What changed in this filing

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Item 1. Business

2023-03-16 compared with 2022-03-31 · 180 added, 90 removed, 167 unchanged (62% of the section changed)

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References to “Lollicup” refer to Lollicup USA Inc., a California corporation, our wholly-owned subsidiary.

We are a rapidly-growing specialty distributor and select manufacturer of environmentally-friendly disposable foodservice products and related items.

We are a rapidly-growing specialty distributor and select manufacturer of disposable foodservice products and related items.

We are a nimble supplier of a wide range of products for the foodservice industry, including food and take-out containers, bags, tableware, cups, lids, cutlery, straws, specialty beverage ingredients, equipment, gloves and other products.

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Our Karat Earth® line provides environmentally friendly options to our customers, who are increasingly focused on sustainability.

We offer customized solutions to our customers, including new product development, design, printing and logistics services.

We also offer customized solutions to our customers, including new product development, design, printing and logistics services.

While a majority of our revenue is generated from the distribution of our vendors’ products, we have select manufacturing capabilities in the U.S., which allows us to provide customers with broad product choices and customized offerings with short lead times.

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To that end, we operate our business strategically and with broad flexibility to provide both our large and small customers with the wide spectrum of products they need to successfully run and grow their businesses.

We believe our ability to source products quickly on a cost-effective basis via a global supplier network, complemented by our manufacturing capabilities for select products, has established us as a differentiated provider of high-quality products relative to our competitors.

We believe our ability to source products quickly on a cost-effective basis via a global supplier network, complemented by our own manufacturing capabilities for select products, has established us as a differentiated provider of high-quality products relative to our competitors.

Our customers include a wide variety of national and regional distributors, restaurant chains, retail establishments and online customers.

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For the years ended December 31, 2022 and December 31, 2021, no single customer represented more than 10% of our revenue.

We have recently made significant investments to establish and grow our e-commerce distribution channel www.lollicupstore.com.

This channel, utilized primarily by small- and medium-sized businesses, served over 73,000 customers during the year ended December 31, 2021, with our online net sales growing by 51.4% compared to the year ended December 31, 2020.

We are an omni-channel provider and have recently made significant investments in e-commerce, technology, supply chain, distribution center layout remodels, and customer initiatives, such as online ordering and same day pickup.

We operate our e-commerce channel through our company website, www.lollicupstore.com, and also through third-party storefronts such as Amazon and Walmart.

Our e-commerce channel offers the entire range of our products for online procurement, and we believe it will continue to be a key growth driver for our business going forward.

Additionally, the e-commerce channel enables us to cross market other products to our customers that they may be purchasing from competitors.

Additionally, the e-commerce channel enables us to cross market other products to our customers.

We classify our customers into four categories:

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small businesses, often with less than two locations, such as small restaurants, bubble tea shops, coffee shops, juice bars, smoothie shops and some customers who purchase for personal use.

The diversity of our customer types provides us with the ability to source products efficiently while maintaining a broad product offering, as we are able to sell many products across multiple customer segments.

In addition to product sales, we also generate revenue from logistics services which is the transportation and delivery of shipping containers from ports to customers, primarily to retail customers.

The diversity of our customer types provides us with the ability to source products efficiently while maintaining a broad product offering, as we are able to sell many products

across multiple customer segments.

We expect a large proportion of our growth to come from national and regional chains and our higher margin online customers.

The disposable foodservice products industry is large and growing.

Our industry is benefiting from shifting consumer preferences towards both food delivery and “to-go” ordering, a trend that pre-dated the COVID-19 pandemic.

As consumer preferences have evolved, foodservice establishments have realized that the at-home dining experience is closely linked to the quality of the packaging utilized.

Rapidly growing demand for quality take-out packaging solutions coupled with ongoing global supply chain disruptions have also contributed to significant capacity constraints and product shortages within the industry.

We have generated significant growth through the continued expansion of our customer base and increasing penetration into existing customers.

We have increased our total customers from approximately 45,000 in 2020 to over 77,000 in 2021.

We have generated significant growth through the continued expansion of our customer base and increasing penetration into existing customers across all channels.

In addition, we have been able to grow our wallet share with many customers, in particular our national and regional chains, by supplying them a broader range of our foodservice disposables and related products.

We believe that the current environment has accelerated the shift in consumer preferences towards food delivery and “to-go” ordering, which we expect to continue in the foreseeable future.

