Item 2. Management’s Discussion and Analysis
Item 2. Management’s Discussion and Analysis
of Financial Condition and Results of Operations Cautionary Notice Regarding Forward-Looking Statements
The following discussion of the financial condition
and results of operations of the Company for the periods ended June 30, 2025 and 2024 should be read in conjunction with the financial
statements and the notes to the financial statements that are included elsewhere in this quarterly report.
In this quarterly report, references to “the
Company,” “we,” “our” and “us” refer to IT Tech Packaging, Inc. and its PRC subsidiary and variable
interest entity unless the context requires otherwise.
We make certain forward-looking statements in
this report. Statements concerning our future operations, prospects, strategies, financial condition, future economic performance (including
growth and earnings), demand for our products, and other statements of our plans, beliefs, or expectations, including the statements contained
under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as
captions elsewhere in this document, are forward-looking statements. In some cases these statements are identifiable through the use of
words such as “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan”,
“project”, “target”, “can”, “could”, “may”, “should”, “will”,
“would”, and similar expressions. We intend such forward-looking statements to be covered by the safe harbor provisions contained
in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and in Section 21E of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). The forward-looking statements we make are not guarantees of future performance
and are subject to various assumptions, risks, and other factors that could cause actual results to differ materially from those suggested
by these forward-looking statements. Because such statements are subject to risks and uncertainties, actual results may differ materially
from those expressed or implied by the forward-looking statements. Indeed, it is likely that some of our assumptions may prove to be incorrect.
Our actual results and financial position may vary from those projected or implied in the forward-looking statements and the variances
may be material. You are cautioned not to place undue reliance on such forward-looking statements. These risks and uncertainties, together
with the other risks described from time to time in reports and documents that we file with the Securities and Exchange Commission (the
“SEC”) should be considered in evaluating forward-looking statements. In evaluating the forward-looking statements contained
in this report, you should consider various factors, including, without limitation, the following: (a) those risks and uncertainties related
to general economic conditions, (b) whether we are able to manage our planned growth efficiently and operate profitably, (c) whether we
are able to generate sufficient revenues or obtain financing to sustain and grow our operations, and (d) whether we are able to successfully
fulfill our primary requirements for cash. We assume no obligation to update forward-looking statements, except as otherwise required
under federal securities laws.
Results of Operations
Comparison of the Three Months Ended June 30, 2025 and 2024
Revenue for the three months ended June 30, 2025
was $24,794,641, a decrease of $1,455,147, or 5.54%, from $26,249,788 for the same period in the previous year. This was mainly due to
decreases in the sales volume of corrugating medium paper (“CMP”) and in the average selling prices (“ASP”) of
CMP.
30
Revenue of Offset Printing Paper, Corrugating Medium Paper and Tissue
Paper Products
Revenue from sales of offset printing paper, CMP and tissue paper products for the three months ended June 30, 2025 was $24,794,641, representing
a decrease of $1,418,174, or 5.41%, from $26,212,815 for the second quarter of 2024. The total volume of offset printing paper, CMP and
tissue paper products sold during this period amounted to 74,188 tonnes, representing a decrease of 1,177 tonnes, or 1.56%, compared to
the 75,365 tonnes sold during the comparable period in the previous year. Production of offset printing paper and tissue paper products
was suspended from 2024 through the first half of 2025 and is expected to resume in the second half of 2025. The changes in revenue dollar
amount and in quantity sold for the three months ended June 30, 2025 and 2024 are summarized as follows:
Three Months Ended
June 30, 2025
Three Months Ended
June 30, 2024
Change in
Percentage Change
Sales Revenue
Quantity (Tonne)
Amount
Quantity (Tonne)
Amount
Quantity (Tonne)
Amount
Quantity
Amount
Regular CMP
61,554
$ 20,652,429
62,813
$ 21,983,621
(1,259 )
$ (1,331,192 )
(2.00) %
(6.06) %
Light-Weight CMP
12,634
$ 4,142,212
12,552
$ 4,229,194
82
$ (86,982 )
0.65 %
(2.06 )%
Total CMP
74,188
$ 24,794,641
75,365
$ 26,212,815
(1,177 )
$ (1,418,174 )
(1.56) %
(5.41) %
Offset Printing Paper
-
$ -
-
$ -
-
$ -
0.00 %
0.00 %
Tissue Paper Products
-
$ -
-
$ -
-
$ -
0.00 %
0.00 %
Total CMP, Offset Printing Paper and Tissue Paper Revenue
74,188
$ 24,794,641
75,365
$ 26,212,815
(1,177 )
$ (1,418,174 )
(1.56) %
(5.41) %
Monthly sales revenue for the 24 months ended June 30, 2025, is summarized
below:
31
The average selling prices (ASPs) for our main products in the three
months ended June 30, 2025 and 2024 are summarized as follows:
Offset Printing Paper ASP
Regular
CMP ASP
Light-
Weight
CMP ASP
Tissue Paper Products ASP
Three Months ended June 30, 2025
$ -
$ 336
$ 328
$ -
Three Months ended June 30, 2024
$ -
$ 350
$ 337
$ -
Decrease from comparable period in the previous year
$ -
$ (14 )
$ (9 )
$ -
Decrease by percentage
0.00 %
(4.00 )%
(2.67 )%
0.00 %
The following chart shows the month-by-month ASPs for the 24-month
period ended June 30, 2025:
Corrugating Medium Paper
Revenue from CMP amounted
to $24,794,641 (100.00% of the total offset printing paper, CMP and tissue paper product revenues) for the three months ended June 30,
2025, representing a decrease of $1,418,174, or 5.41%, from $26,212,815 for the comparable period in 2024.
