Item 8. Financial Statements and Supplementary Data
Item
8. Financial Statements and Supplementary Data
Our
audited financial statement for the fiscal year ended December 31, 2021 and 2020, together with the report of the independent certified
public accounting firms thereon and the notes thereto, are presented beginning at page F-1.
50
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To: The
Board of Directors and Stockholders of
IT
Tech Packaging, Inc.
Opinion
on the Financial Statements
We
have audited the accompanying consolidated balance sheets of IT Tech Packaging, Inc. (the Company) as of December 31, 2021, and 2020,
and the related consolidated statements of income (loss) and comprehensive income (loss), changes in stockholders’ equity, and
cash flows for each of the years in the two-year period ended December 31, 2021, and the related notes (collectively referred to as the
financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the
Company as of December 31, 2021, and 2020, and the results of its operations and its cash flows for each of the years in the two-year
period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
Critical
Audit Matters
The critical audit matter communicated below is
a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the
audit committee and that: (1) related to the accounts or disclosures that are material to the financial statements and (2) involved our
especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in anyway our
opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate
opinion on the critical audit matters or on the accounts or disclosures to which they relate.
We determined that the auditing of deferred tax
asset should be considered a critical audit matter. The principal considerations in determining that this was a critical audit matter
was that the Company had a significant accumulated balance and the carrying value of such assets are subject to estimation, judgment,
and complex calculations. The balance resulted from temporary differences in taxes dues as the result of the difference in timing of recognition
of expenses that are required under generally accepted accounting principles, but may require deferral under local tax regulations. The
Company’s consolidated financial statements include entities in multiple jurisdictions with varying tax laws. These circumstances
lead to estimation and interpretation that may be challenging to assess and evaluate as part of the audit. The audit engagement team addressed
this critical accounting matter by reviewing the Company’s accounting policies, perform extended audit procedures including examination
of relevant local tax laws, testing for arithmetical accuracy of the asset, review of the Company’s assumptions and estimates concerning
future profitability, and independent recalculation of the future tax asset. The engagement team was satisfied with the evidence accumulated
to support our audit opinion and to mitigate the risk of material misstatement to an acceptable level. The accounts that are affected
by this critical audit matter are deferred tax assets, related valuation allowance and income tax expense.
/s/
WWC, P.C .
WWC,
P.C.
Certified
Public Accountants
We
have served as the Company’s auditor since March 25, 2018.
San
Mateo, California
PCAOB
NO.: 1171
March
15, 2022
F- 1
IT
TECH PACKAGING, INC.
CONSOLIDATED
BALANCE SHEETS
AS
OF DECEMBER 31, 2021 AND 2020
December
31,
December
31,
2021
2020
ASSETS
Current Assets
Cash and bank
balances
$ 11,201,612
$ 4,142,437
Restricted cash
-
-
Accounts receivable (net of allowance for doubtful accounts of $ 69,053 and $ 34,391 as of December 31, 2021 and December 31, 2020, respectively)
4,868,934
2,389,057
Inventories
5,844,895
1,233,801
Prepayments and other current
assets
25,796,640
7,051,515
Due
from related parties
7,804,068
92,795
Total current
assets
55,516,149
14,909,605
Prepayment on property, plant
and equipment
43,446,210
21,149,749
Finance lease right-of-use
assets, net
2,286,459
2,397,653
Property, plant, and equipment,
net
126,587,428
145,142,642
Value-added tax recoverable
2,430,277
2,566,195
Deferred
tax asset non-current
11,268,679
13,708,630
Total
Assets
$ 241,535,202
$ 199,874,474
LIABILITIES
AND STOCKHOLDERS' EQUITY
Current Liabilities
Short-term bank loans
$ 5,958,561
$ 6,435,348
Current portion of long-term
loans from credit union
6,838,465
4,996,245
Lease liability
210,161
182,852
Accounts payable
10,255
592,391
Advance from customers
39,694
82,625
Due to related parties
727,433
727,433
Accrued payroll and employee
benefits
291,206
224,930
Other payables and accrued
liabilities
5,250,539
4,838,601
Income
taxes payable
1,108,038
259,649
Total current
liabilities
20,434,352
18,340,074
Loans from credit union
2,980,065
4,597,772
Deferred gain on sale-leaseback
155,110
387,087
Lease liability - non-current
152,233
354,107
Derivative
liability
2,063,534
1,115,260
Total liabilities (including amounts of the consolidated VIE without recourse to the Company of $ 17,924,475 and $ 17,950,224 as of December 31, 2021 and 2020, respectively)
25,785,294
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 December 31, 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
10,496,168
5,740,722
Retained
earnings
110,146,329
109,240,794
Total
stockholders' equity
215,749,908
175,080,174
Total
Liabilities and Stockholders' Equity
$ 241,535,202
$ 199,874,474
See
accompanying notes to consolidated financial statements.
F- 2
IT
TECH PACKAGING, INC.
CONSOLIDATED
STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)
FOR
THE YEARS ENDED DECEMBER 31, 2021 AND 2020
Year
Ended
December
31,
2021
2020
Revenues
$ 160,881,720
$ 100,943,269
Cost of sales
( 149,864,161 )
( 95,241,284 )
Gross Profit
11,017,559
5,701,985
Selling, general and administrative
expenses
( 9,558,190 )
( 11,157,789 )
Gain
on acquisition of a subsidiary
-
-
Income
(Loss) from Operations
1,459,369
( 5,455,804 )
Other Income
(Expense):
Interest income
38,766
32,033
Subsidy income
198,530
220,478
Interest expense
( 1,124,702 )
( 1,026,512 )
Gain
(Loss) on derivative liability
5,880,526
( 426,055 )
Income
(Loss) before Income Taxes
6,452,489
( 6,655,860 )
Provision
for Income Taxes
( 5,546,954 )
1,101,858
Net Income
(Loss)
905,535
( 5,554,002 )
Other Comprehensive
Income (Loss)
Foreign
currency translation adjustment
4,755,446
11,798,259
Total
Comprehensive Income (Loss)
$ 5,660,981
$ 6,244,257
Earnings (Losses) Per Share:
Basic
and Diluted Earnings (Losses) per Share
$ 0.02
$ ( 0.21 )
Outstanding
– Basic and Diluted
59,849,082
26,498,298
See
accompanying notes to consolidated financial statements.
F- 3
IT
TECH PACKAGING, INC.
CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR
THE YEARS ENDED DECEMBER 31, 2021 AND 2020
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
Issuance
of shares to a consultant
21,000
21
14,679
14,700
Foreign
currency translation adjustment
11,798,259
11,798,259
Net
loss
( 5,554,002 )
( 5,554,002 )
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
4,775,446
4,775,446
Net
income
905,535
905,535
Balance
at December 31, 2021
99,049,900
$ 99,050
$ 88,927,787
$ 6,080,574
$ 10,496,168
$ 110,146,329
$ 215,749,908
See
accompanying notes to consolidated financial statements.
F- 4
IT
TECH PACKAGING, INC.