We currently operate manufacturing facilities and distribution and fulfillment centers in Chino, California and Rockwall, Texas.

In addition, we operate other distribution centers located in Rockwall, Texas, Branchburg, New Jersey, Sumner, Washington, Summerville, South Carolina and Kapolei, Hawaii.

We believe that the current industry environment and regulatory landscape has accelerated the shift in consumer preferences towards food delivery, take-out ordering and eco-friendly sustainable products, which we expect to continue in the foreseeable future.

We currently operate manufacturing facilities and distribution and fulfillment centers in Chino, California, Rockwall, Texas and Kapolei, Hawaii.

In addition, we operate other distribution centers located in Rockwall, Texas, Branchburg, New Jersey, Sumner, Washington, Summerville, South Carolina, Kapolei, Hawaii and City of Industry, California.

The distribution and fulfillment centers are strategically located in proximity to major population centers, including the Los Angeles, New York, Seattle, Atlanta and Honolulu metro areas.

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We leverage our diversified global supplier network and offer customers a wide selection of single-use disposable foodservice products, with over 8,600 SKUs across a broad range of product categories.

We have significantly grown our inventory sourcing network from only a handful of vendors initially to over 70 active vendors by the end of 2022.

Key offerings include food and take-out containers, bags, tableware, cups, lids, cutlery and straws primarily sourced through our diverse supplier base.

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Furthermore, these supplier relationships allow us to offer custom-branded and custom-designed products with fast turnaround times and at competitive prices.

Our Karat Earth® specialty line of environmentally friendly products are made from renewable resources that are ethically sourced.

Also, we have never used Styrofoam in any of our Karat products.

Our Karat Earth® line provides environmentally friendly options that include food and take-out containers, bags, tableware, cups, lids, cutlery and straws.

Customers can order products that are plain or custom printed to feature their brand.

With increasing regulations around single use plastics, our Karat Earth® line provides environmentally friendly options that include food and take-out containers, bags, tableware, cups, lids, cutlery and straws.

This special catalog of sustainable products are made from renewable resources that are ethically sourced.

We intend to invest further in research and development for our Karat Earth® line to significantly expand our product offering to meet the needs of our customers and the evolving regulatory landscape.

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We consider our increasingly sophisticated distribution capabilities and related strength in logistics to be an important core competency and key differentiator from our competitors.

We own a fleet of 26 trucks, 34 trailers, 11 bobtails, one yard goat and 17 chassis, and as of February 2022, employ 45 drivers in our logistics division.

We own a fleet of 31 trucks, 41 trailers, 9 bobtails, one yard goat and 24 chassis, and as of December 31, 2022, employ 43 drivers in our logistics division.

This model has resulted in more efficient distribution to customers, reducing the need for reliance on third-party logistics providers such as FedEx and United Parcel Service.

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Diverse and growing blue-chip customer base

We sell and distribute a broad portfolio of single-use disposable foodservice products to more than 77,000 customers nationwide including leading chain restaurants, distributors, convenience stores, retail establishments and online customers.

Our blue-chip customers include leading fast casual chains such as Chili’s Grill & Bar and Chipotle Mexican Grill, as well as fast food chains El Pollo Loco and Panda Express, among others.

We sell and distribute a broad portfolio of single-use disposable foodservice products to customers nationwide including leading chain restaurants, distributors, convenience stores, retail establishments and online customers.

Our blue-chip customers include leading fast casual chains such as Chili’s Grill & Bar and Chipotle Mexican Grill, as well as fast food chains such as In-N-Out Burger, El Pollo Loco and Panda Express, among others.

We intend to further expand our customer base by selling our products to non-traditional foodservice customers, including regional and national supermarket chains, airlines, sports and entertainment venues and other non-restaurant customers.

Plans for such expansion are already underway and beginning to yield positive results and a diversification of our customer base.

Significant financial momentum

We continue to achieve strong revenue growth, including growing net sales at a compound annual growth rate of 21.1% over the last five years while significantly improving our margin profile.

This margin increase can be attributed primarily to an increase in higher margin business-to-business and e-commerce sales, a shift in product mix to higher margin products (i.e.

take-out containers, films, foils and bags), reduced reliance on Chinese suppliers, mitigating the effect of tariffs, and the continued enhancement of operation and manufacturing efficiency.