We sold 74,188 tonnes of
CMP in the three months ended June 30, 2025, compared to 75,365 tonnes for the same period in 2024, representing a 1.56% decrease in quantity
sold.
32
The ASP for regular CMP decreased from $350/tonne
for the three months ended June 30, 2024 to $336/tonne for the three months ended June 30, 2025, representing a 4.00% decrease. ASP in
RMB for regular CMP for the second quarter of 2024 and 2025 was RMB2,488 and RMB2,409, respectively, representing a 3.18% decrease. The
quantity of regular CMP sold decreased by 1,259 tonnes, from 62,813 tonnes in the second quarter of 2024 to 61,554 tonnes in the second
quarter of 2025.
The ASP for light-weight CMP decreased from $337/tonne
for the three months ended June 30, 2024 to $328/tonne for the three months ended June 30, 2025, representing a 2.67% decrease. ASP in
RMB for light-weight CMP for the second quarter of 2024 and 2025 was RMB2,395 and RMB2,354, respectively, representing a 1.73% decrease.
The quantity of light-weight CMP sold increased by 82 tonnes, from 12,552 tonnes in the second quarter of 2024, to 12,634 tonnes in the
second quarter of 2025.
Our PM6 production line, which produces regular
CMP, has a designated capacity of 360,000 tonnes per year. The utilization rates for the second quarter of 2025 and 2024 were 68.82% and
68.02%, respectively, representing an increase of 0.80%.
33
Cost of Sales
Total cost of sales for CMP, offset printing paper
and tissue paper products for the quarter ended June 30, 2025 was $23,520,896, an increase of $536,408, or 2.33%, from $22,984,488 for
the comparable period in 2024. This was mainly due to the increase in unit material cost of CMP, partially offset by the decrease in the
sales quantity of regular CMP.
The cost of sales for CMP was $23,520,896 for
the quarter ended June 30, 2025, as compared to $22,984,488 for the comparable period in 2024. The increase of $536,408 was mainly due
to the increase in the average unit cost of sales of CMP, partially offset by the decrease in sales volume of regular CMP. The average
cost of sales per tonne for CMP increased by 3.93%, from $305 in the second quarter of 2024 to $317 in the second quarter of 2025. This
increase was mainly attributable to higher average unit purchase costs (net of applicable value-added tax) of recycled paper board in
the second quarter of 2025 compared to the second quarter of 2024. Changes in cost of sales and cost per tonne by product for the quarters
ended June 30, 2025 and 2024 is summarized below:
Three Months Ended
Three Months Ended
June 30, 2025
June 30, 2024
Change in
Change in percentage
Cost of Sales
Cost per Tonne
Cost of Sales
Cost per Tonne
Cost of Sales
Cost per Tonne
Cost of Sales
Cost per Tone
Regular CMP
$ 19,597,979
$ 318
$ 19,297,669
$ 307
$ 300,310
$ 11
1.56 %
3.58 %
Light-Weight CMP
$ 3,922,917
$ 311
$ 3,686,819
$ 294
$ 236,098
$ 17
6.40 %
5.78 %
Total CMP
$ 23,520,896
$ 317
$ 22,984,488
$ 305
$ 536,408
$ 12
2.33 %
3.93 %
Offset Printing Paper
$ -
$ -
$ -
$ -
$ -
$ -
0.00 %
0.00 %
Tissue Paper Products
$ -
$ -
$ -
$ -
$ -
$ -
0.00 %
0.00 %
Total CMP, Offset Printing Paper and Tissue Paper
$ 23,520,896
$ n/a
$ 22,984,488
$ n/a
$ 536,408
$ n/a
2.33 %
n/a
Our average unit purchase cost (net of
applicable value-added tax) of recycled paper board in the three months ended June 30, 2025 was RMB 1,250/tonne (approximately
$174/tonne), compared to RMB 1,167/tonne (approximately $164/tonne) for the three months ended June 30, 2024. These changes (in US
dollars) represent a year-over-year increase of 6.10% for recycled paper board. We use domestic recycled paper (sourced mainly from
the Beijing-Tianjin metropolitan area) exclusively. Although we do not rely on imported recycled paper, whose pricing tends to be
more volatile than domestic recycled paper, our experience suggests that the pricing of domestic recycled paper bears some
correlation to that of imported recycled paper.
34
The pricing trends of our major raw materials
for the 24-month period from July 2023 to June 2025 are shown below:
Electricity and gas are
our two main energy sources. Electricity and gas accounted for approximately 5% and 15.1% of total sales in the second quarter of 2025,
respectively, compared to 5% and 12.9% of total sales in the second quarter of 2024. The monthly energy cost as a percentage of total
monthly sales of our main paper products for the 24 months ended June 30, 2025 is summarized as follows:
Gross Profit
Gross profit for the three months ended June 30,
2025 was $1,273,745 (representing 5.14% of total revenue), representing a decrease of $1,991,555, or 60.99%, from the gross profit of
$3,265,300 (representing 12.44% of total revenue) for the three months ended June 30, 2024, as a result of the factors described above.