CONSOLIDATED
STATEMENTS OF CASH FLOWS
FOR
THE YEARS ENDED DECEMBER 31, 2021 AND 2020
Year
Ended
December
31,
2021
2020
Cash Flows from Operating
Activities:
Net income
$ 905,535
$ ( 5,554,002 )
Adjustments to reconcile net
income to net cash provided by operating activities:
Depreciation and amortization
15,358,452
15,793,854
(Gain) Loss on derivative
liability
( 5,880,526 )
426,055
(Recovery from) Allowance
for bad debts
33,480
( 28,087 )
Share-based compensation and
expenses
-
1,256,700
Deferred tax
2,730,050
( 2,364,575 )
Changes in operating assets
and liabilities:
Accounts receivable
( 2,430,495 )
923,429
Prepayments and other current
assets
( 8,350,716 )
5,301,953
Inventories
( 4,531,263 )
458,878
Accounts payable
( 589,371 )
307,198
Advance from customers
( 44,366 )
( 21,281 )
Related parties
( 785,097 )
1,984,619
Accrued payroll and employee
benefits
60,334
( 82,516 )
Other payables and accrued
liabilities
254,966
( 1,105,508 )
Income
taxes payable
832,946
( 1,153,191 )
Net
Cash (Used in) Provided by Operating Activities
( 2,436,071 )
16,143,526
Cash Flows
from Investing Activities:
Purchases of property, plant
and equipment
( 25,071,372 )
( 21,106,210 )
Proceeds
from sale of property, plant and equipment
-
580,206
Net
Cash Used in Investing Activities
( 25,071,372 )
( 20,526,004 )
Cash Flows
from Financing Activities:
Proceeds from issuance of
shares and warrants, net
41,837,553
2,273,360
Proceeds from short term bank
loans
5,892,298
6,090,715
Repayment of bank loans
( 6,512,703 )
( 6,237,217 )
Payment of capital lease obligation
( 185,050 )
( 72,003 )
Loan
to a related party
( 6,838,274 )
-
Net
Cash Provided by (Used in) Financing Activities
34,193,824
2,054,855
Effect
of Exchange Rate Changes on Cash and Cash Equivalents
372,794
632,315
Net Increase
(Decrease) in Cash and Cash Equivalents
7,059,175
( 1,695,308 )
Cash,
Cash Equivalents and Restricted Cash - Beginning of Year
4,142,437
5,837,745
Cash,
Cash Equivalents and Restricted Cash - End of Year
$ 11,201,612
$ 4,142,437
Supplemental
Disclosure of Cash Flow Information:
Cash
paid for interest, net of capitalized interest cost
$ 577,194
$ 592,140
Cash
paid for income taxes
$ 1,970,984
$ 2,401,191
Cash and bank balances
11,201,612
4,142,437
Restricted
cash
-
-
Total
cash, cash equivalents and restricted cash shown in the statement of cash flows
11,201,612
4,142,437
See
accompanying notes to consolidated financial statements.
F- 5
IT
TECH PACKAGING, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(1)
Organization and Business Background
IT
Tech Packaging, Inc. (the “Company”) was incorporated in the State of Nevada on December 9, 2005, under the name “Carlateral,
Inc.” Through the steps described immediately below, we became the holding company for Hebei Baoding Dongfang Paper Milling Company
Limited (“Dongfang Paper”), a producer and distributor of paper products in China, on October 29, 2007.
Effective
on August 1, 2018, we changed our corporate name to IT Tech Packaging, Inc.. The name change was effected through a parent/subsidiary
short-form merger of IT Tech Packaging, Inc., our wholly-owned Nevada subsidiary formed solely for the purpose of the name change, with
and into us. We were the surviving entity. In connection with the name change, our common stock began being traded under a new NYSE symbol,
“ITP,” and a new CUSIP number, 46527C100, at such time.
On
October 29, 2007, pursuant to an agreement and plan of merger (the “Merger Agreement”), the Company acquired Dongfang Zhiye
Holding Limited (“Dongfang Holding”), a corporation formed on November 13, 2006 under the laws of the British Virgin Islands,
and issued the shareholders of Dongfang Holding an aggregate of 7,450,497 (as adjusted for a four-for-one reverse stock split effected
in November 2009) shares of our common stock, which shares were distributed pro-rata to the shareholders of Dongfang Holding in accordance
with their respective ownership interests in Dongfang Holding. At the time of the Merger Agreement, Dongfang Holding owned all of the
issued and outstanding stock and ownership of Dongfang Paper and such shares of Dongfang Paper were held in trust with Zhenyong Liu,
Xiaodong Liu and Shuangxi Zhao, for Mr. Liu, Mr. Liu and Mr. Zhao (the original shareholders of Dongfang Paper) to exercise control over
the disposition of Dongfang Holding’s shares in Dongfang Paper on Dongfang Holding’s behalf until Dongfang Holding successfully
completed the change in registration of Dongfang Paper’s capital with the relevant PRC Administration of Industry and Commerce
as the 100 % owner of Dongfang Paper’s shares. As a result of the merger transaction, Dongfang Holding became a wholly owned subsidiary
of the Company, and Dongfang Holding’s wholly owned subsidiary, Dongfang Paper, became an indirectly owned subsidiary of the Company.
Dongfang
Holding, as the 100 % owner of Dongfang Paper, was unable to complete the registration of Dongfang Paper’s capital under its name
within the proper time limits set forth under PRC law. In connection with the consummation of the restructuring transactions described
below, Dongfang Holding directed the trustees to return the shares of Dongfang Paper to their original shareholders, and the original
Dongfang Paper shareholders entered into certain agreements with Baoding Shengde Paper Co., Ltd. (“Baoding Shengde”) to transfer
the control of Dongfang Paper over to Baoding Shengde.
On
June 24, 2009, the Company consummated a number of restructuring transactions pursuant to which it acquired all of the issued and outstanding
shares of Shengde Holdings Inc., a Nevada corporation. Shengde Holdings Inc. was incorporated in the State of Nevada on February 25,
2009. On June 1, 2009, Shengde Holdings Inc. incorporated Baoding Shengde, a limited liability company organized under the laws of the
PRC. Because Baoding Shengde is a wholly-owned subsidiary of Shengde Holdings Inc., it is regarded as a wholly foreign-owned entity under
PRC law.
F- 6
IT
TECH PACKAGING, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
To
ensure proper compliance of the Company’s control over the ownership and operations of Dongfang Paper with certain PRC regulations,
on June 24, 2009, the Company entered into a series of contractual agreements (the “Contractual Agreements”) with Dongfang
Paper and Dongfang Paper Equity Owners via the Company’s wholly owned subsidiary Shengde Holdings Inc. (“Shengde Holdings”)
a Nevada corporation and Baoding Shengde Paper Co., Ltd. (“Baoding Shengde”), a wholly foreign-owned enterprise in the PRC
with an original registered capital of $ 10,000,000 (subsequently increased to $ 60,000,000 in June 2010). Baoding Shengde is mainly engaged
in production and distribution of digital photo paper and 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
RMB1 which Baoding Shengde should pay to each of Dongfang Paper Equity Owner for all their equity interests in Dongfang Paper; (iv) Share
Pledge Agreement, which provides that Dongfang Paper Equity Owners will pledge all of their equity interests in Dongfang Paper to Baoding
Shengde as security for their obligations under the other agreements described in this section. Specifically, Baoding Shengde is entitled
to dispose of the pledged equity interests in the event that Dongfang Paper Equity Owners breach their obligations under the Loan Agreement
or Dongfang Paper fails to pay the service fees to Baoding Shengde pursuant to the Exclusive Technical Service and Business Consulting
Agreement; and (v) Proxy Agreement, which provides that Dongfang Paper Equity Owners shall irrevocably entrust a designee of Baoding
Shengde with such shareholder’s voting rights and the right to represent such shareholder to exercise such owner’s rights
at any equity owners’ meeting of Dongfang Paper or with respect to any equity owner action to be taken in accordance with the laws
and Dongfang Paper’s Articles of Association. The terms of the agreement are binding on the parties for as long as Dongfang Paper
Equity Owners continue to hold any equity interest in Dongfang Paper. A Dongfang Paper Equity Owner will cease to be a party to the agreement
once it transfers its equity interests with the prior approval of Baoding Shengde. As the Company had controlled Dongfang Paper since
July 16, 2007 through Dongfang Holding and the trust until June 24, 2009 and 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. Full payment of the consideration in the amount of RMB 320 million (approximately $ 45 million) was made on February 23, 2022.
