020
(the “2020 Purchase Agreement”), pursuant to which the Company agreed to sell to such investors an aggregate of 4,400,000
shares of common stock in a registered direct offering and warrants to purchase up to 4,400,000 shares of the Company’s common
stock in a concurrent private placement, for gross proceeds of approximately $ 2.55 million (net proceeds of approximately 2.27 million).
The purchase price for each share of Common Stock and the corresponding warrant was $ 0.58 . The exercise price of the warrant was $ 0.7425
per share.
On
January 20, 2021, the Company offered and sold to certain institutional investors an aggregate of 26,181,818 shares of common stock and
26,181,818warrants to purchase up to 26,181,818 shares of common stock in a bestefforts public offering for gross proceeds of approximately
$14.4 million. The purchase price for each share of common stock and the corresponding warrant was $ 0.55 . The exercise price of the warrant
was $ 0.55 per share.
On
March 1, 2021, the Company offered and sold to the public investors an aggregate of 29,277,866 shares of common stock and 14,638,933
warrants to purchase up to 14,638,933 shares of common stock in a firm commitment underwritten public offering for gross proceeds of
approximately $ 21.9 million. The purchase price for each share of common stock and accompanying warrant was $ 0.75 . The exercise price
of the warrant was $ 0.75 per share,
Issuance
of common stock pursuant to the 2012 Incentive Stock Plan, 2015 Omnibus Equity Incentive and 2019 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 (14), 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.
On
April 2, 2020, the compensation committee granted an aggregate of 2,000,000 shares of restricted common stock to fifteen officers, directors
and employees of the Company, which were granted under the 2019 Omnibus Equity Incentive Plan. Total fair value of the shares of common
stock granted was calculated at $ 1,200,000 as of the date of issuance at $ 0.60 per share.
Issuance
of common stock to a consultant
On
January 2, 2020, the Company entered into an agreement with a consultant and agreed as compensation to issue to the consultant in the
aggregate of 60,000 shares of common stock for merger and acquisition consulting service rendered from January 2, 2020 to January 2,
2021. 60,000 shares of common stock were issued to this consultant on April 28, 2020. Total fair value of the shares of common stock
issued was calculated at $ 42,000 at $ 0.70 per share.
Issuance
of common stock to a consultant
On
November 2, 2020, the Company entered into an agreement with a consultant and agreed as compensation to issue to the consultant in the
aggregate of 21,000 shares of common stock for investor relations consulting service rendered from November 2, 2020 to November 2, 2021.
21,000 shares of common stock were issued to this consultant on November 30, 2020. Total fair value of the shares of common stock issued
was calculated at $14,700 at $0.70 per share.
16
IT
TECH PACKAGING, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(13) Warrants
Pursuant
to the 2020 Purchase Agreement, the Company agreed to sell to such investors an aggregate of 4,400,000 shares of common stock and warrants
to purchase up to 4,400,000 shares of common stock in a concurrent private placement (the “May 2020 Warrants”). The exercise
price of the May 2020 Warrant is $ 0.7425 per share. These warrants are exercisable on July 23, 2020 and have a term of exercise equal
to five years and six months from the date of issuance till July 23, 2025. 880,000 May 2020 Warrants were exercised in February 2021
at the exercise price of $0.7425 per share and 3,520,000 May 2020 Warrants were outstanding as of June 30, 2021. The Company classified
warrant as liabilities and accounted for the issuance of the May 2020 Warrants as a derivative.
On
January 20, 2021, the Company offered and sold to certain institutional investors an aggregate of 26,181,818 shares of common stock
and 26,181 ,818warrants to purchase up to 26,181,818 shares of common stock (the “January 2021 Warrants”). The January
2021 Warrants are exercisable commencing on January 20, 2021 at an exercise price of $0.55 and will expire on January 20, 2026.
14,106,900 January 2021 Warrants were exercised in January and February of 2021 at the exercise price of $0.55 per share. 12,074,918
January 2021 Warrants were outstanding as of June 30, 2021 .
On
March 1, 2021, the Company offered and sold to the public investors an aggregate of 29,277,866 shares of common stock and 14,638,933
warrants to purchase up to 14,638,933 shares of common stock (the “March 2021 Warrants”). The March 2021Warrants are
exercisable commencing on March 1, 2021 at an exercise price of $0.75 and will expire on March 1, 2026. 67,500 March 2021 Warrants
were exercised in January and March 2021 at the exercise price of $0.75 per share and 14,571,433 March 2021 Warrants were
outstanding as of June 30, 2021.
The Company
classified warrants as liabilities and accounted for the issuance of the warrants as a derivative.
A summary
of warrant activities is as below:
Six months Ended
June 30, 2021
Number
Weight
average
exercise
price
Outstanding and exercisable at beginning of the period
4,400,000
$ 0.7425
Issued during the period
40,820,751
0.622
Exercised during the period
( 15,054,400 )
0.5621
Cancelled or expired during the period
-
-
Outstanding and exercisable at end of the period
30,166,351
$ 0.6691
17
IT
TECH PACKAGING, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The
following table summarizes information relating to outstanding and exercisable warrants as of June 30, 2021.
Warrants Outstanding
Warrants Exercisable
Weighted Average
Number of
Number
of
Shares
Remaining
Contractual life
(in years)
Weighted
Average
Exercise Price
Shares
Underlying
the Warrants
Weighted
Average
Exercise Price
30,166,351
4.59
$ 0.6691
30,166,351
$ 0.6691
Aggregate
intrinsic value is the sum of the amounts by which the quoted market price of the Company’s stock exceeded the exercise price of
the warrants at December 31, 2020 for those warrants for which the quoted market price was in excess of the exercise price (“in-the-money”
warrants). The intrinsic value of the warrants as of June 30, 2021 is $ nil .
(14) Earnings
Per Share
For the three
months ended June 30, 2021 and 2020, basic and diluted net income per share are calculated as follows:
Three Months Ended
June 30,
2021
2020
Basic income (loss) per share
Net income (loss) for the period - numerator
$ ( 453,248 )
$ ( 980,031 )
Weighted average common stock outstanding - denominator
46,638,550
24,444,761
Net income (loss) per share
$ ( 0.01 )
$ ( 0.04 )
Diluted income per share
Net income for the period- numerator
$ ( 453,248 )
$ ( 980,031 )
Weighted average common stock outstanding - denominator
46,638,550
24,444,761
Effect of dilution
-
-
Weighted average common stock outstanding - denominator
46,638,550
24,444,761
Diluted income (loss) per share
$ ( 0.01 )
$ ( 0.04 )
For the six
months ended June 30, 2021 and 2020, basic and diluted net income per share are calculated as follows:
Six Months Ended
June 30,
2021
2020
Basic income (loss) per share
Net income (loss) for the period - numerator
$ ( 4,792,104 )
$ ( 3,416,318 )
Weighted average common stock outstanding - denominator
46,638,550
24,444,761
Net income (loss) per share
$ ( 0.10 )
$ ( 0.14 )
Diluted income (loss) per share
Net income (loss) for the period - numerator
$ ( 4,792,104 )
$ ( 3,416,318 )
Weighted average common stock outstanding - denominator
46,638,550
24,444,761
Effect of dilution
-
-
Weighted average common stock outstanding - denominator
46,638,550
24,444,761
Diluted income (loss) per share
$ ( 0.10 )
$ ( 0.14 )
For the three
and six months ended June 30, 2021 and 2020 there were no securities with dilutive effect issued and outstanding.
18
IT
TECH PACKAGING, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(15) Income
Taxes
United
States
The
Company and Shengde Holdings are incorporated in the State of Nevada and are subject to the U.S. federal tax and state statutory tax
rates up to 34 % and 0 %, respectively. On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “2017 TCJA Act”),
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.
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.
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 three months ended June 30, 2021 and 2020 were as follows:
Three Months Ended
June 30,
2021
2020
Provision for Income Taxes
Current Tax Provision U.S.
$ 14,717
$ 14,717
Current Tax Provision PRC
754,087
386,499
Deferred Tax Provision PRC
4,353,783
( 480,657 )
Total Provision for (Deferred tax benefit)/Income Taxes
$ 5,122,587
$ ( 79,441 )
The provisions
for income taxes for six months ended June 30, 2021 and 2020 were as follows:
Six Months Ended
June 30,
2021
2020
Provision for Income Taxes
Current Tax Provision U.S.