Leader in eco-friendly products to address sustainability

We are committed to pursuing environmental sustainability and this is exhibited in every aspect of our business.

We are amongst the leading companies in the supply of eco-friendly disposal foodservice products in the United States.

Since our inception, we have made the conscious choice to never use Styrofoam in any of our products.

In 2008, we established Karat Earth® as an eco-friendly line of foodservice products, including food and takeout containers, bags, tableware, cups, lids, cutlery and straws.

In April 2022, we announced a definitive joint venture agreement to establish a new corporation to build a factory in Taiwan for the production of compostable bagasse foodservice products which have a low carbon footprint.

The new factory is expected to produce approximately 7,500 tons of products annually, with the first shipment of products to customers expected in June 2023.

We have consistently grown eco-friendly products as a percentage of our total product sales, and continued to invest in research and development to expand our eco-friendly product line to meet the needs of our customers and the evolving regulatory landscape.

Customized solutions offering new product development, design, printing and logistics services

In recent years, we are seeing a growing trend towards takeout and at-home dining, and as a result the restaurant industry is becoming increasingly focused on receiving a customized, value-add, and customer oriented-experience when it comes to the packaging of their products.

In order to promote brand familiarity and loyalty, we collaborate closely with our customers to develop and deliver custom products that meet the unique branding, color and schematics requirements of their businesses.

Our in house domestic printing capability allows for fast turnaround times at competitive costs.

Experienced and growth-oriented management team

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We believe there is an opportunity to significantly grow our higher margin e-commerce business to a more meaningful percent of revenue by continuing our investments in people, software and technology.

By committing additional resources and upgrading our website and online advertising efforts, we expect to enhance our e-commerce experience to better support the needs of our customers.

By committing additional resources and upgrading our e-commerce platform and online advertising efforts, we expect to enhance our e-commerce experience to better support the needs of our customers.

Our e-commerce retail channel is our highest margin channel of distribution.

By offering our entire range of products online and bolstering our logistics capabilities, our customers can conveniently order products themselves on an ad hoc basis.

We believe that offering free shipping could result in significant increases to our e-commerce revenue, and are evaluating introducing a subscription model similar to Amazon Prime to drive additional growth in this area.

Disrupt the traditional foodservice supply chain

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Our unique ability to serve customers as a reliable supplier with strong customer service at competitive prices has positioned us to be a frequent recipient of requests for proposals from our existing customers as they look for new sources of supply.

For the year ended December 31, 2021, our national and regional chains net sales grew 26.7% over the year ended December 31, 2020 as we grew our business with existing customers and added new customers.

For the year ended December 31, 2022, net sales to distributors and national and regional chains, our two largest channels, grew 21.2% and 11.4%, respectively, from the year ended December 31, 2021, as we grew our business with existing customers and added new customers.

Offering a larger range of products, coupled with our ability to provide custom specifications and configurations to existing products, will allow us to better serve the needs of our customers and increase retention further.

We have historically experienced consistently high customer retention rates as a result of our dedication to our customers and our hands-on approach.

We have historically experienced consistently high

customer retention rates as a result of our dedication to our customers and our hands-on approach.

For the year ended December 31, 2022, our major customer retention rate, defined as year over year retention of our top 100 customers, was 100%.

Expand our customer base via new capabilities, geographies, products, services and end markets

We believe our addressable market continues to grow as emerging businesses like Grubhub, Uber Eats, DoorDash and others expand the need for foodservice disposable products.

We believe our addressable market continues to grow as emerging businesses like Grubhub, Uber Eats, DoorDash and others expand the need for foodservice disposable products and takeout and at-home dining remain a constant even as the pandemic started to recede.

We plan to continue to add new experienced sales team members to broaden our reach and more efficiently provide customer service as we grow.

We also intend to add to our distribution capabilities by expanding our existing distribution centers and considering opportunities for additional distribution centers in the United States.

In addition, we plan to continuously evaluate and expand our product and service offerings to respond to customer demand and enter new end markets, including sports venues, supermarket chains, airlines and other non-traditional foodservice markets.

We have made solid strides towards expanding our distribution footprint and capabilities in the United States by adding two distribution centers in 2022, and intend to continue our expansion efforts.

In addition, we have continuously evaluated and expanded our product and service offerings to respond to customer demand and enter new end markets, including sports venues, supermarket chains, airlines and other non-traditional foodservice markets.