The
Company has no direct equity interest in Dongfang Paper. However, through the Contractual Agreements described above, the Company is
found to be the primary beneficiary (the “Primary Beneficiary”) of Dongfang Paper and is deemed to have the effective control
over Dongfang Paper’s activities that most significantly affect its economic performance, resulting in Dongfang Paper being treated
as a controlled variable interest entity of the Company in accordance with Topic 810 - Consolidation of the Accounting Standards Codification
(the “ASC”) issued by the Financial Accounting Standard Board (the “FASB”). The revenue generated from Dongfang
Paper for the years ended December 31, 2021 and 2020 was accounted for 99.11 %and 98.91 % of the Company’s total revenue, respectively.
Dongfang Paper also accounted for 84.13 % and 90.70 % of the total assets of the Company as of December 31, 2021 and 2020, respectively.
F- 7
IT
TECH PACKAGING, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
As
of December 31, 2021, and 2020, details of the Company’s subsidiaries and variable interest entity are as follows:
Date
of
Place
of
Percentage
Incorporation
Incorporation
or
of
Name
or
Establishment
Establishment
Ownership
Principal
Activity
Subsidiary:
Dongfang Holding
November 13, 2006
BVI
100 %
Inactive investment holding
Shengde Holdings
February 25, 2009
State of Nevada
100 %
Investment holding
Baoding Shengde
June 1, 2009
PRC
100 %
Paper production and distribution
Variable
interest entity (“VIE”):
Dongfang Paper
March 10, 1996
PRC
Control*
Paper production and distribution
* Dongfang Paper is treated as a 100 % controlled variable interest entity of the Company.
However,
uncertainties in the PRC legal system could cause the Company’s current ownership structure to be found to be in violation of any
existing and/or future PRC laws or regulations and could limit the Company’s ability, through its subsidiary, to enforce its rights
under these contractual arrangements. Furthermore, shareholders of the VIE may have interests that are different than those of the Company,
which could potentially increase the risk that they would seek to act contrary to the terms of the aforementioned agreements.
In
addition, if the current structure or any of the contractual arrangements were found to be in violation of any existing or future PRC
law, the Company may be subject to penalties, which may include, but not be limited to, the cancellation or revocation of the Company’s
business and operating licenses, being required to restructure the Company’s operations or being required to discontinue the Company’s
operating activities. The imposition of any of these or other penalties may result in a material and adverse effect on the Company’s
ability to conduct its operations. In such case, the Company may not be able to operate or control the VIE, which may result in deconsolidation
of the VIE. The Company believes the possibility that it will no longer be able to control and consolidate its VIE will occur as a result
of the aforementioned risks and uncertainties is remote.
F- 8
IT
TECH PACKAGING, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
The
Company has aggregated the financial information of Dongfang Paper in the table below. The aggregate carrying value of Dongfang Paper’s
assets and liabilities (after elimination of intercompany transactions and balances) in the Company’s consolidated balance sheets
as of December 31, 2021, and 2020 are as follows:
December
31,
December
31,
2021
2020
ASSETS
Current Assets
Cash and bank
balances
$ 1,921,407
$ 3,315,778
Restricted cash
-
-
Accounts receivable
4,867,759
2,389,057
Inventories
5,823,762
1,223,020
Prepayments and other current
assets
19,942,878
7,051,381
Due from related parties
888,893
92,795
Total current
assets
33,444,699
14,072,031
Prepayment on property, plant
and equipment
41,877,755
19,617,159
Finance lease right-of-use
assets, net
2,286,459
2,397,653
Property, plant, and equipment,
net
116,054,387
133,134,932
Deferred
tax asset non-current
9,547,741
12,040,962
Total
Assets
$ 203,211,041
$ 181,262,737
LIABILITIES
Current Liabilities
Short-term bank loans
$ 5,958,561
$ 6,435,348
Current portion of long-term
loans from credit union
2,289,945
551,733
Lease liability
210,161
182,852
Accounts payable
10,255
592,391
Advance from customers
39,694
82,625
Due to related parties
-
-
Accrued payroll and employee
benefits
279,513
221,482
Other payables and accrued
liabilities
4,740,900
4,672,265
Income taxes payable
1,108,038
259,649
Total current
liabilities
14,637,067
12,998,345
Loans from credit union
2,980,065
4,597,772
Deferred gain on sale-leaseback
155,110
387,087
Lease
liability - non-current
152,233
354,107
Total
liabilities
$ 17,924,475
$ 17,950,224
F- 9
IT
TECH PACKAGING, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
The
Company and its consolidated subsidiaries are not required to provide financial support to the VIE, and no creditor (or beneficial interest
holders) of the VIE have recourse to the assets of Company unless the Company separately agrees to be subject to such claims. There are
no terms in any agreements or arrangements, implicit or explicit, which require the Company or its subsidiaries to provide financial
support to the VIE. However, if the VIE does require financial support, the Company or its subsidiaries may, at its option and subject
to statutory limits and restrictions, provide financial support to the VIE.
(2)
Basis of Presentation and Significant Accounting Policies
Basis
of Consolidation
The
consolidated financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United
States of America (“US GAAP”), and include the assets, liabilities, revenues, expenses and cash flows of all subsidiaries
and variable interest entity. All significant inter-company balances, transactions and cash flows are eliminated on consolidation.
Foreign
Currency Translation
The
Company accounts for foreign currency translation pursuant to ASC Topic 830, Foreign Currency Matters . The functional currency
of Dongfang Paper and Baoding Shengde is the Chinese Yuan Renminbi (“RMB”). Monetary assets and liabilities denominated in
currencies other than RMB are translated into RMB at the rates of exchange ruling at the balance sheet date. Transactions in currencies
other than RMB are converted into RMB at the applicable rates of exchange prevailing the transactions occurred. Transaction gains and
losses are recognized in the consolidated statements of income. The functional currency of IT Tech Packaging and Shengde Holdings is
United States dollars. Monetary assets and liabilities denominated in currencies other than United States dollars are translated into
United States dollars at the rates of exchange ruling at the balance sheet date. Translation in currencies other than United States dollars
are converted into United States dollars at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains
or losses are recognized in the consolidated statement of income.
Under
ASC Topic 830-30, all assets and liabilities are translated into United States dollars using the current exchange rate at the end of
each fiscal period. The current exchange rates used by the Company as of December 31, 2021, and 2020 to translate the Chinese RMB to
the U.S. Dollars are 6.3757:1, and 6.5249:1, respectively. Revenues and expenses are translated using the average exchange rates prevailing
throughout the respective years at 6.4474:1 and 6.8941:1 for the years ended December 31, 2021, and 2020, respectively. Translation adjustments
are included in other comprehensive income (loss).
Use
of Estimates
The
preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities as of December 31, 2021, and 2020, and revenues and expenses for the years ended
December 31, 2021, and 2020. The most significant estimates relate to allowance for uncollectible accounts receivable, inventory valuation,
useful lives and impairment for property, plant and equipment, valuation allowance for deferred tax assets and contingencies. Actual
results could differ from those estimates made by management.
F- 10
IT
TECH PACKAGING, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
Accounts
Receivable
Trade
accounts receivable are recorded on shipment of products to customers. The trade receivables are all without customer collateral and
interest is not accrued on past due accounts. Periodically, management reviews the adequacy of its provision for doubtful accounts based
on historical bad debt expense results and current economic conditions using factors based on the aging of its accounts receivable. Additionally,
the Company may identify additional allowance requirements based on indications that a specific customer may be experiencing financial
difficulties. Actual bad debt results could differ materially from these estimates. As of December 31, 2021, and 2020, the balance of
allowance for doubtful accounts was $ 69,053 and $ 34,391 , respectively; and the movement of the provision of the doubtful accounts is
as below. While management uses the best information available upon which to base estimates, future adjustments to the allowance may
be necessary if economic conditions differ substantially from the assumptions used for the purposes of analysis.