$ 14,717
$ 14,747
Current Tax Provision PRC
1,242,976
401,186
Deferred Tax Provision PRC
3,764,689
( 1,021,699 )
Total Provision for (Deferred tax benefit)/Income Taxes
$ 5,022,382
$ ( 605,766 )
19
IT
TECH PACKAGING, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
In
addition to the reversible future PRC income tax benefits stemming from the timing differences of items such as recognition of asset
disposal gain or loss and asset depreciation, the Company was incorporated in the United States and incurred net operating losses of
approximately $ 2,508,797 and $ 0 for U.S. income tax purposes for the years ended December 31, 2020 and 2019, 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 June 30, 2021, 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 June 30, 2021, 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:
June 30,
December 31,
2021
2020
Deferred tax assets (liabilities)
Depreciation and amortization of property, plant and equipment
$ 13,703,799
$ 12,397,323
Impairment of property, plant and equipment
730,413
680,800
Miscellaneous
264,576
258,963
Net operating loss carryover of PRC company
377,943
371,544
Total deferred tax assets
15,076,731
13,708,630
Less: Valuation allowance
5,000,000
-
Total deferred tax assets, net
$ 10,076,731
13,708,630
The
following table reconciles the statutory rates to the Company’s effective tax rate:
Three Months Ended
June 30,
2021
2020
PRC Statutory rate
25.0
%
25.0
%
Effect of different tax jurisdiction
Effect of reconciling items in the PRC for tax purposes
( 22.2
)
( 17.5
)
Change in valuation allowance
196.9
-
-
-
Effective income tax rate
109.7
%
7.5
%
Six Months Ended
June 30,
2021
2020
PRC Statutory rate
25.0
%
25.0
%
Effect of different tax jurisdiction
Effect of expenses not deductible for PRC tax purposes
( 12.6
)
( 9.9
)
(Over) Under-provision in previous year
-
-
Change in valuation allowance
2168.6
-
-
-
Effective income tax rate
2181.0
%
15.1
%
During the three months ended June 30, 2021 and 2020,
the effective income tax rate was estimated by the Company to be 109.7 % and 7.5 %, respectively.
During the six months ended June 30, 2021 and 2020,
the effective income tax rate was estimated by the Company to be 2181.0 % and 15.1 %, 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 believe that the amount of the repatriation of the VIE’s earnings and profits for purposes of paying dividends
will change the Company’s position that its PRC subsidiary Baoding Shengde and the VIE, Dongfang Paper are considered or are expected
to be indefinitely reinvested offshore to support our future capacity expansion. If these earnings are repatriated to the U.S. resulting
in U.S. taxable income in the future, or if it is determined that such earnings are to be remitted in the foreseeable future, additional
tax provisions would be required.
20
IT TECH PACKAGING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The Company has adopted ASC Topic 740-10-05, Income
Taxes. To date, the adoption of this interpretation has not impacted the Company’s financial position, results of operations, or
cash flows. The Company performed self-assessment and the Company’s liability for income taxes includes the liability for unrecognized
tax benefits, interest and penalties which relate to tax years still subject to review by taxing authorities. Audit periods remain open
for review until the statute of limitations has passed, which in the PRC is usually 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 June 30, 2021 and December 31, 2020, 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 six months ended June 30, 2021 and 2020, 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.
(16) Stock Incentive Plans
2019 Incentive Stock 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. On April 2,
2020, 2,000,000 shares of common stock were granted under the 2019 ISP. Total fair value of the shares of common stock granted was calculated
at $ 1,200,000 as of the date of issuance at $ 0.60 per share.
(17) 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 $ 18,552 (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 $ 154,603 (RMB 1,000,000 ), for a total term of up to five years .
21
IT TECH PACKAGING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Future minimum lease payments of all operating
leases are as follows:
June 30,
Amount
2022
157,044
2023
31,475
2024
18,576
2025
18,576
2026
18,576
Thereafter
102,166
Total operating lease payments
$ 346,412
Capital commitment
As of June 30, 2021, the Company has entered contract
for the purchase of paper machine of a new tissue paper production line PM10. Total outstanding commitments under these contracts were
$ 4,606,801 and $ 4,570,331 as of June 30, 2021 and December 31, 2020, respectively. The Company expected to pay off all the balances within
1-3 years.
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 $ 49.5 million), of which $ 21 million was paid by the Company, and the balance consideration of $ 28.5
million 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 June 30, 2021 and December 31,
2020, the Company guaranteed its long-term loan from financial institutions amounting to $4,798,687 (RMB31,000,000) and $4,751,031 (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.
(18) 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.
22
IT TECH PACKAGING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Summarized financial information for the three reportable segments
is as follows:
Three Months Ended
June 30, 2021
Dongfang
Hebei
Baoding
Not Attributable
Elimination of
Enterprise-wide,
Paper
Tengsheng
Shengde
to Segments
Inter-segment
consolidated
Revenues
$ 43,997,853
$ 2,727,000
$ 2,794,759
$ -
$ ( 2,984,697 )
$ 46,534,915
Gross profit
3,233,548
( 232,251 )
27,722
-
-
3,029,019
Depreciation and amortization
927,090
2,283,861
862,965
-
-
4,073,916
Interest income
8,614
600
2,505
-
-
11,719
Interest expense
181,175
18,932
83,792
-
-
283,899
Income tax expense (benefit)
617,975
4,494,672
( 4,777 )
14,717
-
5,122,587
Net income (loss)
1,847,997
( 6,482,307 )
( 85,776 )
4,266,838
-
( 453,248 )
Three Months Ended
June 30, 2020
Dongfang
Hebei
Baoding
Not Attributable
Elimination of
Enterprise-wide,
Paper
Tengsheng
Shengde
to Segments
Inter-segment
consolidated
Revenues
$ 23,136,915
$ 2,379,806
$ 845,552
$ -
$ -
$ 26,362,273
Gross profit
2,429,407
( 373,977 )
503,399
-
-
2,558,829
Depreciation and amortization
1,617,412
2,105,130
- 902
-
-
3,721,640
Interest income
7,577
464
1,410
-
-
9,451
Interest expense
165,416
-
76,020
-
-
241,436
Income tax expense (benefit)
357,463
( 525,769 )
88,865
-
-
( 79,441 )
Net income (loss)
1,441,234
( 1,349,174 )
324,495
( 1,396,586 )
-
( 980,031 )
Six Months Ended
June 30, 2021
Dongfang
Hebei
Baoding
Not Attributable
Elimination of
Enterprise-wide,
Paper
Tengsheng
Shengde
to Segments
Inter-segment
consolidated
Revenues
$ 66,825,406
3,978,416
2,925,217
-
( 2,984,697 )
70,744,342
Gross profit
5,496,229
( 688,458 )
52,253
-
-
4,860,024
Depreciation and amortization
2,760,191
4,540,928
865,284
-
-
8,166,403
Interest income
10,980
806
4,266
-
-
16,052
Interest expense
357,561
39,350
165,889
-
-
562,800
Income tax expense (benefit)
1,034,830
3,979,043
( 6,208 )
14,717
-
5,022,382
Net income (loss)
2,935,206
( 7,960,911 )
( 153,821 )
387,422
-
( 4,792,104 )
23
IT TECH PACKAGING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Six Months Ended
June 30, 2020
Dongfang
Hebei
Baoding
Not Attributable
Elimination of
Enterprise-wide,
Paper
Tengsheng
Shengde
to Segments
Inter-segment
consolidated
Revenues
$ 30,874,417
$ 3,386,155
$ 845,552
$
$
35,106,124
Gross profit (loss)
2,971,562
( 1,085,851 )
503,399
2,389,110
Depreciation and amortization
3,124,039
4,240,501
131,774
7,496,314
Interest income
13,094
547
1,600
15,241
Interest expense
332,997
-
153,157
486,154
Income tax expense(benefit)
349,100
( 1,048,685 )
79,102
14,717
( 605,766 )
Net income (loss)
945,149
( 2,944,112 )
124,098
( 3,416,318 )
As of June 30, 2021
Dongfang
Hebei
Baoding
Not Attributable
Elimination of
Enterprise-wide,
Paper
Tengsheng
Shengde
to Segments
Inter-segment
consolidated
Total assets
$ 97,994,697
95,882,356
35,367,009
9,377,106
-
238,621,168
As of December 31, 2020
Dongfang
Hebei
Baoding
Not Attributable
Elimination of
Enterprise-wide,
Paper
Tengsheng
Shengde
to Segments
Inter-segment
consolidated
Total assets
$ 79,206,447
102,056,291
18,589,570
-
-
199,874,474
(19) Concentration and Major Customers and Suppliers
For the three months ended June 30, 2021, the Company had no single
customer contributed over 10 % of total sales.
For the three months ended June 30, 2020, the Company had no single
customer contributed over 10 % of total sales.
For the three months ended June 30, 2021, the Company had three major
suppliers accounted for 79 %, 10 % and 3 % of total purchases.
For the three months ended June 30, 2020, the Company had four major
suppliers accounted for 74 %, 11 %, 4 % and 3 % of total purchases.