35
Offset Printing Paper, CMP and Tissue Paper
Products
Gross profit for offset printing paper, CMP and
tissue paper products for the three months ended June 30, 2025 was $1,273,745, representing a decrease of $1,954,582, or 60.54%, from
the gross profit of $3,228,327 for the three months ended June 30, 2024. The decrease was mainly the result of the factors discussed above.
The overall gross profit margin for offset printing
paper, CMP and tissue paper products decreased by 7.18 percentage points, from 12.32% for the three months ended June 30, 2024, to 5.14%
for the three months ended June 30, 2025.
The gross profit margin for regular CMP for the
three months ended June 30, 2025 was 5.11%, or 7.11 percentage points lower, compared to gross profit margin of 12.22% for the three months
ended June 30, 2024. This decrease was mainly due to decreased ASP of regular CMP and increased unit cost of sales in the second quarter
of 2025.
The gross profit margin for light-weight CMP for
the three months ended June 30, 2025 was 5.29%, or 7.53 percentage points lower, compared to the gross profit margin of 12.82% for the
three months ended June 30, 2024. Such decrease was mainly due to the decrease in ASP of light-weight CMP and the increase in unit cost
of sales in the second quarter of 2025.
Monthly gross profit margins on the sales of our
CMP and offset printing paper for the 24-month period ended June 30, 2025 are as follows:
Selling, General and Administrative Expenses
Selling, general and administrative expenses for
the three months ended June 30, 2025 were $3,036,775, an increase of $319,227, or 11.75% from $2,717,548 for the three months ended June
30, 2024. The increase was mainly due to increased depreciation of idle fixed assets.
(Loss) Income from Operations
Operating loss for the quarter ended June 30,
2025 was $1,763,030, a decrease of $2,310,782, or 421.87%, from income from operations of $547,752 for the quarter ended June 30, 2024.
The decrease was primarily due to the decline in gross profit and the increase in selling, general and administrative expenses.
Other Income and Expenses
Interest expense for the three months ended June
30, 2025 decreased by $67,580, from $211,551 for the three months ended June 30, 2024, to $143,971. The Company had short-term and long-term
interest-bearing loans that aggregated $9,749,113 as of June 30, 2025, as compared to $12,149,914 as of June 30, 2024.
36
Gain on Derivative Liability
The Company analyzed the warrant for derivative
accounting consideration under ASC 815, “Derivatives and Hedging, and hedging,” and determined that the instrument should
be classified as a liability. ASC 815 requires that we assess the fair market value of the derivative liability at the end of each reporting
period and recognize any change in fair market value as other income or expense item. The change in fair value of derivative liability
for the three months ended June 30, 2025 and 2024 was a gain of $795 and $15, respectively.
Net Loss
As a result of the above factors, net loss was
$1,951,826 for the quarter ended June 30, 2025, representing a decrease of $1,874,079, or 2410.48%, from $77,747 for the quarter ended
June 30, 2024.
Comparison of the Six Months Ended June 30,
2025 and 2024
Revenue for the six months ended June 30, 2025
was $35,691,907, representing an increase of $2,578,278, or 7.79%, from $33,113,629 for the same period in the previous year. This was
mainly due to the increase in sales volume of CMP, partially offset by decreased ASPs of CMP products.
Revenue of Offset Printing Paper, Corrugating
Medium Paper and Tissue Paper Products
Revenue from sales of offset printing paper, CMP
and tissue paper products for the six months ended June 30, 2025 was $35,691,907, an increase of $2,652,292, or 8.03%, from $33,039,615
for the six months ended June 30, 2024. This was mainly due to the increase in sales volume of CMP, partially offset by the decrease in
ASPs of CMP. The total quantities of offset printing paper, CMP and tissue paper products sold during the six months ended June 30, 2025
amounted to 105,795 tonnes, an increase of 11,761 tonnes, or 12.51%, compared to 94,034 tonnes sold during the six months ended June 30,
2024. Production of offset printing paper and tissue paper products was suspended from 2024 through the first half of 2025 and is expected
to resume in the second half of 2025. The changes in revenue and quantity sold for the six months ended June 30, 2025 and 2024 is summarized
as follows:
Six Months Ended
Six Months Ended
Percentage
June 30, 2025
June 30, 2024
Change in
Change
Sales Revenue
Quantity (Tonne)
Amount
Quantity (Tonne)
Amount
Quantity (Tonne)
Amount
Quantity
Amount
Regular CMP
88,316
$ 29,930,545
78,452
$ 27,734,222
9,864
$ 2,196,323
12.57 %
7.92 %
Light-Weight CMP
17,479
$ 5,761,362
15,582
$ 5,305,393
1,897
$ 455,969
12.17 %
8.59 %
Total CMP
105,795
$ 35,691,907
94,034
$ 33,039,615
11,761
$ 2,652,292
12.51 %
8.03 %
Offset Printing Paper
-
$ -
-
$ -
-
$ -
0.00 %
0.00 %
Tissue Paper Products
-
$ -
-
$ -
-
$ -
0.00 %
0.00 %
Total CMP, Offset Printing Paper and Tissue Paper Revenue
105,795
$ 35,691,907
94,034
$ 33,039,615
11,761
$ 2,652,292
12.51 %
8.03 %
ASPs for our main products in the six-month period
ended June 30, 2025 and 2024 is summarized as follows:
Offset
Printing
Paper
ASP
Regular
CMP
ASP
Light-
Weight
CMP
ASP
Tissue
Paper
Products
ASP
Six Months Ended June 30, 2025
$ -
$ 339
$ 330
$ -
Six Months Ended June 30, 2024
$ -
$ 354
$ 340
$ -
Decrease from comparable period in the previous year
$ -
$ (15 )
$ (10 )
$ -
Decrease by percentage
- %
(4.24 )%
(2.94 )%
- %
37
Cost of Sales
Total cost of sales for CMP, offset printing paper
and tissue paper products in the six months ended June 30, 2025 was $34,334,076, an increase of $4,885,123, or 16.59%, from $29,448,953
for the six months ended June 30, 2024. This was mainly due to the increase in sales volume and the increase in unit material costs of
CMP.