December
31,
December
31,
Allowance
of doubtful accounts
2021
2020
Opening balance
$ 34,391
$ 59,922
Provision (Reversal) for the
year
33,480
( 28,087 )
Exchange
difference
1,181
2,556
Closing
balance
$ 69,053
$ 34,391
Inventories
Inventories
consist principally of raw materials and finished goods, and are stated at the lower of cost (average cost method) or market. Cost includes
labor, raw materials, and allocated overhead. Provision in inventories were $ nil for the years ended December 31, 2021, and 2020, respectively.
Property,
Plant, and Equipment
Property,
plant, and equipment are stated at cost less accumulated depreciation and any impairment losses. Major renewals, betterments, and improvements
are capitalized to the asset accounts while replacements, maintenance, and repairs, which do not improve or extend the lives of the respective
assets, are expensed to operations. At the time property, plant, and equipment are retired or otherwise disposed of, the asset and related
accumulated depreciation or amortization accounts are relieved of the applicable amounts. Gains or losses from retirements or sales are
credited or charged to operations.
Construction-in-progress
is stated at cost and capitalized as expenses are incurred or as payments are made pursuant to relevant construction contracts. Contract
retention is recorded as accrued liability. Construction in progress is not depreciated until project completion and the constructed
property being placed in service, at which time the capitalized balance will be transferred to appropriate account of property, plant
and equipment.
The
Company depreciates property, plant, and equipment using the straight-line method as follows:
Land use right
Over the lease term
Building and improvements
30 years
Machinery and equipment
5 - 15 years
Vehicles
15 years
Valuation
of long-lived asset
The
Company reviews the carrying value of long-lived assets to be held and used when events and circumstances warrants such a review. The
carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is separately
identifiable and is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value
exceeds the fair market value of the long-lived asset and intangible assets. Fair market value is determined primarily using the anticipated
cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets and intangible assets to be disposed
are determined in a similar manner, except that fair market values are reduced for the cost to dispose.
F- 11
IT
TECH PACKAGING, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
Statutory
Reserves
According
to the laws and regulations in the PRC, the Company is required to provide for certain statutory funds, namely, a reserve fund by an
appropriation from net profit after taxation but before dividend distribution based on the local statutory financial statements of the
PRC subsidiary and variable interest entity prepared in accordance with the PRC accounting principles and relevant financial regulations.
Each
of the Company’s wholly owned subsidiary and variable interest entity in the PRC are required to allocate at least 10 % of its net
profit to the reserve fund until the balance of such fund has reached 50 % of its registered capital. Appropriations of additional reserve
fund are determined at the discretion of its directors. The reserve fund can only be used, upon approval by the relevant authority, to
offset accumulated losses or increase capital.
For
the years ended December 31, 2021, and 2020, IT Tech Packaging made transfers of $ nil to this reserve fund. No statutory reserves were
provided for the year ended December 31, 2021, and 2020. The Company’s variable interest entity Dongfang Paper, the statutory reserve
account of which has been fully funded for 50 % of its registered capital in the amount of RMB 75,030,000 (or approximately $ 11,811,470 )
since December 31, 2010, did not make any transfer to statutory reserves during the years ended December 31, 2021, and 2020.
Employee
Benefit Plan
Full
time employees of the PRC entities participate in a government mandated multi-employer defined contribution plan pursuant to which certain
pension benefits, medical care, unemployment insurance and other welfare benefits are provided to employees. The total provision for
such employee benefits was $ nil for the years ended December 31, 2021, and 2020.
Revenue
Recognition
The
Company adopted ASC Topic 606, Revenue from Contracts with Customers , and all subsequent ASUs that modified ASC 606 on April 1,
2017 using the full retrospective method which requires the Company to present the financial statements for all periods as if Topic 606
had been applied to all prior periods. The company derives revenue principally from producing and sales of paper products. Revenue from
contracts with customers is recognized using the following five steps:
1.
Identify the contract(s) with
a customer;
2.
Identify the performance obligations
in the contract;
3.
Determine the transaction price;
4.
Allocate the transaction price
to the performance obligations in the contract; and
5.
Recognize revenue when (or
as) the entity satisfies a performance obligation.
A
contract contains a promise (or promises) to transfer goods or services to a customer. A performance obligation is a promise (or a group
of promises) that is distinct. The transaction price is the amount of consideration a company expects to be entitled from a customer
in exchange for providing the goods or services.
The
unit of account for revenue recognition is a performance obligation (a good or service). A contract may contain one or more performance
obligations. Performance obligations are accounted for separately if they are distinct. A good or service is distinct if the customer
can benefit from the good or service either on its own or together with other resources that are readily available to the customer, and
the good or service is distinct in the context of the contract. Otherwise, performance obligations are combined with other promised goods
or services until the Company identifies a bundle of goods or services that is distinct. Promises in contracts which do not result in
the transfer of a good or service are not performance obligations, as well as those promises that are administrative in nature, or are
immaterial in the context of the contract. The Company has addressed whether various goods and services promised to the customer represent
distinct performance obligations. The Company applied the guidance of ASC Topic 606-10-25-16 through 18 in order to verify which promises
should be assessed for classification as distinct performance obligations.
The
Company’s revenue is primary derived from sales of paper products. The Company recognizes revenue when goods are delivered, when
a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company
exist, and collectability is reasonably assured. Goods are considered delivered when customer’s truck picks up goods at the Company’s
finished goods inventory warehouse.
Shipping
Cost
Substantially
all customers use their own trucks or hire commercial trucking companies to pick up goods from the Company. The Company usually incurs
no shipping cost for delivery of goods to customers. For those rare situations where products are not shipped utilizing customer specified
shipping services, the Company charges customers a shipping fee which is included in net revenues and was not material. Freight-in and
handling costs incurred by the Company with respect to purchased goods are recorded as a component of inventory cost and charged to cost
of sales when the inventory items are sold.
F- 12
IT
TECH PACKAGING, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
Advertising
The
Company expenses all advertising and promotion costs as incurred. The Company incurred $ 3,972 and $ nil of advertising and promotion costs
for the years ended December 31, 2021, and 2020.
Research
and development costs
Research
and development costs are expensed as incurred and included in selling, general and administrative expenses. Research and development
expenses incurred $ 101,410 and $ 69,208 for the years ended December 31, 2021, and 2020, respectively.
Borrowing
costs
Borrowing
costs attributable directly to the acquisition, construction or production of qualifying assets which require a substantial period of
time to be ready for their intended use or sale, are capitalized as part of the cost of those assets. Income earned on temporary investments
of specific borrowings pending their expenditure on those assets is deducted from borrowing costs capitalized. All other borrowing costs
are recognized in interest expenses in the period in which they are incurred.
Government
subsidies
A
government subsidy is not recognized until there is reasonable assurance that: (a) the enterprise will comply with the conditions attached
to the grant; and(b)the grant will be received. When the Company receives government subsidies but the conditions attached to the grants
have not been fulfilled, such government subsidies are deferred and recorded under other payables and accrued expenses, and other long-term
liability. The classification of short-term or long-term liabilities is depended on the management’s expectation of when the conditions
attached to the grant can be fulfilled. For the years ended December 31, 2021, and 2020, the Company received government subsidies of
$ 198,530 and $ 220,478 , which are recognized as subsidy income in the consolidated statements of income in that fiscal year.
Income
Taxes
The
Company accounts for income taxes pursuant to ASC Topic 740, Income Taxes. Income taxes are provided on an asset and liability approach
for financial accounting and reporting of income taxes. Any tax paid by subsidiaries during the year is recorded. Current tax is based
on the profit or loss from ordinary activities adjusted for items that are non-assessable or disallowable for income tax purpose and
is calculated using tax rates that have been enacted or substantively enacted at the balance sheet date. ASC Topic 740 also requires
the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and
the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carry-forwards.