For the six months ended June 30, 2021, the Company had three major
suppliers accounted for 80 %, 10 % and 2 % of total purchases.
For the six months ended June 30, 2020, the Company had four major
suppliers accounted for 73 %, 11 %, 4 % and 4 % of total purchases.
24
IT TECH PACKAGING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(20) Concentration of Credit Risk
Financial instruments for which the Company is
potentially subject to concentration of credit risk consist principally of cash. The Company places its cash in reputable financial institutions
in the PRC and the United States. Although it is generally understood that the PRC central government stands behind all of the banks in
China in the event of bank failure, there is no deposit insurance system in China that is similar to the protection provided by the Federal
Deposit Insurance Corporation (“FDIC”) of the United States as of as of June 30, 2021 and December 31, 2020. On May 1, 2015,
the new “Deposit Insurance Regulations” was effective in the PRC that the maximum protection would be up to RMB 500,000 (US$ 77,398 )
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 June 30 June 30, 2021 and
December 31, 2020, respectively, while for the cash placed in financial institutions in the PRC, the balances exceeding the maximum coverage
of RMB 500,000 amounted to RMB 132,244,676 (US$ 20,470,995 ) as of June 30, 2021.
(21) Risks and Uncertainties
The Company is subject to substantial risks from,
among other things, intense competition associated with the industry in general, other risks associated with financing, liquidity requirements,
rapidly changing customer requirements, foreign currency exchange rates, and operating in the PRC under its various laws and restrictions.
(22) Recent Accounting Pronouncements
In June 2016, the FASB issued ASU 2016-13, Financial
Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 replaced the incurred loss impairment
methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of
reasonable and supportable information to inform credit loss estimates. ASU 2016-13 requires use of a forward-looking expected credit
loss model for accounts receivables, loans, and other financial instruments. ASU 2016-13 is effective for fiscal years beginning after
December 15, 2019, with early adoption permitted. In October 2019, the FASB issued ASU No. 2019-10, “Financial Instruments-Credit
Losses (Topic 326): Effective Dates”, to finalize the effective date delays for private companies, not-for-profits, and smaller
reporting companies applying the CECL standards. The ASU is effective for reporting periods beginning after December 15, 2022 and interim
periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact of the adoption of ASU 2016-13
on our condensed consolidated financial statements.
(23) Subsequent Event
None.
25
Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations
Cautionary Notice Regarding Forward-Looking Statements
The following discussion of the financial condition
and results of operations of the Company for the periods ended June 30, 2021 and 2020 should be read in conjunction with the financial
statements and the notes to the financial statements that are included elsewhere in this quarterly report.
In this quarterly report, references to “the
Company,” “we,” “our” and “us” refer to IT Tech Packaging, Inc. and its PRC subsidiary and variable
interest entity unless the context requires otherwise.
We make certain forward-looking statements in
this report. Statements concerning our future operations, prospects, strategies, financial condition, future economic performance (including
growth and earnings), demand for our products, and other statements of our plans, beliefs, or expectations, including the statements contained
under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as
captions elsewhere in this document, are forward-looking statements. In some cases these statements are identifiable through the use of
words such as “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan”,
“project”, “target”, “can”, “could”, “may”, “should”, “will”,
“would”, and similar expressions. We intend such forward-looking statements to be covered by the safe harbor provisions contained
in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and in Section 21E of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). The forward-looking statements we make are not guarantees of future performance
and are subject to various assumptions, risks, and other factors that could cause actual results to differ materially from those suggested
by these forward-looking statements. Because such statements are subject to risks and uncertainties, actual results may differ materially
from those expressed or implied by the forward-looking statements. Indeed, it is likely that some of our assumptions may prove to be incorrect.
Our actual results and financial position may vary from those projected or implied in the forward-looking statements and the variances
may be material. You are cautioned not to place undue reliance on such forward-looking statements. These risks and uncertainties, together
with the other risks described from time to time in reports and documents that we file with the Securities and Exchange Commission (the
“SEC”) should be considered in evaluating forward-looking statements. In evaluating the forward-looking statements contained
in this report, you should consider various factors, including, without limitation, the following: (a) those risks and uncertainties related
to general economic conditions, (b) whether we are able to manage our planned growth efficiently and operate profitably, (c) whether we
are able to generate sufficient revenues or obtain financing to sustain and grow our operations, and (d) whether we are able to successfully
fulfill our primary requirements for cash. We assume no obligation to update forward-looking statements, except as otherwise required
under federal securities laws.
Impact of COVID-19 on Our Operations and Financial Performance
Outbreaks of epidemic, pandemic, or contagious diseases
such as COVID-19, could have an adverse effect on our business, financial condition, and results of operations. The spread of COVID-19
has resulted in the World Health Organization declaring the outbreak of COVID-19 as a global pandemic. Substantially all of our revenues
and workforce are concentrated in China. In response to the intensifying efforts to contain the spread of COVID-19, the Chinese government
took a number of actions, which included extending the Chinese New Year holiday, quarantining individuals suspected of having COVID-19,
asking residents in China to stay at home and to avoid public gathering, among other things. During the early part of 2020, COVID-19 caused
temporary closure of our CMP production, and as a result, our revenue of CMP decreased by 49.89 % in the first quarter of 2020. It is,
however, still unclear how the pandemic will evolve going forward, and we cannot assure you whether the COVID-19 pandemic will again bring
about significant negative impact on our business operations, financial condition and operating results, including but not limited to
negative impact to our total revenues.
While we have resumed business operations, there remain
significant uncertainties surrounding the COVID-19 outbreak and its further development as a global pandemic. Hence, the extent of the
business disruption and the related impact on our financial results and outlook for the rest of 2021 cannot be reasonably estimated at
this time. The extent to which the COVID-19 impacts our results will depend on future developments, which are highly uncertain and cannot
be predicted, including new information which may emerge concerning the severity of the coronavirus and the actions taken globally to
contain the coronavirus or treat its impact, among others. Existing insurance coverage may not provide protection for all costs that may
arise from all such possible events. We are still assessing our business operations and the total impact COVID-19 may have on our results
and financial condition, but there can be no assurance that this analysis will enable us to avoid part or all of any impact from the spread
of COVID-19 or its consequences, including downturns in business sentiment generally.
Recent Development
In November 2020, we completed inviting bids for
the 75 tonne per hour biomass boiler procurement for our biomass cogeneration project (the “Cogeneration Project”). Multiple
well-known enterprises in the biomass industry participated in tendering opening bids. In February 2021, we completed evaluation on the
bidding proposals and announced that Tai Shan Group Co., Ltd., a top manufacturer in the biomass industry in China, has won the bid. Installation
of the boilers is expected to commence in the near future. We expect to participate in the bidding process for urban central heating projects.
In April 2021, the Company obtained qualification to supply central heating in industrial parks for the Cogeneration Project.
On April 2021, the Company announced it has completed
fundamental constructions on its new tissue paper production line (the “PM10”) and is working on the installation of accessory
equipment.
26
Results of Operations
Comparison of the Three months ended June 30, 2021 and 2020
Revenue for the three months ended June 30, 2021
was $46,534,915, an increase of $20,172,642, or 76.52%, from $26,362,273 for the same period in the previous year. This was mainly due
to the increase in sales volume of corrugating medium paper (“CMP”) and offset printing paper and the increase in Average
Selling Prices (ASPs) of CMP and tissue paper products.