The cost of sales for CMP was $34,334,076 for
the six months ended June 30, 2025, compared to $29,448,953 in the same period of 2024. The increase of $4,885,123 for CMP was mainly
due to the increase in quantities of CMP sold and in the average cost of sales in the first six months of 2025. The average cost of sales
per tonne for CMP increased by 3.83%, from $313 for the six months ended June 30, 2024, to $325 in the same period of 2025. Changes in
cost of sales and cost per tonne by product for the six months ended June 30, 2025 and 2024 are summarized below:
Six Months Ended
Six Months Ended
June 30, 2025
June 30, 2024
Change in
Change in percentage
Cost of Sales
Cost per Tonne
Cost of Sales
Cost per tonne
Cost of Sales
Cost per Tonne
Cost of Sales
Cost per Tone
Regular CMP
$ 28,741,566
$ 325
$ 24,721,681
$ 315
$ 4,019,885
$ 10
16.26 %
3.17 %
Light-Weight CMP
$ 5,592,510
$ 320
$ 4,727,272
$ 303
$ 865,238
$ 17
18.30 %
5.61 %
Total CMP
$ 34,334,076
$ 325
$ 29,448,953
$ 313
$ 4,885,123
$ 12
16.59 %
3.83 %
Offset Printing Paper
$ -
$ -
$ -
$ -
$ -
$ -
- %
- %
Tissue Paper Products
$ -
$ -
$ -
$ -
$ -
$ -
- %
- %
Total CMP, Offset Printing Paper and Tissue Paper Revenue
$ 34,334,076
$ n/a
$ 29,448,953
$ n/a
$ 4,885,123
$ n/a
16.59 %
n/a %
Gross Profit
Gross profit for the six months ended June 30,
2025 was $1,357,831 (representing 3.80% of total revenue), representing a decrease of $2,306,582, or 62.95%, from $3,664,413 (representing
11.07% of total revenue) for the six months ended June 30, 2024. The decrease was mainly due to the decline in ASPs of CMP and increased
unit cost of materials, partially offset by the increase in sales volume of CMP.
Offset Printing Paper, CMP and Tissue Paper
Products
Gross profit for offset printing paper, CMP and
tissue paper products for the six months ended June 30, 2025 was $1,357,831, a decrease of $2,232,831, or 62.18%, from the gross profit
of $3,590,662 for the six months ended June 30, 2024. The decrease was mainly the result of the factors discussed above.
The overall gross profit margin for offset printing
paper, CMP and tissue paper products decreased by 7.07 percentage points, from 10.87% for the six months ended June 30, 2024, to 3.80%
for the six months ended June 30, 2025.
The gross profit margin for regular CMP for the
six months ended June 30, 2025 was 3.97%, or 6.89 percentage points lower, as compared to the gross profit margin of 10.86% for the six
months ended June 30, 2024. This decrease was primarily due to the decrease in ASP and the increase in material costs of regular CMP.
The gross profit margin for light-weight CMP for
the six months ended June 30, 2025 was 2.93%, or 7.97 percentage points lower, compared to the gross profit margin of 10.90% for the six
months ended June 30, 2024. This decrease was primarily due to the decrease in ASP and the increase in material costs of light-weight
CMP.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for
the six months ended June 30, 2025 were $6,498,096, a decrease of $120,235, or 1.82% from $6,618,331 for the six months ended June 30,
2024. The decrease was mainly due to lower manpower costs and reduced depreciation of idle fixed assets during the production suspension.
Loss from Operations
Operating loss for the six months ended June 30,
2025 was $5,140,265, a decrease of $2,186,347, or 74.02%, from $2,953,918 for the six months ended June 30, 2024. The decrease was primarily
due to the decrease in gross profit, partially offset by the decrease in selling, general and administrative expenses.
38
Other Income and Expenses
Interest expense for the six months ended June
30, 2025 decreased by $145,023, from $421,841 for the six months ended June 30, 2024, to $276,818. The Company had short-term and long-term
interest-bearing loans that aggregated $9,749,113 as of June 30, 2025, as compared to $12,149,914 as of June 30, 2024.