ASC Topic 740 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax
assets. Realization of deferred tax assets, including those related to the U.S. net operating loss carry-forwards, are dependent upon
future earnings, if any, of which the timing and amount are uncertain.
The
Company adopted ASC Topic 740-10-05, Income Tax , which provides guidance for recognizing and measuring uncertain tax positions,
it prescribes a threshold condition that a tax position must meet for any of the benefits of the uncertain tax position to be recognized
in the financial statements. It also provides accounting guidance on derecognizing, classification and disclosure of these uncertain
tax positions.
The
Company’s policy on classification of all interest and penalties related to unrecognized income tax positions, if any, is to present
them as a component of income tax expense.
Value
Added Tax
Both
the PRC subsidiary and variable interest entity of the Company are subject to value added tax (“VAT”) imposed by the PRC
government on its purchase and sales of goods. The output VAT is charged to customers who purchase goods from the Company and the input
VAT is paid when the Company purchases goods from its vendors. VAT rate is 17 % (before May 1, 2018), 16 % (after May 1, 2018) and 13 %
(after April 1, 2019) in general, depending on the types of products purchased and sold. The input VAT can be offset against the output
VAT. Debit balance of VAT payable represents a credit against future collection of output VAT instead of a receivable due from government.
Comprehensive
Income (Loss)
The
Company presents comprehensive income (loss) in accordance with ASC Topic 220, Comprehensive Income . ASC Topic 220 states that
all items that are required to be recognized under accounting standards as components of comprehensive income (loss) be reported in the
consolidated financial statements. The components of comprehensive income (loss) were the net income for the years and the foreign currency
translation adjustments.
F- 13
IT
TECH PACKAGING, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
Earnings
Per Share
Basic
earnings per share is computed by dividing the net income attributable to the common stockholders by the weighted average number of shares
of common stock outstanding during the period. Diluted earnings per share is computed similar to basic earnings per share except that
the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common
shares had been issued and if the additional common shares were dilutive. There were no potentially dilutive securities that were in-the-money
that were outstanding during the years ended December 31, 2021.
Share-Based
Compensation
The
Company uses the fair value recognition provision of ASC Topic 718, Compensation-Stock Compensation, which requires the Company
to expense the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of
such instruments over the vesting period.
The
Company also applies the provisions of ASC Topic 505-50, Equity Based Payments to Non-Employees to account for stock-based compensation
awards issued to non-employees for services. Such awards for services are recorded at either the fair value of the consideration received
or the fair value of the instruments issued in exchange for such services, whichever is more reliably measurable.
Fair
Value Measurements
The
Company has adopted ASC Topic 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring
fair value in GAAP, and expands disclosures about fair value measurements. It does not require any new fair value measurement, but provides
guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. It establishes
a three-level valuation hierarchy of valuation techniques based on observable and unobservable inputs, which may be used to measure fair
value and include the following:
Level
1 - Quoted prices in active markets for identical assets or liabilities.
Level
2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities;
quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for
substantially the full term of the assets or liabilities.
Level
3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or
liabilities.
Classification
within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement.
The
Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable
judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts that the
Company could realize in a current market exchange. As of December 31, 2021, and 2020, the carrying value of the Company’s short
term financial instruments, such as cash and bank balances, accounts receivable, accounts and notes payable, short-term bank loans and
balance due to related parties, approximate at their fair values because of the short maturity of these instruments; while loans from
credit union approximates 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.
Derivative
liabilities are measured at fair value on a recurring basis.
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 was determined using models
with significant unobservable inputs which were classified as Level 3 inputs, primarily the discounted future cash flow.
F- 14
IT
TECH PACKAGING, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(3)
Restricted Cash
Restricted
cash was nil as of December 31, 2021 and 2020.
(4)
Inventories
Raw
materials inventory includes mainly recycled paper and coal. Finished goods include mainly products of corrugating medium paper and offset
printing paper. Inventories consisted of the following as of and December 31, 2021, and 2020:
December 31,
December 31,
2021
2020
Raw Materials
Recycled
paper board
$ 2,097,062
$ 19,459
Recycled
white scrap paper
11,808
11,193
Gas
32,753
55,473
Base
paper and other raw materials
206,531
181,426
2,348,154
267,551
Semi-finished Goods
96,087
176,703
Finished
Goods
3,400,654
789,547
Total inventory, gross
5,844,895
1,233,801
Inventory
reserve
-
-
Total
inventory, net
$ 5,844,895
$ 1,233,801
(5)
Prepayments and other current assets
Prepayments
and other current assets consisted of the following as of December 31, 2021, and 2020:
December 31,
December 31,
2021
2020
Prepaid land lease
$ 188,215
$ 183,912
Prepayment for purchase of
materials
9,190,527
10,945
Prepayment for purchase of
equipment
980,786
-
Value-added tax recoverable
14,740,296
5,864,989
Others
696,816
991,669
$ 25,796,640
$ 7,051,515
(6)
Property, plant and equipment
As
of December 31, 2021, and 2020, property, plant and equipment consisted of the following:
December 31,
December 31,
2021
2020
Property, Plant, and Equipment:
Land use rights
$ 12,790,062
$ 12,497,601
Building and improvements
74,609,698
81,233,162
Machinery and equipment
170,149,367
163,787,807
Vehicles
725,838
628,462
Construction
in progress
-
586,216
Totals
258,274,965
258,733,248
Less:
accumulated depreciation and amortization
( 131,687,537 )
( 113,590,606 )
Property,
Plant and Equipment, net
$ 126,587,428
$ 145,142,642
F- 15
IT
TECH PACKAGING, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
As
of December 31, 2021, and 2020, land use rights represented two parcel of state-owned lands located in Xushui District of Hebei Province
in China, with lease terms of 50 years expiring from 2061 to 2066.
Construction
in progress mainly represents payments for paper machine of a new tissue paper production line PM10.
As
of December 31, 2021, and 2020, certain property, plant and equipment of Dongfang Paper with net values of $ 1,130,333 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 $ 6,002,195 and $ 6,010,359 , respectively, as of December 31, 2021 and 2020 was pledged for the bank loan from Bank of Industrial
& Commercial Bank of China. Land use right of Hebei Tengsheng with net value of $5,690,261 and $5,560,146 , respectively, as of December
31, 2021 and 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 $ 8,815,778 and $ 8,614,194 , respectively, as of December 31, 2021 and 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 $ 15,304,686 and $ 15,793,854 for the years ended December 31, 2021, and 2020, respectively.
No Impairment loss was recorded for the years ended December 31, 2021, and 2020.
(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. As of December 31, 2021 and 2020, the balance of Leased Equipment net of amortization
was $ 2,286,459 and $ 2,397,653 , respectively. The lease liability were $ 362,394 and $ 536,959 , and its current portion in the amount of
$ 210,161 and $ 182,852 as of December 31, 2021 and 2020, respectively.
Amortization
of the Leased Equipment was $ 165,441 and $ 51,574 for the year ended December 31, 2021 and 2020, respectively. Total interest expenses
for the sale lease back arrangement was $ 71,798 and $ 28,083 for the year ended December 31, 2021 and 2020, respectively.
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 December 31, 2021 were as follows:
December
31,
Amount
2022
259,736
2023
151,513
Less:
unearned discount
( 48,855 )
362,394
Less:
Current portion lease liability
( 210,161 )
$ 152,233
(8)
Loans Payable
Short-term
bank loans
December 31,
December 31,
2021
2020
Industrial and
Commercial Bank of China (“ICBC”) Loan 1
$ -
$ 6,435,348
Industrial
and Commercial Bank of China (“ICBC”) Loan 2
5,958,561
-
Total
short-term bank loans
$ 5,958,561
$ 6,435,348
F- 16
IT
TECH PACKAGING, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
On
December 11, 2020, the Company entered into a working capital loan agreement with the ICBC, with a balance of $ 6,435,348 as of December
31, 2020. 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 was fully repaid in November 2021.