Revenue of Offset Printing Paper, Corrugating Medium Paper and Tissue
Paper Products
Revenue from sales of offset printing paper, CMP
and tissue paper products for the three months ended June 30, 2021 was $46,426,045, an increase of $20,909,326, or 81.94%, from $25,516,720
for the second quarter of 2020. Total offset printing paper, CMP and tissue paper products sold during the three months ended June 30,
2021 amounted to 86,609 tonnes, an increase of 21,951 tonnes, or 33.95%, compared to 64,658 tonnes sold in the comparable period in the
previous year. The increase was mainly due to the production suspension of CMP and offset printing paper due to the impact of COVID-19
during mid-January 2020 to early March 2020. Full capacity of CMP production resumed in May 2020 and the production and sales of offset
printing paper resumed in June2020. The changes in revenue dollar amount and in quantity sold for the three months ended June 30, 2021
and 2020 are summarized as follows:
Three Months Ended
Three Months Ended
Percentage
June 30, 2021
June 30, 2020
Change in
Change
Sales Revenue
Quantity
(Tonne)
Amount
Quantity
(Tonne)
Amount
Quantity
(Tonne)
Amount
Quantity
Amount
Regular CMP
60,507
$ 30,252,256
46,980
$ 17,372,097
13,527
$ 12,880,159
28.79 %
74.14 %
Light-Weight CMP
13,491
$ 6,561,375
12,611
$ 4,502,628
880
$ 2,058,747
6.98 %
45.72 %
Total CMP
73,998
$ 36,813,631
59,591
$ 21,874,725
14,4
07
$ 14,938,906
24.18 %
68.29 %
Offset Printing Paper
10,415
$ 7,184,221
2,183
$ 1,262,188
8,232
$ 5,922,033
377.10 %
469.19 %
Tissue Paper Products
2,196
$ 2,428,193
2,884
$ 2,379,807
(688 )
$ 48,387
-23.86 %
2.03 %
Total CMP, Offset Printing Paper and Tissue Paper Revenue
86,609
$ 46,426,045
64,658
$ 25,516,720
21,951
$ 20,909,326
33.95 %
81.94 %
Monthly sales revenue for the 24 months ended June 30, 2021, are summarized
below:
27
The Average Selling Prices (ASPs) for our main products in the three
months ended June 30, 2021 and 2020 are summarized as follows:
Offset Printing
Paper ASP
Regular
CMP ASP
Light-Weight
CMP ASP
Tissue Paper
Products ASP
Three Months ended June 30, 2020
$ 578
$ 370
$ 357
$ 825
Three Months ended June 30, 2021
$ 690
$ 500
$ 486
$ 1,106
Increase from comparable period in the previous year
$ 112
$ 130
$ 129
$ 281
Increase by percentage
19.38 %
35.14 %
36.13 %
34.06 %
The following chart shows the month-by-month ASPs for the 24-month
period ended June 30, 2021:
Corrugating Medium Paper
Revenue from CMP amounted to $36,813,631 (79.30% of the total offset
printing paper, CMP and tissue paper products revenues) for the three months ended June 30, 2021, representing an increase of $14,938,906,
or 68.29%, from $21,874,725 for the comparable period in 2020.
We sold 73,998 tonnes of CMP in the three months ended June 30, 2021
as compared to 59,591 tonnes for the same period in 2020, representing a 24.18% increase in quantity sold.
ASP for regular CMP increased from $370/tonne for the three months
ended June 30, 2020 to $500/tonne for the three months ended June 30, 2021, representing a 35.14% increase. ASP in RMB for regular CMP
for the second quarter of 2020 and 2021 was RMB2,610 and RMB3,224, respectively, representing a 23.52% increase. The quantity of regular
CMP sold increased by 13,527 tonnes, from 46,980 tonnes in the second quarter of 2020 to 60,507 tonnes in the second quarter of 2021.
ASP for light-weight CMP increased from $357/tonne for the three months
ended June 30, 2020 to $486/tonne for the three months ended June 30, 2021, representing a 36.13% increase. ASP in RMB for light-weight
CMP for the second quarter of 2020 and 2021 was RMB2,522 and RMB3,136, respectively, representing a 24.35% increase. The quantity of light-weight
CMP sold increased by 880 tonnes, from 12,611 tonnes in the second quarter of 2020, to 13,491 tonnes in the second quarter of 2021.
Our PM6 production line, which produces regular CMP, has a designated
capacity of 360,000 tonnes /year. The utilization rates for the second quarter of 2021 and 2020 were 68.20% and 52.47%, respectively,
representing an increase of 15.73%.
28
Quantities sold for regular CMP that was produced by the PM6 production
line from July 2019 to June 2021 are as follows:
Tissue Paper Products
Revenue from tissue paper products was
$2,428,193 (5.23% of the total offset printing paper, CMP and tissue paper products revenues) for the three months ended June 30,
2021, representing an increase of $48,387, or 2.03%, from $2,379,807 for the three months ended June 30, 2020. We sold 2,196 tonnes
of tissue paper in the second quarter of 2021, as compared to 2,884 tonnes in the comparable period of 2020, representing a decrease
of 688 tonnes, or 23.86%.
ASP for tissue paper products increased from $825/tonne for the three months ended June 30, 2020 to
$1,106/tonne for the three months ended June 30, 2021, representing a 34.06% increase. ASP in RMB for tissue paper products for the
second quarter of 2020 and 2021 was RMB5,827 and RMB7,130, respectively, representing a 22.36% increase.
Offset printing paper
Revenue from offset printing paper was $7,184,221
(15.47% of the total offset printing paper, CMP and tissue paper products revenues) for the three months ended June 30, 2021, representing
an increase of $5,922,033, or 469.19%, from $1,262,188 for the three months ended June 30, 2020. We sold 10,415 tonnes of offset printing
paper in the second quarter of 2021, as compared to 2,183 tonnes in the comparable period of 2020, an increase of 8,232 tonnes, or 377.10%.
ASPs for offset printing paper for the second quarter of 2020 and 2021 were $578 and $690, respectively, representing a 19.38% increase.
ASP in RMB for offset printing paper for the second quarter of 2020 and 2021 was RMB4,071 and RMB4,454, respectively, representing a 9.41%
increase.
29
Revenue of Face Mask
On April 29, 2020, we launched production line
of non-medical single-use face masks, following completion of raw materials preparation, trial run of the equipment and the sample products
inspection. Revenue generated from selling face mask were $108,869 for the three months ended June 30, 2021. We sold 2,635 thousand pieces
of face masks in the second quarter of 2021.
Cost of Sales
Total cost of sales for CMP, offset printing paper
and tissue paper products for the quarter ended June 30, 2021 was $43,407,855, an increase of $19,946,564, or 85.02%, from $23,461,291
for the comparable period in 2020. This was mainly due to the increase in sales quantity of CMP and offset printing paper and the increase
in material costs.
Cost of sales for CMP was $34,838,381 for the
quarter ended June 30, 2021, as compared to $19,743,977 for the comparable period in 2020. The increase in the cost of sales of $15,094,405
for CMP was mainly due to the increase in sales volume of regular CMP and the increase in average cost of sales. Average cost of sales
per tonne for CMP increased by 42.30%, from $331 in the second quarter of 2020 to $471 in the second quarter of 2021. The increase in
average cost of sales was mainly attributable to the higher average unit purchase costs (net of applicable value added tax) of recycled
paper board in second quarter of 2021 compared to the second quarter of 2020.
Cost of sales for offset printing paper was $5,909,029
for the quarter ended June 30, 2021, as compared to $963,531 for the comparable period in 2020. Average cost of sales per tonne of offset
printing paper increased by 28.57%, from $441 in the three months ended June 30, 2020, to $567 during the comparable period in 2021. The
increase in average cost of sales of offset printing paper was mainly due to the increase in average unit purchase costs (net of applicable
value added tax) of recycled white scrap paper.
Cost of sales for tissue paper products was $2,660,444
for the quarter ended June 30, 2021, as compared to $2,753,783 for the comparable period in 2020. The decrease in the cost of sales of
$93,339 for tissue paper products was mainly due to the decrease in sales volume of tissue paper products, partially offset by the increase
in average cost of sales. Average cost of sales per tonne of tissue paper products increased by 26.81%, from $955 in the three months
ended June 30, 2020, to $1,211 for the comparable period in 2021. This is mainly due to the increase in cost of tissue base paper.
Changes in cost of sales and cost per tonne by product for the quarters
ended June 30, 2021 and 2020 are summarized below:
Three Months Ended
Three Months Ended
June 30, 2021
June 30, 2020
Change in
Change in percentage
Cost of Sales
Cost per Tonne
Cost of Sales
Cost per Tonne
Cost of Sales
Cost per Tonne
Cost of
Sales
Cost per
Tone
Regular CMP
$ 28,717,334
$ 475
$ 15,804,679
$ 336
$ 12,912,655
$ 139
81.70 %
41.37
Light-Weight CMP
$ 6,121,047
$ 454
$ 3,939,298
$ 312
$ 2,181,750
$ 142
55.38 %
45.51
Total CMP
$ 34,838,381
$ 471
$ 19,743,977
$ 331
$ 15,094,405
$ 140
76.45 %
42.30
Offset Printing Paper
$ 5,909,029
$ 567
$ 963,531
$ 441
$ 4,945,498
$ 126
513.27 %
28.57
Tissue Paper Products
$ 2,660,444
$ 1,211
2,753,783
$ 955
$ (93,339 )
$ 256
-3.39 %
26.81
Total CMP, Offset Printing Paper and Tissue Paper
$ 43,407,855
$ n/a
$ 23,461,291
$ n/a
$ 19,946,564
$ n/a
85.02 %
n/a
Our average unit purchase costs (net of
applicable value added tax) of recycled paper board and recycled white scrap paper in the three months ended June 30, 2021 were RMB
2,112/tonne (approximately $327/tonne) and RMB 2,358/tonne (approximately $365/tonne), as compared to RMB 1,371/tonne (approximately
$195/tonne) and RMB 1,947/tonne (approximately $277/tonne) for the three months ended June 30, 2020. These changes (in US dollars)
represent a year-over-year increase of 67.69% for the recycled paper board. We use domestic recycled paper (sourced mainly from the
Beijing-Tianjin metropolitan area) exclusively. Although we do not rely on imported recycled paper, the pricing of which tends to be
more volatile than domestic recycled paper, our experience suggests that the pricing of domestic recycled paper bears some
correlation to the pricing of imported recycled paper.