Gain on Derivative Liability
The Company analyzed the warrant for derivative
accounting consideration under ASC 815, “Derivatives and Hedging, and hedging,” and determined that the instrument should
be classified as a liability. ASC 815 requires that we assess the fair market value of derivative liability at the end of each reporting
period and recognize any change in the fair market value as other income or expense item. The change in fair value of derivative liability
for the six months ended June 30, 2025 and 2024 was a gain of $5,348 and $49, respectively.
Net Loss
As a result of the above, net loss was $5,455,611
for the six months ended June 30, 2025, representing a decrease of $1,631,328, or 42.66%, from $3,824,283 for the six months ended June
30, 2024.
Liquidity and Capital Resources
As of June 30, 2025, we had current assets of
$32,644,518 (including a VAT(“Value-Added Tax”) recoverable of Tengsheng Paper in the amount of $13,209,135),
and current liabilities of $21,341,552, resulting in a working capital of $11,302,966. However, the production of Baoding Shende was suspended
in 2024 and the first half of 2025, rendering the related VAT unrecoverable in the short term. Net working capital excluding VAT recoverable
as of June 30, 2025 was a working capital deficit of $1,906,169. Baoding Shengde and Tengsheng Paper have incurred losses, raising doubt
about these subsidiaries’ ability to continue as going concerns. The main reasons for these losses were high depreciation costs,
decreased market demand, and elevated material costs. Our future sustainability depends on our ability to generate cash from our operational
endeavors and secure additional capital to fund ongoing activities. Should we fail to secure necessary funding, we may be unable to realize
our assets and discharge our liabilities in the normal course of business.
To address these challenges, we plan to optimize
our raw material structure and stabilize manufacturing capacity utilization, which will help to reduce procurement and production costs.
Additionally, we are actively exploring new products and adjusting pricing strategies in a timely manner to secure a larger market share.
Furthermore, we will maintain rigorous control
over inventory, working capital, and cash flow to mitigate financial risks. We will also strategically utilize financing quotas from the
capital markets to ensure the smooth and healthy operation of the company.
Our continued existence as a going concern depends
on the successful implementation of our business plan. This includes increasing market acceptance of our products to boost sales volume
and achieve economies of scale, while deploying more effective marketing strategies and cost control measures to better manage the operating
cash flow position.
Accounts Receivable
Net accounts receivable increased by $1,553,431,
or 540.18%, to $1,841,007 as of June 30, 2025, compared with $287,576 as of December 31, 2024. We usually collect accounts receivable
within 30 days of delivery and completion of sales.
Inventories
Inventories consist of raw materials (accounting
for 74.7% of the total inventory value as of June 30, 2025), semi-finished goods and finished goods. As of June 30, 2025, the recorded
value of inventory increased by 116.6% to $5,094,810 from $2,351,876 as of December 31, 2024. As of June 30, 2025, the inventory of recycled
paper board, which is the main raw material for the production of CMP, was $3,688,955, approximately $2,335,412, or 172.54%, higher than
the balance as of December 31, 2024. In May and June 2025, we increased our procurement volume of recycled paper board in anticipation
of rising purchase prices and to prepare for expanded production output as planned for the upcoming quarter.
39
A summary of changes in major inventory items is as follows:
June 30,
December 31,
2025
2024
$ Change
% Change
Raw Materials
Recycled paper board
$ 3,688,955
$ 1,353,543
2,335,412
172.5 %
Recycled white scrap paper
10,534
10,491
43
0.4 %
Tissue base paper
20,914
20,827
87
0.4 %
Gas
69,719
16,334
53,385
326.8 %
Mask fabric and other raw materials
133,072
111,521
21,551
19.3 %
Total Raw Materials
3,923,194
1,512,716
2,410,478
159.3 %
Semi-finished Goods
297,024
295,792
1,232
0.4 %
Finished Goods
1,572,213
1,269,487
302,726
23.8 %
Total inventory, gross
5,792,431
3,077,995
2,714,436
88.2 %
Inventory reserve
(697,621 )
(726,119 )
28,498
(3.9 )%
Total inventory, net
$ 5,094,810
$ 2,351,876
2,742,934
116.6 %
Renewal of Operating Lease
On August 7, 2013, the Company’s Audit Committee
and the Board of Directors approved the sale of the land use right of the Headquarters Compound (the “LUR”), the office building,
essentially all industrial-use buildings in the Headquarters Compound (the “Industrial Buildings”), and three employee dormitory
buildings located within the Headquarters Compound (the “Dormitories”) to Hebei Fangsheng for cash prices of approximately
$2.77 million, $1.15 million, and $4.31 million respectively. In connection with the sale, Hebei Fangsheng agreed to lease the Industrial
Buildings back to the Company for their original use for a term of up to three years, with an annual rental payment of approximately $139,318
(RMB1,000,000). The lease agreement was renewed in August 2022 with a six-year term with the same rental payments as provided for in the
original lease agreement.
Capital Expenditure Commitment
On May 5, 2020, the Company announced the planned
commercial launch of a new tissue paper production line PM10 and signed an agreement to purchase a paper machine from a supplier. The
new tissue paper production line is expected to be launched after the completion of trial runs.