On
November 25, 2021, the Company entered into a working capital loan agreement with the ICBC, with a balance of $ 5,958,561 as of December
31, 2021. The working capital loan was secured by the Land use right of Dongfang Paper as collateral for the benefit of the bank and
guaranteed by Mr. liu. The loan bears a fixed interest rate of 4.785 % per annum. The loan will be due and repaid at various installments
by November 17, 2022.
As
of December 31, 2020, there were guaranteed short-term borrowings of $ 5,958,561 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 years ended December 31, 2021, and 2020 were approximately 4.73 % and 4.79 %, respectively.
Long-term
loans from credit union
As
of December 31, 2020, and 2019, loans payable to Rural Credit Union of Xushui County, amounted to $ 9,818,530 and $ 9,594,017 , respectively.
December 31,
December 31,
2021
2020
Rural Credit Union
of Xushui District Loan 1
$ 1,348,871
$ 1,318,028
Rural Credit Union of Xushui
District Loan 2
3,921,139
3,831,476
Rural Credit Union of Xushui
District Loan 3
2,509,528
2,452,145
Rural
Credit Union of Xushui District Loan 4
2,038,992
1,992,368
Total
9,818,530
9,594,017
Less:
Current portion of long-term loans from credit union
( 6,838,465 )
( 4,996,245 )
Long-term
loans from credit union
$ 2,980,065
$ 4,597,772
As
of Dec 31, 2021, the Company’s long-term debt repayments for the next two years were as follows:
Amount
Fiscal year
2022
$ 6,838,465
2023
and after
2,980,065
Total
9,818,530
On
April 16, 2014, the Company entered into a loan agreement with the Rural Credit Union of Xushui District for a term of 5 years, which
was originally due in various installments from June 21, 2014 to November 18, 2018. The loan is guaranteed by an independent third party.
Interest payment is due quarterly and bears the rate of 0.64 % per month. On November 6, 2018, the loan was renewed for additional 5 years
and will be due and payable in various installments from December 21, 2018 to November 5, 2023. As of December 31, 2021, and 2020, total
outstanding loan balance was $ 1,348,871 and $ 1,318,028 , respectively, Out of the total outstanding loan balance, current portion amounted
were $ 329,376 and $ 214,563 as of December 31, 2021, and 2020, respectively, which are presented as current liabilities in the consolidated
balance sheet and the remaining balance of $ 1,019,495 and $ 1,103,465 are presented as non-current liabilities in the consolidated balance
sheet as of December 31, 2021, and 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 $ 1,130,333 and $ 2,349,796 as of December 31, 2021, and
2020, respectively. Interest payment is due quarterly and bears a fixed rate of 0.64 % per month. As of December 31, 2021, and 2020, the
total outstanding loan balance was $ 3,921,139 and $ 3,831,476 , respectively. Out of the total outstanding loan balance, current portion
amounted were $ 1,960,569 and $ 337,169 as of December 31, 2021, and 2020 respectively, which are presented as current liabilities in the
consolidated balance sheet and the remaining balance of $ 1,960,570 and $ 3,494,307 are presented as non-current liabilities in the consolidated
balance sheet as of December 31, 2021, and 2020, respectively.
F- 17
IT
TECH PACKAGING, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
On
April 17, 2019, the Company entered into a loan agreement with the Rural Credit Union of Xushui District for a term of 2 years, which
was due and payable in various installments from August 21, 2019 to April 16, 2021. The loan was renewed on March 22, 2021 and December
24, 2021 and extended for additional 3 years in total, which will be due on April 16, 2024 according to the new schedule. The loan is
secured by Hebei Tengsheng with its land use right as collateral for the benefit of the credit union. Interest payment is due quarterly
and bears a fixed rate of 0.6 % per month. As of December 31, 2021, and 2020, the total outstanding loan balance was $ 2,509,528 and $ 2,452,145 ,
respectively, which are presented as current liabilities in the consolidated balance sheet as of December 31, 2021, and 2020.
On
December 12, 2019, the Company entered into a loan agreement with the Rural Credit Union of Xushui District for a term of 2 years, which
is due and payable in various installments from June 21, 2020 to December 11, 2021. The loan was renewed on March 22, 2021 and December
24, 2021 and extended for additional 3 years in total, which will be due on December 11, 2024 according to the new schedule. The loan
is secured by Hebei Tengsheng with its land use right as collateral for the benefit of the credit union. Interest payment is due monthly
and bears a fixed rate of 7.56 % per annum. As of December 31, 2021, and 2020, the total outstanding loan balance was $ 2,038,992 and $ 1,992,368 ,
respectively, which are presented as current liabilities in the consolidated balance sheet as of December 31, 2021, and 2020.
Total
interest expenses for the short-term bank loans and long-term loans for the years ended December 31, 2021, and 2020 were $ 1,052,904 and
$ 998,429 , respectively.
(9)
Related Party Transactions
Mr.
Zhenyong Liu 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 $ 402,047 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 December 31, 2021, and 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 December 31, 2021, and 2020, approximately $ 47,054 and $ 45,978 of interest were outstanding to Mr. Zhenyong
Liu, which was recorded in other payables and accrued liabilities as part of the current liabilities in the consolidated balance sheet.
On
March 1, 2015, the Company entered an agreement with Mr. Zhenyong Liu which allows Dongfang Paper to borrow from the CEO an amount up
to $ 17,201,342 (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 December
2021, and 2020, the outstanding interest was $ 215,565 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 December 31, 2021, and 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 years ended December 31, 2021, and 2020. The accrued interest owe to the CEO was approximately $ 664,666
and $ 649,468 , as of December 31, 2021, and 2020, respectively, which was recorded in other payables and accrued liabilities.
On
December 8, 2021, the Company entered an agreement with Mr. Zhenyong Liu, which allows Mr.Zhenyong Liu to borrow from the Company an
amount of $ 6,915,176 (RMB 44,089,085 ). The loan will be due on June 29, 2022. The loan is unsecured and carries a fixed interest rate of
3 % per annum. As of December 31, 2021, the outstanding balance of the loan was $ 6,915,176 and outstanding interest due from CEO is $ nil ,
which was recorded in due from related parties as part of the current assets in the consolidated balance sheet.
As
of December 31, 2021, and 2020, amount due to shareholder are $727,433 , which represent funds from shareholders to pay for various expenses
incurred in the U.S. The amount is due on demand with interest free.
F- 18
IT
TECH PACKAGING, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(10)
Other payables and accrued liabilities
Other
payables and accrued liabilities consist of the following:
December 31,
December 31,
2021
2020
Accrued electricity
$ 135,360
$ 14,544
Accrued rental
61,879
-
Value-added tax payable
-
428,481
Accrued interest to a related
party
664,666
649,468
Payable for purchase of equipment
3,379,368
3,262,153
Accrued commission to salesmen
15,274
10,917
Accrued bank loan interest
992,989
429,279
Others
1,003
43,759
Totals
$ 5,250,539
$ 4,838,601
(11)
Derivative Liabilities
The
Company analyzed the warrant for derivative accounting consideration under ASC 815, “ Derivatives and Hedging, and hedging, ”
and determined that the instrument should be classified as a liability since the warrant becomes effective at issuance resulting in there
being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options.
ASC
815 requires we assess the fair market value of derivative liability at the end of each reporting period and recognize any change in
the fair market value as other income or expense item.