We see substantial opportunity to further expand our customer base with many individual customers through our select food and drink offerings (i.e.

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We have the opportunity to capitalize on our existing infrastructure and expertise by continuing to selectively pursue opportunistic acquisitions in order to expand the breadth of our distribution and logistics network, increase our operating efficiency and add additional products and capabilities.

Although we do not have current plans to pursue a specific acquisition target, we may explore such targets in the next 12 months.

In April 2022, we announced a definitive joint venture agreement with Happiness Moon, Co.

Ltd to establish a new corporation, Bio Earth Technology ("Bio Earth"), to build a new 180,000 square-foot factory in Taiwan for the production of compostable bagasse foodservice products.

We continue to consider and evaluate certain acquisition opportunities across the United States that we expect would enhance our national footprint.

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The restaurant and foodservice categories that are the primary purchasers of our products include quick service restaurants, fast casual, convenience stores, specialty drink establishments, casual dining and increasingly, premium casual and family dining restaurants.

We estimate our growth to significantly outpace the industry average given our increase in sales of high demand items like take-out containers and bags, our ability to continuously augment our product offering to address customer needs and our avoidance of product categories in decline, including Styrofoam and other materials in the process of being banned under various governmental regulations.

We estimate our growth to significantly outpace the industry average given our increase in sales of high demand items like take-out containers and bags, our ability to continuously augment our product offering to address customer needs and our avoidance of product categories in decline, including materials in the process of being banned under various governmental regulations.

The industry is currently experiencing a period of both growth and transition as a result of several key factors that have emerged in recent years and have accelerated during the COVID-19 pandemic.

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With the growing trend towards at-home dining and mobility-oriented e-commerce, food delivery and take-out dining are currently experiencing rapid growth.

Data from the National Restaurant Association and Technomic shows that operators are increasingly acknowledging the importance of off-premises dining, with 78% of operators saying off-premises programs are a strategic priority.

Based on data from Uber’s acquisition of Postmates, the online delivery market was $19 billion in 2018 and is expected to grow at a compound annual growth rate of 18.1% to $61 billion by 2025.

As consumer preferences have evolved, foodservice establishments have realized that the at-home dining experience is closely linked to the quality of the packaging utilized.

Data from the National Restaurant Association and Technomic shows that operators are increasingly acknowledging the importance of off-premises dining and making it a strategic priority.

Based on data from Uber’s acquisition of Postmates, the online delivery market is expected to grow at a compound annual growth rate of 18.1% to $61 billion by 2025.

This growth is driven in large part by e-commerce companies such as Grubhub, Uber Eats, DoorDash and others.

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Environmental concerns regarding disposable products broadly have resulted in a number of significant changes that are specific to the foodservice industry, including regulations applicable to our customers.

State and local governments have been actively enacting legislation that prohibits certain types of end-products as well as the use of certain raw materials used in manufacturing.

In September 2018, the state of California effected legislation that severely restricts the use of plastic straws in full service restaurants beginning January 1, 2019.

Similar legislation has been enacted by local governments and municipalities throughout the country.

In addition to plastic straws, in July 2018, the city of Seattle banned the use of plastic utensils at all foodservice businesses.

Additionally, numerous local legislative prohibitions on the use of single use Styrofoam

products have been implemented.

This includes New York City, where a ban on single use Styrofoam became effective in January 2019 and a state-wide ban on single-use plastic carryout bags became effective in March 2020.

As of March 2022, 12 states have passed state-wide legislation regarding single-use plastic bags, and nine states have passed state-wide legislation regarding Styrofoam products.

Many cities, states and local governments have been actively enacting legislation that prohibits certain types of end-products as well as the use of certain raw materials used in manufacturing.

We expect this trend to continue on a national scale as foodservice establishments are looking to source alternative products made from biodegradable materials and other environmentally-friendly options.

We believe we are well positioned to benefit from increasing government regulation and environmental concerns given our strong portfolio of sustainable products, including our Karat Earth® line.

We believe we are well positioned to benefit from increasing government regulation and environmental concerns given our strong portfolio of sustainable products, including our Karat Earth® line and our continued commitment and investment in our leadership position in providing eco-friendly products in the United States.

Additionally, evolving foreign trade policy by the U.S.