As of June 30, 2025, we had approximately $3.5
million in capital expenditure commitments mainly related to the purchase of the PM 10 paper machine. The infrastructure work for PM10
is complete, while work on related ancillary facilities is ongoing. These commitments are expected to be financed by bank loans and cash
flows generated from our business operations.
Cash and Cash Equivalents
Our cash, cash equivalents and restricted cash
as of June 30, 2025 totaled $7,509,355, an increase of $558,779 from $6,950,576 as of December 31, 2024. The increase in cash and cash
equivalents for the six months ended June 30, 2025 was attributable to several factors including:
i. Net cash provided by operating activities
Net cash used in operating activities was $1,111,313
for the six months ended June 30, 2025. The balance represented a decrease in cash of $2,457,650, or 182.54%, compared to net cash provided
by operating activities of $1,346,337 for the six months ended June 30, 2024. Net loss for the six months ended June 30, 2025 was $5,455,611,
representing a decrease of $1,631,328, or 42.66%, from $3,824,283 for the six months ended June 30, 2024. Changes in various asset and
liability account balances during the six months ended June 30, 2025 also contributed to the net change in cash from operating activities
in six months ended June 30, 2025. Chief among such changes were an increase in accounts receivable of $1,579,675 during the six months
of 2025, an increase of $2,694,397 in the ending inventory balance as of June 30, 2025 (a decrease to net cash for the six months ended
June 30, 2025 cash flow purposes), non-cash expenses for depreciation and amortization of $7,090,582, a decrease of $860,449 in prepayment
and other current assets (an increase to net cash) and a net increase of $816,287 in other payables and accrued liabilities and related
parties (an increase to net cash), and a decrease in income tax payable of $81,025 (a decrease to net cash) during the six months ended
June 30, 2025.
40
ii. Net cash used in investing activities
We incurred $29,896 in net cash expenditures for
purchases of property, plant and equipment during the six months ended June 30, 2025, as compared to $62,640 for the same period in 2024.
iii. Net cash provided by financing activities
Net cash provided by financing activities was
$1,648,262 for the six months ended June 30, 2025, compared to $422,096 for the same period in 2024. The cash inflow was mainly attributable
to proceeds from the issuance of common stock in May 2025 and from short term bank loans.
Short-term Bank Loans
June 30,
December 31,
2025
2024
Rural Credit Union of Xushui District Loan 1
$ 1,815,998
$ 1,808,469
Rural Credit Union of Xushui District Loan 2
2,235,074
2,225,808
Bank of Cangzhou Loan 1
307,323
-
Bank of Cangzhou Loan 2
69,846
-
Bank of Cangzhou Loan 3
209,538
-
Industrial and Commercial Bank of China (“ICBC”) Loan 1
-
2,782
ICBC Loan 2
-
139,113
ICBC Loan 3
-
139,113
ICBC Loan 4
-
136,331
ICBC Loan 5
2,794
-
ICBC Loan 6
139,692
-
ICBC Loan 7
139,692
-
ICBC Loan 8
136,898
-
Total short-term bank loans
$ 5,056,855
$ 4,451,616
On December 24, 2024, the Company entered into
a loan agreement with the Rural Credit Union of Xushui District, with a balance of $1,815,998 and $1,808,469 as of June 30, 2025 and December
31, 2024, respectively. The loan is secured by the equipment of Baoding Shengde as collateral for the benefit of the bank. The loan bears
a fixed rate of 6% and will be due by December 23, 2025.
On December 24, 2024, the Company entered into
a loan agreement with the Rural Credit Union of Xushui District, with a balance of $2,235,074 and $2,225,808 as of June 30, 2025 and December
31, 2024, respectively. The loan is secured by the equipment of Baoding Shengde as collateral for the benefit of the bank and guaranteed
by a third party company. The loan bears a fixed rate of 6% and will be due by December 23, 2025.
On December 28, 2024, the Company entered into
a working capital loan agreement with the Bank of Cangzhou, to borrow $307,323 at a fixed interest rate of 5.5% per annum. The loan is
guaranteed by Mr. Liu Zhenyong. The loan will be due by December 27, 2025.
On December 28, 2024, the Company entered into
a working capital loan agreement with the Bank of Cangzhou, to borrow $69,846 at a fixed interest rate of 5.5% per annum. The loan is
secured by the Company’s manufacturing equipment and guaranteed by Mr. Liu Zhenyong. The loan will be due by December 27, 2025.
On March 10, 2025, the Company entered into a
working capital loan agreement with the Bank of Cangzhou, to borrow $209,538 at a fixed interest rate of 5.5% per annum. The loan is secured
by the Company’s manufacturing equipment and guaranteed by Mr. Liu Zhenyong. The loan will be due by March 9, 2026.
41
On June 11, 2024, the Company entered into a working
capital loan agreement with the ICBC, with a balance of $nil and $2,782 as of June 30, 2025 and December 31, 2024, respectively. The loan
bore a fixed interest rate of 3.45% per annum. The loan was repaid on June 10, 2025.