The
Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate
the fair value as of December 31, 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 December 31, 2021:
Year
ended
December 31,
2021
Expected term
1.92 - 2.75
Expected average volatility
85 % - 104 %
Expected dividend yield
-
Risk-free interest rate
0.19 % - 0.97 %
The
following table summarizes the changes in the derivative liabilities during the year ended December 31, 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
( 16,693,873 )
Balance at December 31,
2021
$ 2,063,534
The
following table summarizes the loss on derivative liability included in the income statement for the year ended December 31, 2021 and
2020, respectively.
Year
Ended
December 31,
2021
2020
Day one loss due
to derivative liabilities as warrant
$ 10,813,347
$ 306,215
(Gain)
Loss on change in fair value of derivative liability
( 16,693,873 )
119,840
( 5,880,526 )
426,055
F- 19
IT
TECH PACKAGING, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(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 best efforts 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 2015 Omnibus Equity Incentive and 2019 Omnibus Equity Incentive
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.
(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 September 30, 2021. The Company classified
warrant as liabilities and accounted for the issuance of the May 2020 Warrants as a derivative.
F- 20
IT
TECH PACKAGING, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
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 December 31, 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 December
31, 2021.
A
summary of stock warrant activities is as below:
Year
Ended
December 31,
2021
Weight
average
exercise
Number
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
The
following table summarizes information relating to outstanding and exercisable warrants as of December 31, 2021.
Warrants
Outstanding
Warrants
Exercisable
Weighted
Average
Weighted
Weighted
Remaining
Average
Average
Number
of
Contractual
life
Exercise
Number
of
Exercise
Shares
(in
years)
Price
Shares
Price
30,166,351
4.08
$ 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, 2021 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 December 31, 2021 and 2020 are $nil.
(14)
Earnings Per Share
For
the years ended December 31, 2021, and 2020, basic and diluted net income per share are calculated as follows:
Year
Ended
December 31,
2021
2020
Basic income (loss) per share
Net
income (loss) for the year - numerator
$ 905,535
$ ( 5,554,002 )
Weighted
average common stock outstanding - denominator
59,849,082
26,498,298
Net income (loss) per share
$ 0.02
$ ( 0.21 )
Diluted income (loss) per
share
Net
income (loss) for the year - numerator
$ 905,535
$ ( 5,554,002 )
Weighted
average common stock outstanding - denominator
59,849,082
26,498,298
Effect of dilution
-
-
Weighted
average common stock outstanding - denominator
59,849,082
26,498,298
Diluted income (loss) per
share
$ 0.02
$ ( 0.21 )
F- 21
IT
TECH PACKAGING, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(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”),
which significantly changed U.S. tax law. The 2017 TCJAlowered 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 the years ended December 31, 2021, and 2020 were as follows:
Year
Ended
December
31,
2021
2020
Provision for Income Taxes
Current Tax Provision
U.S.
$ 14,717
$ 14,747
Current Tax Provision PRC
2,802,187
1,247,970
Deferred
Tax Provision PRC
2,730,050
( 2,364,575 )
Total
Provision for (Deferred tax benefit)/ Income Taxes
$ 5,546,954
$ ( 1,101,858 )
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, 2021 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 December 31, 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 December 31, 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:
December 31,
December 31,
2021
2020
Deferred tax assets (liabilities)
Depreciation and
amortization of property, plant and equipment
$ 14,754,456
$ 12,397,323
Impairment of property, plant
and equipment
783,433
680,800
Miscellaneous
342,170
258,963
Net
operating loss carryover of PRC company
388,620
371,544
Total deferred tax assets
16,268,679
13,708,630
Less:
Valuation allowance
( 5,000,000 )
-
Total
deferred tax assets, net
$ 11,268,679
13,708,630
F- 22
IT
TECH PACKAGING, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
The
following table reconciles the statutory rates to the Company’s effective tax rate as of:
Year
Ended
December
31,
2021
2020
PRC
Statutory rate
25.0 %
25.0 %
Effect of different tax jurisdiction
Effect of tax and book difference
( 16.5 )%
( 8.4 )%
(Over) Under-provision in
previous year
Change
in valuation allowance
77.5 %
Effective
income tax rate
86.0 %
16.6 %
During
the years ended December 31, 2021, and 2020, the effective income tax rate was estimated by the Company to be 86.0 % and 16.6 %, respectively.
As
of December 31, 2017, except for the one-time transition tax under the 2017 TCJA which imposes a U.S. tax liability on all unrepatriated
foreign E&Ps, the Company does not believe that its future dividend policy and the available U.S. tax deductions and net operating
losses will cause the Company to recognize any other substantial current U.S. federal or state corporate income tax liability in the
near future. Nor does it believe that the amount of the repatriation of the VIE’s earnings and profits for purposes of paying dividends
will change the Company’s position that its PRC subsidiary Baoding Shengde and the VIE, Dongfang Paper are considered or are expected
to be indefinitely reinvested offshore to support our future capacity expansion. If these earnings are repatriated to the U.S. resulting
in U.S. taxable income in the future, or if it is determined that such earnings are to be remitted in the foreseeable future, additional
tax provisions would be required.
The
Company has adopted ASC Topic 740-10-05, Income Taxes. To date, the adoption of this interpretation has not impacted the Company’s
financial position, results of operations, or cash flows. The Company performed self-assessment and the Company’s liability for
income taxes includes the liability for unrecognized tax benefits, interest and penalties which relate to tax years still subject to
review by taxing authorities. Audit periods remain open for review until the statute of limitations has passed, which in the PRC is usually
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 September 30, 2021
and December 31, 2021, 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 nine months ended December 31, 2021and
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.
2021
Incentive Stock Plan
On
November 12, 2021, the Company’s Annual General Meeting adopted and approved the 2021 Omnibus Equity Incentive Plan of IT Tech
Packaging, Inc.(the”2021 Plan”).Under the 2021 ISP, the Company has reserved a total of 1,500,000 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.
F- 23
IT
TECH PACKAGING, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(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 $ 18,612 (RMB 120,000 ).
This operating lease is renewable at the end of the 30-year term.
Sale
of Headquarters Compound Real Properties
On
August 7, 2013, the Company’s Audit Committee and the Board of Directors approved the sale of the land use right of the Headquarters
Compound (the “LUR”), the office building and essentially all industrial-use buildings in the Headquarters Compound (the
“Industrial Buildings”), and three employee dormitory buildings located within the Headquarters Compound (the “Dormitories”)
to Hebei Fangsheng for cash prices of approximately $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 $ 155,101 (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.
Future
minimum lease payments are as follows:
December
31,
Amount
2022
110,315
2023
18,821
2024
18,821
2025
18,821
2026
18,821
Thereafter
94,107
Total
operating lease payments
$ 279,708
F- 24
IT
TECH PACKAGING, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
Capital
commitment
As
of December 31, 2021, the Company has entered into several contracts for the purchase of paper machine of a new tissue paper production
line PM10 and the improvement of Industrial Buildings. Total outstanding commitments under these contracts were $ 4,700,927 and $ 4,570,331
as of December 31, 2021 and 2020, respectively. The Company expected to pay off all the balances within 1-3 years.
Guarantees
and Indemnities
The
Company agreed with Baoding Huanrun Trading Co., a major supplier of raw materials, to guarantee certain obligations of this third party,
and as of December 31, 2021, and 2020, the Company guaranteed its long-term loan from financial institutions amounting to $ 4,862,211
(RMB 31,000,000 ) and $ 4,751,031 (RMB 31,000,000 ), 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.