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• specialty beverage ingredients;

Karat Earth® is our specialty line of environmentally-friendly products that are made from renewable resources that are ethically sourced.

We have never used Styrofoam in any of our Karat products.

The Karat Earth® line includes food containers, tableware, cups, lids, utensils and straws.

Customers can order products that are plain or custom printed to feature their brand.

Our Karat Earth® products are Cedar Grove Certified and Biodegradable Products Institute (BPI) Certified Compostable.

Karat Earth® is our specialty line of environmentally-friendly products that are plant-based and compostable and are made from renewable resources sourced ethnically.

This line includes food containers, tableware, cups, lids, utensils and straws.

Our Karat Earth® line provides our customers the option to make a powerful statement about their commitment to environmental and social sustainability.

Our Karat Earth® products are Cedar Grove Certified (CGC) and Biodegradable Products Institute (BPI) certified compostable.

Karat Earth® plastic products are made from polylactic acid (PLA) sourced from NatureWorks Ingeo PLA.

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During the year ended December 31, 2022, net sales of our Karat Earth® products increased by 36% as compared to the year ended December 31, 2021.

We intend to invest in research and development for our Karat Earth® line to significantly expand our product offering to meet the needs of our customers and the evolving regulatory landscape.

We continue to invest in research and development for our Karat Earth® line to expand our product offering to meet the needs of our customers and the evolving regulatory landscape.

Our Distribution and Logistics Network

We sell and distribute our products to over 77,000 customers across the United States.

We sell and distribute our products to customers across the United States.

We partner with foodservice establishments of every size, with our customers ranging from large multi-national restaurant chains to regional and smaller-chain establishments.

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Our growing sales force works closely with our customers to tailor the optimal mix of products to meet the unique needs of their businesses.

We intend to continue to hire additional sales personnel nationally to expand our sales reach, geographic footprint and increase our penetration into the different market segments of the foodservice industry.

We continue to hire additional sales personnel nationally to expand our sales reach, geographic footprint and increase our penetration into the different market segments of the foodservice industry.

We work closely with our customers to develop an optimal logistics and supply chain solution customized to their businesses.

We have built a flexible distribution system which allows our customers to order and receive products on a timely basis based on the real-time needs of their businesses.

In addition to regularly scheduled delivery intervals, our customers can order and schedule delivery of products via telephone, facsimile, email or through our online e-commerce platform at www.lollicupstore.com and our storefront on Amazon.com.

Our regional warehouses and distribution centers allow us to deliver products on a timely basis to key population centers across the United States.

Depending on the needs of our customers, final product delivery to their stores or affiliated distribution centers occurs via courier package delivery or through our company-employed delivery drivers.

E-Commerce Platform

In 2004, we established our e-commerce platform at www.lollicupstore.com, to provide an additional channel for our customers to purchase our products.

We have recently made significant investments to establish and grow our e-commerce distribution channel.

This channel, utilized primarily by small- and medium-sized businesses, served over 73,000 customers during the year ended December 31, 2021, growing net sales by 51.4% compared to the year ended December 31, 2020.

We primarily attribute this growth to increased sales of take-out containers, bags and related products tied to amplified take-out and delivery activity that commenced during the second quarter of 2020 as the U.S.

adapted to restrictions imposed during the COVID-19 pandemic, coupled with our increased marketing and promotional efforts.

We have recently added a storefront on Amazon.com to complement our www.lollicupstore.com to enable easier and broader access for online customers.

We view this as part of a broader acceleration in the shift in consumer preferences towards food delivery and “to-go” ordering, which we expect to continue in the foreseeable future.

Our e-commerce channel offers the entire range of our products for online procurement, and we believe it will continue to remain a key growth driver for our business going forward.

Additionally, the e-commerce channel enables us to cross market other products to our customers that they may be purchasing from competitors.

We are evaluating introducing a subscription model similar to Amazon Prime to drive additional growth in this area.

In 2004, we established our Company store website at www.lollicupstore.com, to provide an additional channel for our customers to purchase our products.

The website offers our entire range of products for online procurement, and we believe it will continue to be a key growth driver for our business, as it enables us to cross market products to potential customers.

We have also added third-party storefronts on Amazon and Walmart to complement our Company store website.

Sales through these online channels accounted for 12.7% of total net sales for the year ended December 31, 2022.