On June 21, 2024, the Company entered into a working
capital loan agreement with the ICBC, with a balance of $ nil and $139,113 as of June 30, 2025 and December 31, 2024, respectively. The
loan bore a fixed interest rate of 3.45% per annum. The loan was repaid on June 3, 2025.
On June 22, 2024, the Company entered into a working
capital loan agreement with the ICBC, with a balance of $ nil and $139,113 as of June 30, 2025 and December 31, 2024, respectively. The
loan bore a fixed interest rate of 3.45% per annum. The loan was repaid on June 10, 2025.
On June 24, 2024, the Company entered into a working
capital loan agreement with the ICBC, with a balance of $ nil and $136,331 as of as of June 30, 2025 and December 31, 2024, respectively.
The loan bore a fixed interest rate of 3.45% per annum. The loan was repaid on June 9, 2025.
On June 10, 2025, the Company entered into a working
capital loan agreement with the ICBC, with a balance of $2,794 as of June 30, 2025. The loan bears a fixed interest rate of 3.00% per
annum. The loan is due for repayment by June 10, 2026.
On June 3, 2025, the Company entered into a working
capital loan agreement with the ICBC, with a balance of $139,692 as of June 30, 2025. The loan bears a fixed interest rate of 3.00% per
annum. The loan is due for repayment by June 3, 2026.
On June 10, 2025, the Company entered into a working
capital loan agreement with the ICBC, with a balance of $139,692 as of June 30, 2025. The loan bears a fixed interest rate of 3.00% per
annum. The loan is due for repayment by June 10, 2026.
On June 9, 2025, the Company entered into a working
capital loan agreement with the ICBC, with a balance of $136,898 as of June 30, 2025. The loan bears a fixed interest rate of 3.00% per
annum. The loan is due for repayment by June 9, 2026.
As of June 30, 2025, guaranteed short-term borrowings
totaled $2,821,781, and unsecured bank loans were $419,076. As of December 31, 2024, these figures were $2,225,808 and $417,339, respectively.
The average short-term borrowing rates for the
three months ended June 30, 2025 and 2024 were approximately 5.72% and 4.45%, respectively. For the six months ended June 30, 2025 and
2024, the rates were approximately 5.73% and 4.46%, respectively.
Long-term Loans
As of June 30, 2025 and December 31, 2024, long-term
loans were $4,692,258 and $4,672,806, 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 an additional five years to mature in various installments
from December 21, 2018 to June 20, 2023. On August 24, 2023, the loan was extended for another three years, now due and payable on August
24, 2026. The loan is secured by certain of the Company’s manufacturing equipment with a net book value of $nil as of June 30, 2025
and December 31, 2024. Interest payment is due monthly and originally bore a rate of 7.68% per annum. Effective from November 15, 2022,
the interest rate was reduced to 7% per annum. Effective from December 3, 2024, the interest rate was further reduced to 6% per annum.
As of June 30, 2025 and December 31, 2024, the total outstanding loan balance was $3,490,906 and $3,476,434. Out of the total outstanding
loan balance, current portion amounted was $2,652,753 and $2,641,756, which is presented as current liabilities in the consolidated balance
sheet and the remaining balance of $838,153 and $834,678 is presented as non-current liabilities in the consolidated balance sheet as
of June 30, 2025 and December 31, 2024, respectively.
On December 5, 2023, the Company entered into
a loan agreement with the Rural Credit Union of Xushui District for a term of three years, due in various installments from June 21, 2024
to December 5, 2026. The loan is guaranteed by an independent third party. Interest payment is due monthly and bears a rate of 7% per
annum. Effective from December 3, 2024, the interest rate was reduced to 6% per annum. As of June 30, 2025 and December 31, 2024, total
outstanding loan balance was $1,201,352 and $1,196,372, respectively. Out of the total outstanding loan balance, current portion amounted
$921,968 and $918,146, which is presented as current liabilities and the remaining balance of $279,384 and $278,226 is presented as non-current
liabilities in the consolidated balance sheet as of June 30, 2025 and December 31, 2024, respectively.
Total interest expense for short-term and long-term
loans for the three months ended June 30, 2025 and 2024 was $143,971 and $211,551, respectively. For the six months ended June 30, 2025
and 2024, it was $276,818 and $421,841, respectively.
42
Shareholder Loans
Mr. Liu Zhenyong had loaned money to Dongfang
Paper for working capital purposes over a period of time. On January 1, 2013, Dongfang Paper and Mr. Liu Zhenyong 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 $358,078 and
$356,594 of interest were outstanding to Mr. Liu Zhenyong, which were recorded in other payables and accrued liabilities as part of the
current liabilities in the consolidated balance sheet as of June 30, 2025 and December 31, 2024, respectively.
On December 10, 2014, Mr. Liu Zhenyong 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. Liu Zhenyong, together with
interest of $288,596. In February 2018, the company paid off the remaining balance, together with interest of $20,400. As of June 30,
2025 and December 31, 2024, approximately $41,908 and $41,734 of interest were outstanding to Mr. Liu Zhenyong, 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. Liu Zhenyong which allows Dongfang Paper to borrow from the CEO an amount up to $17,201,342 (RMB120,000,000) for working capital
purposes. The advances or funding under the agreement are due three years from the date each amount is funded. The loan is unsecured and
carries an annual interest rate set on the basis of the primary lending rate of the People’s Bank of China at the time of the borrowing.