F- 25
IT
TECH PACKAGING, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
Summarized
financial information for the two reportable segments is as follows:
Year
Ended
December
31, 2021
Dongfang
Paper
Hebei
Tengsheng
Baoding
Shengde
Not
Attributable to Segments
Elimination
of Inter-segment
Enterprise-wide,
consolidated
Revenues
$ 151,574,318
8,765,380
5,878,568
-
( 5,336,546 )
160,881,720
Gross
profit
12,138,849
( 1,255,190 )
133,900
-
-
11,017,559
Depreciation
and amortization
5,213,598
8,408,713
1,736,141
-
-
15,358,452
Interest
income
24,732
1,703
12,331
-
-
38,766
Interest
expense
717,265
71,798
335,639
-
-
1,124,702
Income
tax expense(benefit)
2,348,694
3,197,629
( 14,086 )
14,717
-
5,546,954
Net
income (loss)
6,744,417
( 10,620,350 )
( 322,525 )
5,103,993
-
905,535
Year Ended
December
31, 2020
Dongfang
Paper
Hebei
Tengsheng
Baoding
Shengde
Not
Attributable to Segments
Elimination
of Inter-segment
Enterprise-wide,
consolidated
Revenues
$
91,426,671
8,414,654
1,101,944
-
-
100,943,269
Gross
profit
7,000,150
( 1,828,214
)
530,049
-
-
5,701,985
Depreciation
and amortization
7,039,687
8,613,750
140,417
-
-
15,793,854
Interest
income
27,046
1,770
3,217
-
-
32,033
Interest
expense
683,605
28,083
314,824
-
-
1,026,512
Income
tax expense(benefit)
967,408
( 2,140,532
)
56,550
14,717
-
( 1,101,857
)
Net income
(loss)
2,849,742
( 5,837,914
)
( 42,250
)
( 2,523,580
)
-
( 5,554,002
)
As
of December 31, 2021
Dongfang
Hebei
Baoding
Not Attributable
Elimination
of
Enterprise-wide,
Paper
Tengsheng
Shengde
to Segments
Inter-segment
consolidated
Total assets
$
109,369,167
93,841,874
29,181,392
9,142,769
-
241,535,202
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
22,166
-
199,874,474
F- 26
IT
TECH PACKAGING, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(19)
Concentration and Major Customers and Suppliers
For
the years ended December 31, 2021, and 2020, the Company had no single customer contributed over 10 % of total sales.
For
the year ended December 31, 2021, the Company had two major suppliers that accounted for 78 % and 11 % of total purchases by the Company.
For
the year ended December 31, 2020, the Company had two major suppliers that accounted for 72 % and 12 % of total purchases by the Company.
(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 December
31, 2018 and December 31, 2017. On May 1, 2015, the new “Deposit Insurance Regulations” was effective in the PRC that the
maximum protection would be up to RMB 500,000 (US$ 78,423 ) per depositor per insured financial intuition, including both principal and
interest. For the cash placed in financial institutions in the United States, the Company’s U.S. bank accounts are all fully covered
by the FDIC insurance as of December 31, 2021, and 2020, while for the cash placed in financial institutions in the PRC, the balances
exceeding the maximum coverage of RMB 500,000 amounted to RMB 11,520,053 (US$ 1,806,869 ) as of December 31, 2021.
(21)
Risks and Uncertainties
IT
Tech Packaging is subject to substantial risks from, among other things, intense competition associated with the industry in general,
other risks associated with financing, liquidity requirements, rapidly changing customer requirements, foreign currency exchange rates,
and operating in the PRC under its various laws and restrictions.
(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.
F- 27
IT
TECH PACKAGING, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(23)
Subsequent Event
On
February 23, 2022, Dongfang Paper fully paid the RMB320 million (approximately $45million) as the consideration for the acquisition per
agreement that Dongfang Paper had entered into with the shareholder of Hebei Tengsheng Paper Co., Ltd.
(24)
Summarized Quarterly Financial Data (Unaudited)
Quarterly
financial information for 2021and 2020is as follows:
Quarter
2021
First
Second
Third
Fourth
Revenues
$ 24,209,427
$ 46,534,915
$ 45,087,671
$ 45,049,707
Gross profit
1,831,005
3,029,020
1,821,536
4,335,998
(Loss) income from operations
( 724,313 )
431,408
( 198,029 )
1,950,303
Net (loss) income
( 4,338,856 )
( 453,248 )
1,542,576
4,155,063
Net income per share
Basic
$ - 0.12
$ - 0.01
$ 0.03
$ 0.07
Diluted
$ - 0.12
$ - 0.01
$ 0.03
$ 0.07
Quarter
2020
First
Second
Third
Fourth
Revenues
$ 8,743,851
$ 26,362,273
$ 33,357,451
$ 32,479,694
Gross (loss) profit
( 169,719 )
2,558,829
2,567,551
745,323
(Loss) income from operations
( 2,866,682 )
( 798,643 )
176,631
( 1,967,110 )
Net loss
( 2,436,287 )
( 980,031 )
( 520,974 )
( 1,616,710 )
Net loss per share
Basic
$ - 0.11
$ - 0.04
$ - 0.02
$ - 0.06
Diluted
$ - 0.11
$ - 0.04
$ - 0.02
$ - 0.06
F- 28
IT
TECH PACKAGING, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(25)
Condensed Financial Information of the Parent Company
The
condensed financial statements of IT Tech Packaging Inc. (“ITP”, the “parent company”) have been prepared in
accordance with accounting principles generally accepted in the United States of America. Under the PRC laws and regulations, the Company’s
PRC subsidiaries are restricted in their ability to transfer certain of their net assets to the parent company in the form of dividend
payments, loans or advances. The amounts restricted include paid-in capital, capital surplus and statutory reserves, as determined pursuant
to PRC generally accepted accounting principles, totaling $ 79,641,643 ad $ 47,589,643 as of December 31, 2021, and 2020.
The
following represents condensed unconsolidated financial information of the parent company only:
December
31,
December
31,
2021
2020
ASSETS
Current Assets
Cash and cash
equivalents
$ 9,135,996
$ 16,172
Total current
assets
9,135,996
16,172
Investment
in subsidiaries
213,804,439
181,194,669
Total
Assets
$ 222,940,435
$ 181,210,840
LIABILITIES
AND STOCKHOLDERS’ EQUITY
Current Liabilities
Inter-company payable
$ 4,399,560
$ 4,287,974
Due
to related parties
727,433
727,433
Total
current liabilities
5,126,993
5,015,407
Derivative liability
2,063,534
1,115,260
Total liabilities
$ 7,190,527
$ 6,130,667
Total
stockholders’ equity
215,749,908
175,080,173
Total
Liabilities and Stockholders’ Equity
$ 222,940,435
$ 181,210,840
F- 29
IT
TECH PACKAGING, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)
Year
Ended
December
31,
2021
2020
Revenue
-
-
Selling,
general and administrative expenses
$ 761,596
$ 2,082,743
Loss from Operations
( 761,596 )
( 2,082,743 )
Equity in earnings of unconsolidated
subsidiaries
( 4,198,678 )
( 3,030,487 )
Loss on derivative liability
5,880,526
( 426,055 )
Other
Income (Expense)
-
-
Income before Income Taxes
920,252
( 5,539,285 )
Provision
for Income Taxes
( 14,717 )
( 14,717 )
Net Income
$ 905,535
$ ( 5,554,002 )
Other
comprehensive income /(loss)
4,755,446
11,798,259
Total
Comprehensive Income (loss)
$ 5,660,981
$ 6,244,257
Year
Ended
December
31,
2021
2020
Net
Cash Used in Operating Activities
$ ( 776,313 )
$ ( 846,820 )
Net Cash
Used in Investing Activities
( 32,053,000 )
( 2,000,000 )
Net Cash
Provided by Financing Activities
41,949,138
2,791,000
Net Increase
(Decrease) in Cash and Cash Equivalents
9,119,824
( 55,820 )
Cash and
Cash Equivalents - Beginning of Year
16,172
71,991
Cash and
Cash Equivalents - End of Year
$ 9,135,996
$ 16,172
The
condensed financial information has been prepared using the same accounting policies as set out in the Company’s consolidated financial
statements except that the parent company has used equity method to account for its investments in the subsidiaries.
F- 30
Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
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.