30
The pricing trends of our major raw materials for the 24-month period
from July 2019 to June 2021 are shown below:
Electricity and gas are our two main energy sources.
Electricity and gas accounted for approximately 4% and 10.2% of total sales in the second quarter of 2021, respectively, compared to 4%
and 10.3% of total sales in the second quarter of 2020. The monthly energy cost as a percentage of total monthly sales of our main paper
products for the 24 months ended June 30, 2021 are summarized as follows:
Gross Profit
Gross profit for the three months ended June
30, 2021 was $3,029,019 (6.51% of the total revenue), representing an increase of $470,190, or 18.38%, from the gross profit of $2,558,829
(9.71% of the total revenue) for the three months ended June 30, 2020, as a result of factors described above.
31
Offset Printing Paper, CMP and Tissue Paper Products
Gross profit for offset printing paper, CMP and
tissue paper products for the three months ended June 30, 2021 was $3,018,191, an increase of $962,762, or 46.84%, from the gross profit
of $2,055,429 for the three months ended June 30, 2020. The increase was mainly the result of the factors discussed above.
The overall gross profit margin for offset printing
paper, CMP and tissue paper products decreased by 1.56 percentage points, from 8.06% for the three months ended June 30, 2020, to 6.50%
for the three months ended June 30, 2021.
Gross profit margin for regular CMP for the three
months ended June 30, 2021 was 5.07%, or 3.95 percentage points lower, as compared to gross profit margin of 9.02% for the three months
ended June 30, 2020. Such decrease was mainly due to the increase in cost of recycled paper board, partially offset by the increase of
ASP of regular CMP in the second quarter of 2021.
Gross profit margin for light-weight CMP for the
three months ended June 30, 2021 was 6.71%, or 5.80 percentage points lower, as compared to gross profit margin of 12.51% for the three
months ended June 30, 2020. The decrease was mainly due to increase in cost of recycled paper board, partially offset by the increase
in ASP of light-weight CMP in the second quarter of 2021.
Gross profit margin for offset printing paper
was 17.75% for the three months ended June 30, 2021, a decrease of 5.91 percentage points, as compared to 23.66% for the three months
ended June 30, 2020. The decrease was mainly due to the increase in cost of recycled white scrap paper, partially offset by the increase
in ASP of offset printing paper in the second quarter of 2021.
Gross profit margin for tissue paper products
for the three months ended June 30, 2021 was -9.56%, or 6.15 percentage points higher, as compared to gross profit margin of -15.71% for
the three months ended June 30, 2020. The decrease in gross profit margin was mainly due to the increase in ASP of tissue paper products,
partially offset by the increase in cost of base paper in the second quarter of 2021.
32
Monthly gross profit margins on the sales of our CMP and offset printing
paper for the 24-month period ended June 30, 2021 are as follows:
Face Masks
Gross profit for face masks for the three months ended June 30, 2021
was $10,829, representing a gross profit margin of 9.95%.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for
the three months ended June 30, 2021 were $2,597,611, a decrease of $759,861, or 22.63% from $3,357,472 for the three months ended June
30, 2020. The decrease was mainly due to the higher share based compensation charge in April 2020, partially offset by the increase of
RMB expenses converted to USD as a result of deprecation of USD against RMB.
Income (Loss) from Operations
Operating income for the quarter ended June 30,
2021 was $431,408, an increase of $1,230,051, or 154.02%, from loss from operations of $798,643 for the quarter ended June 30, 2020. The
increase in income from operations was primarily due to the increase in gross profit and decrease in selling, general and administrative
expenses.
Other Income and Expenses
Interest expense for the three months
ended June 30, 2021 increased by $42,463, from $241,436 in the three months ended June 30, 2020, to $283,899. The Company had short-term
and long-term interest-bearing loans, related party loans and leasing obligations that aggregated $16,566,327 as of June 30, 2021, as
compared to $14,916,307 as of June 30, 2020.
Loss on derivative liability
The Company analyzed the warrants for derivative
accounting consideration under ASC 815, “Derivatives and Hedging, and hedging,” and determined that the instrument should
be classified as a liability. ASC 815 requires we assess the fair market value of derivative liability at the end of each reporting period
and recognize any change in the fair market value as other income or expense item. The change in fair value of derivative liability for
the three months ended June 30, 2021 was $4,509,007.
Net Loss
As a result and the factors discussed above, net
loss was $453,248 for the quarter ended June 30, 2021, representing a decrease of loss of $526,783, or 53.75%, from net loss of $980,031
for the quarter ended June 30, 2020.
33
Comparison of the six months ended June
30, 2021 and 2020
Revenue for the six months
ended June 30, 2021 was $70,744,342, an increase of $35,638,218, or 101.52%, from $35,106,124 for the same period in the previous year.
Revenue of Offset Printing Paper, Corrugating
Medium Paper and Tissue Paper Products
Revenue from sales of offset
printing paper, CMP and tissue paper products for the six months ended June 30, 2021 was $70,505,015, an increase of $36,244,444, or 105.79%,
from $34,260,571 for the six months ended June 30, 2020. This was mainly due to the increase in sales volume of Regular CMP and offset
printing paper and the increase in ASP of CMP, offset printing paper and tissue paper products. Total quantities of offset printing paper,
CMP and tissue paper products sold during the six months ended June 30, 2021 amounted to 132,168 tonnes, an increase of 47,649 tonnes,
or 56.38%, compared to 84,519 tonnes sold during the six months ended June 30, 2020. Total quantities of CMP and offset printing paper
sold increased by 48,401 tonnes in the six months of 2021 as compared to the same period of 2020. The increase was mainly due to the production
suspension of CMP and offset printing paper due to the impact of COVID-19 in mid-January 2020 to early March 2020. Full capacity of CMP
production resumed in May 2020, and the production and sales of offset printing paper resumed in June2020.The changes in revenue and quantity
sold for the six months ended June 30, 2021 and 2020 are summarized as follows:
A summary of the above changes
and further analyses of the changes in our sales revenue are as follows:
Six Months Ended
Six Months Ended
Percentage
June 30, 2021
June 30, 2020
Change in
Change
Sales Revenue
Quantity
(Tonne)
Amount
Quantity
(Tonne)
Amount
Quantity
(Tonne)
Amount
Quantity
Amount
Regular CMP
94,133
$ 47,216,294
60,767
$ 23,094,037
33,366
$ 24,122,258
54.91 %
104.45 %
Light-Weight CMP
21,161
$ 10,309,109
17,500
$ 6,518,191
3,661
$ 3,790,918
20.92 %
58.16 %
Total CMP
115,294
$ 57,525,403
78,267
$ 29,612,228
37,027
$ 27,913,175
47.31 %
94.26 %
Offset Printing Paper
13,557
$ 9,300,003
2,183
$ 1,262,188
11,374
$ 8,037,815
521.03 %
636.82 %
Tissue Paper Products
3,317
$ 3,679,609
4,069
3,386,155
(752 )
$ 293,454
-18.48 %
8.67 %
Total CMP, Offset Printing Paper and Tissue Paper Revenue
132,168
$ 70,505,015
84,519
$ 34,260,571
47,649
$ 36,244,444
56.38 %
105.79 %
ASPs for our main products
in the six-month period ended June 30, 2021and 2020 are summarized as follows:
Offset Printing Paper ASP
Regular CMP ASP
Light-Weight CMP ASP
Tissue Paper Products ASP
Six Months Ended June 30, 2020
$ 578
$ 380
$ 372
$ 832
Six Months Ended June 30, 2021
$ 686
$ 502
$ 487
$ 1109
Increase from comparable period in the previous year
$ 108
$ 122
$ 115
$ 277
Increase by percentage
18.69 %
32.11 %
30.91 %
33.29 %
Revenue of Face Mask
Revenue generated from selling
face masks were $239,327 for the six months ended June 30, 2021. We sold 6,470 thousand pieces of face masks for the six months ended
June 30, 2021.