On July 13, 2015, an unsecured amount of $4,324,636 was drawn from the facility. On October 14, 2016 an unsecured amount of $2,883,091
was drawn from the facility. In February 2018, the company repaid $1,507,432 to Mr. Liu Zhenyong. The loan would be originally due on
July 12, 2018. Mr. Liu Zhenyong 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. Liu Zhenyong, together with interest of $158,651. In December 2019, the Company
paid off the remaining balance, together with interest of 94,636. As of June 30, 2025 and December 31, 2024, the outstanding interest
was $191,989 and $191,193, respectively, which was recorded in other payables and accrued liabilities as part of the current liabilities
in the consolidated balance sheet.
As of June 30, 2025 and December 31, 2024, there
were no loans outstanding to Mr. Liu Zhenyong . The interest expense incurred for such related party loans was $nil for the three and
six months ended June 30, 2025 and 2024. Net interest owed to Mr. Liu Zhenyong was approximately $305,868 and $304,600, as of June 30,
2025 and December 31, 2024, respectively, which was recorded in other payables and accrued liabilities.
In October 2022 and November 2022, the Company
entered into two agreements with Mr. Liu, allowing him to borrow a total of $7,059,455 (RMB50,000,000) from the Company. The loans were
unsecured and carried a fixed interest rate of 4.35% per annum. $4,235,673 (RMB30,000,000) was repaid by Mr. Liu Zhengyong in August 2023
and the remaining balance was repaid in December 2023. Interest income of the loan for the three and six months ended June 30, 2025 and
2024 were $nil.
43
As of June 30, 2025 and December 31, 2024, amount
due to Mr. Liu Zhenyong were $119,974 and $1,242, respectively, . This mainly represents funds from Mr. Liu Zhenyong to pay for various
expenses incurred in the U.S. The amount is due on demand and is interest free.
Critical Accounting Policies and Estimates
The Company’s financial statements are prepared
in accordance with accounting principles generally accepted in the United States, which require us to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the
best information available at the time the estimates are made. However, actual results could differ materially from those estimates. The
most critical accounting policies are listed below:
Revenue Recognition Policy
The Company recognizes revenue when goods are
delivered and a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations
of the Company exist, and collectability is reasonably assured. Goods are considered delivered when the customer’s truck picks up
goods at our finished goods inventory warehouse.
Long-Lived Assets
The Company evaluates the recoverability of long-lived
assets and the related estimated remaining useful lives when events or circumstances lead management to believe that the carrying value
of an asset may not be recoverable and the undiscounted cash flows estimated to be generated by those assets are less than the assets’
carrying amount. In such circumstances, those assets are written down to estimated fair value. Our judgments regarding the existence of
impairment indicators are based on market conditions, assumptions for operational performance of our businesses, and possible government
policy toward operating efficiency of the Chinese paper manufacturing industry. For the six months ended June 30, 2025 and 2024, no events
or circumstances occurred for which an evaluation of the recoverability of long-lived assets was required. We are currently not aware
of any events or circumstances that may indicate any need to record such impairment in the future.
Foreign Currency Translation
The functional currency of Dongfang Paper and
Baoding Shengde is the Chinese Yuan Renminbi (“RMB”). Under ASC Topic 830-30, all assets and liabilities are translated into
United States dollars using the current exchange rate at the end of each fiscal period. The current exchange rates used by the Company
as of June 30, 2025 and December 31, 2024 to translate the Chinese RMB to the U.S. Dollars are 7.1586:1 and 7.1884:1, respectively. Revenues
and expenses are translated using the prevailing average exchange rates at 7.1778:1 and 7.1074:1 for the six months ended June 30, 2025
and 2024, respectively. Translation adjustments are included in other comprehensive income (loss).
Off-Balance Sheet Arrangements
We were the guarantor for Baoding Huanrun Trading
Co., for its long-term bank loans in an amount of $4,330,456 (RMB31,000,000), which matures at various times in 2028. Baoding Huanrun
Trading Co. is one of our major suppliers of raw materials. This helps us to maintain a good relationship with the supplier and negotiate
for better terms in payment for materials. If Huanrun Trading Co. were to become insolvent, the Company could be materially adversely
affected. Except as aforesaid, we have no material off-balance sheet transactions.
44
Recent Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures. Under this ASU, public entities must annually (1) disclose specific
categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold
(if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income
or loss by the applicable statutory income tax rate). This ASU’s amendments are effective for all entities that are subject to Topic
740, Income Taxes, for annual periods beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the
impact of this pronouncement on our disclosures.
In November 2024, the FASB issued ASU 2024-03,
Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures, which emphasizes the importance of providing more
granular and detailed expense information in financial statements. The update requires entities to disaggregate expenses by nature and
function on the income statement, offering a clearer picture of an entity’s cost structure and operational efficiency. This enhanced
disclosure is intended to improve the transparency and comparability of financial reporting. Entities must apply the new guidance retrospectively
to all periods presented in the financial statements. The amendments are effective for annual reporting periods beginning after December
15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is in the process
of assessing the impact of these changes on its financial reporting and will implement the necessary adjustments to comply with the updated
standards.
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.