34
Cost
of Sales
Total cost of sales for CMP, offset printing
paper and tissue paper products in the six months ended June 30, 2021 was $65,680,350, an increase of $33,305,489, or 102.87%, from $32,374,861
for the six months ended June 30, 2020. This was mainly a result of the increase in sales volume of CMP and offset printing paper and
the increase in material costs. Cost of sales for CMP was $53,697,316 for the six months ended June 30, 2021, as compared to $26,939,324
in the same period of 2020. The increase in the cost of sales of $26,757,992 for CMP was mainly due to the increase in the quantities
of regular CMP sold and the increase in cost of recycled paper board in the six months of 2021. Average cost of sales per tonne for CMP
increased by 35.47%, from $344 for the six months ended June 30, 2020, to $466 in the same period of 2021. This is mainly attributable
to the higher average unit purchase costs (net of applicable value added tax) of recycled paper board. Cost of sales for offset printing
paper was $7,614,967 for the six months ended June 30, 2021, as compared to $963,531 in the same period of 2020. Average cost of sales
per tonne of offset printing paper increased by 27.44%, from $441 for the six months ended June 30, 2020, to $562 in the same period
of 2021. The increase was mainly attributable to higher average unit purchase costs (net of applicable value added tax) of recycled white
scrap paper. Cost of sales for tissue paper products was $4,368,067 for the six months ended June 30, 2021, as compared to $4,472,006
in the same period of 2020. Average cost of sales per tonne of tissue paper products increased by 19.84%, from $1,099 for the six months
ended June 30, 2020, to $1,317 for the same period of 2021.
Changes
in cost of sales and cost per tonne by product for the six months ended June 30, 2021 and 2020 are summarized below:
Six Months Ended
Six Months Ended
June 30, 2021
June 30, 2020
Change in
Change in percentage
Cost of Sales
Cost per Tonne
Cost of Sales
Cost per tonne
Cost of Sales
Cost per Tonne
Cost of Sales
Cost per Tone
Regular CMP
$ 44,238,716
$ 470
$ 21,244,189
$ 350
$ 22,994,527
$ 120
108.24 %
34.29 %
Light-Weight CMP
$ 9,458,600
$ 447
$ 5,695,135
$ 325
$ 3,763,465
$ 122
66.08 %
37.54 %
Total CMP
$ 53,697,316
$ 466
$ 26,939,324
$ 344
$ 26,757,992
$ 122
99.33 %
35.47 %
Offset Printing Paper
$ 7,614,967
$ 562
$ 963,531
$ 441
$ 6,651,436
$ 121
690.32 %
27.44 %
Tissue Paper Products
$ 4,368,067
$ 1,317
$ 4,472,006
$ 1,099
$ (103,939 )
$ 218
-2.32 %
19.84 %
Total CMP, Offset Printing Paper and Tissue Paper Revenue
$ 65,680,350
$ n/a
$ 32,374,861
$ n/a
$ 33,305,489
$ n/a
102.87 %
n/a %
Gross
Profit
Gross
profit for the six months ended June 30, 2021 was $4,860,024 (6.87% of the total revenue), representing an increase of $2,470,914, or
103.42%, from the gross profit of $2,389,110 (6.81% of the total revenue) for the six months ended June 30, 2020. The increase was mainly
due to (i) the increase in quantities sold of CMP and offset printing paper and (ii) the increase of ASP of CMP, offset printing paper
and tissue paper products, partially offset by the decrease in sales quantities of tissue paper products.
Offset
Printing Paper, CMP and Tissue Paper Products
Gross
profit for offset printing paper, CMP and tissue paper products for the six months ended June 30, 2021 was $4,824,665, an increase of
$2,938,955, or 155.85%, from the gross profit of $1,885,710 for the six months ended June 30, 2020. The increase was mainly the result
of the factors discussed above.
The
overall gross profit margin for offset printing paper, CMP and tissue paper products increased by 1.34 percentage points, from 5.50%
for the six months ended June 30, 2020, to 6.84% for the six months ended June 30, 2021.
Gross
profit margin for regular CMP for the six months ended June 30, 2021 was 6.31%, or 1.70 percentage points lower, as compared to gross
profit margin of 8.01% for the six months ended June 30, 2020. Such decrease was primarily due to theincrease in unit cost of sales,
partially offset by the increase in ASP of regular CMP.
35
Gross
profit margin for light-weight CMP for the six months ended June 30, 2021 was 8.25%, or 4.38 percentage points lower, as compared to
gross profit margin of 12.63% for the six months ended June 30, 2020. Such decrease was primarily due to increase in unit cost of sales,
partially offset by the increase in ASP oflight-weight CMP.
Gross
profit margin for offset printing paper was 18.12% for the six months ended June 30, 2021, a decrease of 5.54 percentage points, as compared
to 23.66% for the six months ended June 30, 2020. Such decrease was mainly due to the increase of purchase price of recycled white scrap
paper, partially offset by the increase in ASP of offset printing paper.
Gross
profit margin for tissue paper products was -18.71% for the six months ended June 30, 2021, an increase of 13.36 percentage points, as
compared to -32.07% for the six months ended June 30, 2020.
Face
Mask
Gross
profit for face mask for the six months ended June 30, 2021was $35,359, representing a gross profit margin of 14.77%.
Selling,
General and Administrative Expenses
Selling,
general and administrative expenses for the six months ended June 30, 2021were $5,152,929, a decrease of $901,506, or 14.89% from $6,054,435
for the six months ended June 30, 2020. The decrease was mainly due to higher share based compensation charge and expenses in April 2020,
partially offset by the increase of RMB expenses converted to USD as a result of the deprecation of USD against RMB.
Loss
from Operations
Operating
loss for the six months ended June 30, 2021 was $292,905, a decrease of $3,372,420, or 92.01%, from $3,665,325 for the six months ended
June 30, 2020. The decrease in loss was primarily due to the increase in gross profit and decrease in selling, general and administrative
expenses.
Other
Income and Expenses
Interest
expense for the six months ended June 30, 2021 increased by $76,646, from $486,154 for the six months ended June 30, 2020, to $562,800.
The Company had short-term and long-term interest-bearing loans and lease obligation that aggregated $16,566,327 as of June 30, 2021,
as compared to $14,916,307 as of June 30, 2020.
Loss
on derivative liability
The
Company analyzed warrants for derivative accounting consideration under ASC 815, “Derivatives and Hedging, and hedging,”
and determined that the instrument should be classified as a liability. ASC 815 requires we assess the fair market value of derivative
liability at the end of each reporting period and recognize any change in the fair market value as other income or expense item. The
change in fair value of derivative liability for the six months ended June 30, 2021 was $ 872,040.
Net Loss
As a result of the above, net loss was $4,792,104
for the six months ended June 30, 2021, representing an increase of loss of $1,375,786, or 40.27%, from net loss of $3,416,318 for six
months ended June 30, 2020.
Accounts
Receivable
Net
accounts receivable increased by $3,204,213, or 134.12%, to $5,593,270 as of June 30, 2021, as compared with $2,389,057 as of December
31, 2020. We usually collect accounts receivable within 30 days of delivery and completion of sales.
Inventories
Inventories
consist of raw materials (accounting for 79.42% of total value of inventory as of June 30, 2021), semi-finished goods and finished goods.
As of June 30, 2021, the recorded value of inventory increased by 845.97% to $11,671,350 from $1,233,801 as of December 31, 2020. As
of June 30, 2021, the inventory of recycled paper board, which is the main raw material for the production of CMP, was $7,666,163, approximately
$7,646,704, or 39296.49%, higher than the balance as of December 31, 2020. Due to the volatility of recycled paper board price and recycled
white scrap paper, a minimum level of inventory was maintained at the end of 2020.
36
A
summary of changes in major inventory items is as follows:
June 30,
December 31,
2021
2020
$ Change
% Change
Raw Materials
Recycled paper board
$ 7,666,163
$ 19,459
7,646,704
39295.76 %
Recycled white scrap paper
939,199
11,193
928,006
8290.78 %
Tissue base paper
268,785
14,027
254,758
1816.20 %
Gas
184,144
55,473
128,671
231.95 %
Mask fabric and other raw materials
210,629
167,399
43,230
25.82 %
Total Raw Materials
9,268,919
267,551
9,001,368
3364.35 %
Semi-finished Goods
751,286
176,703
574,583
325.17 %
Finished Goods
1 ,651,145
789,547
861,599
109.13 %
Total inventory, gross
11,671,350
1,233,801
10,437,549
845.97 %
Inventory reserve
-
-
-
Total inventory, net
$ 11,671,350
$ 1,233,801
10,437,549
845.97 %
Renewal
of operating lease
On
August 7, 2013, the Company’s Audit Committee and the Board of Directors approved the sale of the land use right of the Headquarters
Compound (the “LUR”), the office building and essentially all industrial-use buildings in the Headquarters Compound (the
“Industrial Buildings”), and three employee dormitory buildings located within the Headquarters Compound (the “Dormitories”)
to Hebei Fangsheng for cash prices of approximately $2.77 million, $1.15 million, and $4.31 million respectively. In connection with
the sale of the Industrial Buildings, Hebei Fangsheng agreed to lease the Industrial Buildings back to the Company for its original use
for a term of up to three years, with an annual rental payment of approximately $154,603 (RMB1,000,000). The lease agreement expired
in August 2016. On August 6, 2016 and August 6, 2018, the Company entered into two supplementary agreements with Hebei Fangsheng, who
agreed to extend the lease term to August 9, 2022 with the same rental payment as original lease agreement.
Capital
Expenditure Commitment as of June 30, 2021
On
May 5, 2020, the Company announced it planned the commercial launch of a new tissue paper production line PM10. In connection with the
PM10, the Company signed an agreement to purchase paper machine with a paper machine supplier. The Company expected the new tissue paper
production line to be launched after the completion of trial run.
As
of June 30, 2021, we had approximately $4.6 million in capital expenditure commitments that were mainly related to the purchase of paper
machine of PM10. The infrastructure work of PM10 has been completed and the associated ancillary facilities are working in the progress.
These commitments are expected to be financed by bank loans and cash flows generated from our business operations.
In
February 2021, we completed evaluation on the bidding proposals and announced that Tai Shan Group Co., Ltd., a top manufacturer in
the biomass industry in China, has won the bid for the 75 tonne per hour biomass boiler procurement for the Cogeneration Project.
Installation of the boilers is expected to commence in the near future. We expect to participate in the bidding process for urban
central heating projects. In April 2021, the Company obtained qualification to supply central heating in industrial parks for the
Cogeneration Project.
Financing
with Sale-Leaseback
The
Company entered into a sale-leaseback arrangement (the “Lease Financing Agreement”) with TAC Leasing Co., Ltd.(“TLCL”)
on August 6, 2020, for a total financing proceeds in the amount of RMB 16 million (approximately US$2.5 million). Under the sale-leaseback
arrangement, Hebei Tengsheng sold the Leased Equipment to TLCL for RMB 16 million (approximately US$2.5 million). Concurrent with the
sale of equipment, Hebei Tengsheng leases back the equipment sold to TLCL for a lease term of three years. At the end of the lease term,
Hebei Tengsheng may pay a nominal purchase price of RMB 100 (approximately $15) to TLCL and buy back the Leased Equipment. The Leased
Equipment in amount of $2,349,452 was recorded as right of use assets and the net present value of the minimum lease payments was recorded
as lease liability and calculated with TLCL’s implicit interest rate of15.6% per annum and stated at $567,099 at the inception
of the lease on August 17, 2020.
Hebei
Tengsheng made payments due according to the schedule. The balance of Leased Equipment net of amortization was $2,339,145 and $2,397,653
as of June 30, 2021 and December 31, 2020, respectively. The lease liability was $453,573 and $536,959, and its current portion in the
amount of $199,544 and $182,852 as of June 30, 2021 and December 31, 2020, respectively.
37
Amortization
of the Leased Equipment was $41,457 and nil for the three months ended June 30, 2021 and 2020. Amortization of the Leased Equipment was
$82,454 and nil for the six months ended June 30, 2021 and 2020. Total interest expenses for the sale-leaseback arrangement was $18,932
and nil for the three months ended June 30, 2021 and 2020. Total interest expenses for the sale-leaseback arrangement was $39,350 and
nil for the six months ended June 30, 2021 and 2020.
As
a result of the sale and leaseback, a deferred gain in the amount of $430,695 was recorded. The deferred gain is amortized over the lease
term and as an offset to amortization of the Leased Equipment.
Cash
and Cash Equivalents
Our
cash, cash equivalents and restricted cash as of June 30, 2021 was $30,273,543, an increase of $26,131,106, from $4,142,437 as of December
31, 2020. The increase of cash and cash equivalents for the six months ended June 30, 2021 was attributable to a number of factors:
i.
Net cash provided by (used in) operating activities
Net
cash used in operating activities was $15,570,363 for the six months ended June 30, 2021. The balance represented a decrease of cash
of $21,426,988, or 365.86%, from $5,856,625 of net cash provided for the six months ended June 30, 2020. Net loss for the six months
ended June 30, 2021 was $4,792,104, representing an increase of loss of $1,375,786, or 40.27%, from a net loss of $3,416,318 for the
six months ended June 30, 2020. Changes in various asset and liability account balances throughout the six months ended June 30, 2021
also contributed to the net change in cash from operating activities in six months ended June 30, 2021. Chief among such changes is the
increase of accounts receivable in the amount of $3,229,340 during the six months of 2021 (a decrease to net cash). There was also an
increase of $10,412,117 in the ending inventory balance as of June 30, 2021 (a decrease to net cash). In addition, the Company had non-cash
expenses relating to depreciation and amortization in the amount of $8,166,403. The Company also had a net increase of $8,060,524 in
prepayment and other current assets (a decrease to net cash) and a net increase of $758,264 in other payables and accrued liabilities
and related parties (a decrease to net cash), as well as an increase in income tax payable of $425,654 (an increase to net cash) during
the six months ended June 30, 2021.
ii.
Net cash used in investing activities
We
incurred $171,541 in net cash expenditures for investing activities during the three months ended June 30, 2021, as compared to $981,150
for the same period of 2020. Payments in the three months ended June 30, 2021 were for the payments for purchase of vehicles and paper
machine equipment.
iii.
Net cash provided by financing activities
Net
cash provided by financing activities was proceeds from issuance of shares and warrants net of repayment of loans and lease obligation
of $41,671,591 for the six months ended June 30, 2021, as compared to net cash provided by financing activities in the amount of $ 2,273,360
for the six months ended June 30, 2020.
Short-term
bank loans
June 30,
December 31,
2021
2020
Industrial and Commercial Bank of China (“ICBC”)
$ 6,422,501
$ 6,435,348
Total short-term bank loans
$ 6,422,501
$ 6,435,348
On
December 11, 2020, the Company entered into a working capital loan agreement with the ICBC, with a balance of $6,422,501 and $6,435,348
as of June 30, 2021 and December 31, 2020, respectively. The working capital loan was secured by the Land use right of Dongfang Paper
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
at various installments by December 7, 2021.
As
of June 30, 2021, there were guaranteed short-term borrowings of $6,422,501 and unsecured bank loans of $nil. As of December 31, 2020,
there were guaranteed short-term borrowings of $6,435,348 and unsecured bank loans of $nil.
The
average short-term borrowing rates for the three months ended June 30, 2021 and 2020 were approximately 4.79%.
The
average short-term borrowing rates for the six months ended June 30, 2021 and 2020 were approximately 4.79%.
38
Long-term
loans from credit union
As
of June 30, 2021 and December 31, 2020, loans payable to Rural Credit Union of Xushui District, amounted to $9,690,252and $9,594,017,
respectively.
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 June 30, 2021 and December 31,
2020, total outstanding loan balance was $1,331,249 and $1,318,028, respectively, Out of the total outstanding loan balance, current
portion amounted were $247,674 and $214,563 as of June 30, 2021 and December 31, 2020, respectively, which are presented as current liabilities
in the consolidated balance sheet and the remaining balance of $1,083,575 and $11,103,465 are presented as non-current liabilities in
the consolidated balance sheet as of June 30, 2021 and December 31, 2020, respectively.
On
July 15, 2013, the Company entered into a loan agreement with the Rural Credit Union of Xushui District for a term of 5 years, which
was originally due and payable in various installments from December 21, 2013 to July 26, 2018. On June 21, 2018, the loan was extended
for additional 5 years and will be due and payable in various installments from December 21, 2018 to June 20, 2023. The loan is secured
by certain of the Company’s manufacturing equipment with net book value of $1,522,164 and $2,349,796 as of June 30, 2021 and December
31, 2020, respectively. Interest payment is due quarterly and bears a fixed rate of 0.64% per month. As of June 30, 2021 and December
31, 2020, the total outstanding loan balance was $3,869,909 and $3,831,476, respectively. Out of the total outstanding loan balance,
current portion amounted were $417,950 and $337,169 as of June 30, 2021 and December 31, 2020 respectively, which are presented as current
liabilities in the consolidated balance sheet and the remaining balance of $3,451,959 and $3,494,307 are presented as non-current liabilities
in the consolidated balance sheet as of June 30, 2021 and December 31, 2020, 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 credit union. Interest payment is due quarterly and bears a fixed rate of 0.6% per month.
On March 22, 2021, the loan was renewed for additional one year and the repayments will be due on April 16, 2022. As of June 30, 2021
and December 31, 2020, the total outstanding loan balance was $2,476,742 and $2,452,145, respectively. Out of the total outstanding loan
balance, current portion amounted were $2,476,742 and $2,452,145 as of June 30, 2021 and December 31, 2020, respectively, which are presented
as current liabilities in the consolidated balance sheet as of June 30, 2021 and December 31, 2020, 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
is 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 credit union. Interest payment is due monthly and bears a fixed rate of 7.56% per annum.On
March 22, 2021, the loan was extendedand the repayments will be due on August 18, 2022. As of June 30, 2021 and December 31, 2020, the
total outstanding loan balance was $2,012,353 and $1,992,368, respectively. Out of the total outstanding loan balance, current portion
amounted were $nil and $1,992,368 as of June 30, 2021 and December 31, 2020, respectively, which are presented as current liabilities
in the consolidated balance sheet as of June 30, 2021 and December 31, 2020, respectively.
Total
interest expenses for the short-term bank loans and long-term loans for the three months ended June 30, 2021 and 2020 were $264,967 and
$241,436, respectively. Total interest expenses for the short-term bank loans and long-term loans for the six months ended June 30, 2021
and 2020 were $523,450 and $486,154, respectively.
39
Shareholder
Loans
Mr.
Zhenyong Liu, the Company’s CEO has loaned money to Dongfang Paper for working capital purposes over a period of time. On January
1, 2013, Dongfang Paper and Mr. Zhenyong Liu renewed the three-year term loan previously entered on January 1, 2010, and extended the
maturity date further to December 31, 2015. On December 31, 2015, the Company paid off the loan of $2,249,279, together with interest
of $391,374 for the period from 2013 to 2015. Approximately $396,796 and $392,855 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 June
30, 2021 and December 31, 2020, 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 June 30, 2021 and December 31, 2020, approximately $46,439 and $45,978 of interest, respectively were
outstanding to Mr. Zhenyong Liu, which was recorded in other payables and accrued liabilities as part of the current liabilities in the
consolidated balance sheet.
On
March 1, 2015, the Company entered an agreement with Mr. Zhenyong Liu which allows Dongfang Paper to borrow from Mr. Zhenyong Liu 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 June 30, 2021 and December 31, 2020, the outstanding interest was $212,748 and $210,635, respectively, which was recorded in other
payables and accrued liabilities as part of the current liabilities in the consolidated balance sheet.
As
of June 30, 2021 and December 31, 2020, total amount of loans due to Mr. Zhenyong Liu were $nil. The interest expense incurred for such
related party loans are $nil for the three and six months ended June 30, 2021 and 2020. The accrued interest owing to Mr. Zhenyong Liu
was approximately $655,983 and $649,468, as of June 30, 2021 and December 31, 2020, respectively, which was recorded in other payables
and accrued liabilities.
As
of June 30, 2021 and December 31, 2020, amount due to shareholder was $727,433, which represents funds from shareholders to pay for various
expenses incurred in the U.S. The amount is due on demand with interest free.
40
Critical
Accounting Policies and Estimates
The
Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States, which
require us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results
could differ materially from those estimates. The most critical accounting policies are listed below:
Revenue
Recognition Policy
The
Company recognizes revenue when goods are delivered and a formal arrangement exists, the price is fixed or determinable, the delivery
is completed, no other significant obligations of the Company exist, and collectability is reasonably assured. Goods are considered delivered
when the customer’s truck picks up goods at our finished goods inventory warehouse.
Long-Lived
Assets
The
Company evaluates the recoverability of long-lived assets and the related estimated remaining useful lives when events or circumstances
lead management to believe that the carrying value of an asset may not be recoverable and the undiscounted cash flows estimated to be
generated by those assets are less than the assets’ carrying amount. In such circumstances, those assets are written down to estimated
fair value. Our judgments regarding the existence of impairment indicators are based on market conditions, assumptions for operational
performance of our businesses, and possible government policy toward operating efficiency of the Chinese paper manufacturing industry.
For the three months ended June 30, 2021 and 2020, no events or circumstances occurred for which an evaluation of the recoverability
of long-lived assets was required. We are currently not aware of any events or circumstances that may indicate any need to record such
impairment in the future.
Foreign
Currency Translation
The
functional currency of Dongfang Paper and Baoding Shengde is the Chinese Yuan Renminbi (“RMB”). Under ASC Topic 830-30, all
assets and liabilities are translated into United States dollars using the current exchange rate at the end of each fiscal period. The
current exchange rates used by the Company as of June 30, 2021 and December 31, 2020 to translate the Chinese RMB to the U.S. Dollars
are 6.4601:1 and 6.5249:1, respectively. Revenues and expenses are translated using the prevailing average exchange rates at 6.4682:1
and 6.9931:1 for the three months ended June 30, 2021 and 2020, respectively. Translation adjustments are included in other comprehensive
income (loss).
Off-Balance
Sheet Arrangements
We
were the guarantor for Baoding Huanrun Trading Co., for its long-term bank loans in an amount of $4,798,687 (RMB31,000,000), which matures
at various times in 2023. Baoding Huanrun Trading Co. is one of our major suppliers of raw materials. This helps us to maintain a good
relationship with the supplier and negotiate for better terms in payment for materials. If Huanrun Trading Co. were to become insolvent,
the Company could be materially adversely affected. Except as aforesaid, we have no material off-balance sheet transactions.
41
Recent
Accounting Pronouncements
In
June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.
ASU 2016-13 replaced the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses
and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13
requires use of a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. ASU 2016-13
is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. In October 2019, the FASB issued ASU
No. 2019-10, “Financial Instruments-Credit Losses (Topic 326): Effective Dates”, to finalize the effective date delays for
private companies, not-for-profits, and smaller reporting companies applying the CECL standards. The ASU is effective for reporting periods
beginning after December 15, 2022 and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating
the impact of the adoption of ASU 2016-13 on our condensed consolidated financial statements.
Item
3. Quantitative and Qualitative Disclosures about Market Risk.
Foreign
Exchange Risk
While
our reporting currency is the US dollar, almost all of our consolidated revenues and consolidated costs and expenses are denominated
in RMB. All of our assets are denominated in RMB except for some cash and cash equivalents and accounts receivables. As a result, we
are exposed to foreign exchange risks as our revenues and results of operations may be affected by fluctuations in the exchange rate
between US dollar and RMB. If the RMB depreciates against the US dollar, the value of our RMB revenues, earnings and assets as expressed
in our US dollar financial statements will decline. We have not entered into any hedging transactions in an effort to reduce our exposure
to foreign exchange risk.
Inflation
Although
we are generally able to pass along minor incremental cost inflation to our customers, inflation such as increases in the costs of our
products and overhead costs may adversely affect our operating results. We do not believe that inflation in China has had a material
impact on our financial position or results of operations to date, however, a high rate of inflation in the future may have an adverse
effect on our ability to maintain current levels of gross margin and selling and distribution, general and administrative expenses as
a percentage of net revenues if the selling prices of our products do not increase in line with the increased costs.
Item
4. Controls and Procedures.
As
required by Rule 13a-15 of the Securities Exchange Act, as amended (the “Securities Act”), we have evaluated the effectiveness
of the design and operation of our disclosure controls and procedures, which were designed to provide reasonable assurance of achieving
their objectives. This evaluation was carried out under the supervision and with the participation of our management, including our principal
executive officer and principal financial officer. Based on this evaluation, our principal executive officer and principal financial
officer have concluded that, as of June 30, 2021, our disclosure controls and procedures were effective at the reasonable assurance level
to ensure (1) that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SEC’s rules and forms, and (2) information required to be disclosed
by us in our reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal
executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions
regarding required disclosure.
Changes
in Internal Control over Financial Reporting
There
were no changes with respect to our internal control over financial reporting that materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting in the quarterly period ended June 30, 2021.
42
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings.
None.
Item
1A. Risk Factors.
We
are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information
under this item.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Mine Safety Disclosures.
Not
applicable.
Item
5. Other Information.
None.
43
Item
6. Exhibits.
(a) Exhibits
31.1
Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
31.2
Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
32.1
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
Inline XBRL Instance Document
101.SCH
Inline XBRL Schema Document
101.CAL
Inline XBRL Calculation Linkbase Document
101.LAB
Inline XBRL Label Linkbase Document
101.PRE
Inline XBRL Presentation Linkbase Document
101.DEF
Inline XBRL Definition Linkbase Document
104.
Cover Page Interactive Data File - The cover page iXBRL tags are embedded within the inline XBRL document.
44
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
IT TECH PACKAGING, INC.
Date: August 10, 2021
/s/ Zhenyong Liu
Name:
Zhenyong Liu
Title:
Chief Executive Officer
(Principal Executive Officer)
Date: August 10, 2021
/s/ Jing Hao
Name:
Jing Hao
Title:
Chief Financial Officer
(Principal Financial Officer)
45
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.