We have recently made significant investments to further develop and upgrade the www.lollicupstore.com e-commerce platform to improve online traffic and order placements.

Our business does not experience high seasonality though certain food and food related products are moderately seasonal.

For example, during the hot weather of summer and fall months, we see an increase in the level of sales for items such as cold drink cups and boba products.

Generally, we expect relatively more of our earnings and cash flows to be generated in the second and third quarter of the fiscal year.

Our Corporate Structure

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Intellectual Property

Our intellectual property portfolio includes 16 active trademarks, including Lollicup, Karat, Karat Earth® and Strawless, and five registered copyrights.

Environment and Sustainability

Our commitment to practicing environmental sustainability is exhibited in every aspect of our business.

We believe in the promise of a sustainable future and actively collaborate with our customers, suppliers and communities to provide sustainable packaging solutions.

Since our inception, we made the conscious decision to never use Styrofoam in any of our products.

We established Karat Earth® in 2008 as an eco-friendly line of foodservice products, including food and take out containers, bags, tableware, cups, lids, cutlery and straws and we continue to invest in the research and development to significant expand the product offering in our Karat Earth® line.

We are driving continuous improvements in bringing innovative eco-friendly products that meet the needs of our customers and our plant and enhancing our energy and waste management infrastructure in our sustainability journey.

Our intellectual property portfolio includes 15 active trademarks, including Lollicup, Karat, Karat Earth® and Total Clean, and five registered copyrights.

Environmental, Social and Governance (ESG)

At Karat Packaging, we are committed to pursuing initiatives that positively impact our products, our people, our customers and our planet.

We recognize the importance of environmental, social and governance ("ESG") issues for all of our stakeholders and we are committed to incorporating ESG principles into our business strategies and organizational culture.

By undertaking such measures, we hope to make our workforce more inclusive, our business more sustainable, and our communities more engaged.

Our commitment to practicing environmental sustainability is exhibited in almost every aspect of our business.

We are a pioneer and leader in the supply of eco-friendly disposal foodservice products in the United States.

Since our inception, we made the conscious choice to never use Styrofoam in any of our products.

The reason behind such a decision was that Styrofoam products are non-biodegradable and therefore take up permanent space in landfills resulting in a constant leach of harmful chemicals into the environment.

Styrofoam products are also very difficult to clean up as they often escape waste collection systems due to their low density.

They are easily wind-blown and ultimately end up in parks, forests, beaches, oceans and rivers.

In 2008, we established Karat Earth® as an eco-friendly line of foodservice products, including food and take out containers, bags, tableware, cups, lids, cutlery and straws.

Our Karat Earth® products are Cedar Grove Certified (CGC) and Biodegradable Products Institute (BPI) certified compostable.

Karat Earth® plastic products are made from polylactic acid (PLA) sourced from NatureWorks Ingeo PLA.

Ingeo PLA is a non-petroleum based, biopolymer that is manufactured from

plant sugars.

Due to its material composition, Ingeo PLA is non-volatile, non-toxic and odorless if incinerated.

We continue to invest in research and development to expand the product offering in our Karat Earth® line.

During the year ended December 31, 2022, net sales of our Karat Earth® products increased by 36% as compared to the year ended December 31, 2021.

Fiscal year 2022 marked an important milestone in our continued efforts and commitment to sustainability.

In April 2022, we announced a definitive joint venture agreement with Happiness Moon, Co.

Ltd to establish a new corporation, Bio Earth, to build a new 180,000 square-foot factory in Taiwan for the production of compostable bagasse foodservice products.

Bagasse has a low carbon footprint.

Since it is a derivative of sugar cane, bagasse lifespan includes a period where atmospheric carbon is captured and converted to biomass.

In the right conditions, bagasse can biodegrade in 30-90 days without toxic residue, and even provide nutrient-rich compost.

Packaging made with bagasse is also fully recyclable.

This makes it ideal for all levels of packaging.

The new plant is expected to produce approximately 7,500 tons of products annually, with the first shipment of products to customers expected in June 2023.

A recent peer-reviewed global study conducted by the American Association for the Advancement of Sciences found that less than 10 percent of plastics is recycled.

Other studies indicated approximately 23% of landfill waste in the United States is comprised of plastic containers and food ware.

Such striking statistics have prompted many state and city governments to enact regulations to cut down on plastic pollution.

For example, California passed the Plastic Pollution Prevention and Packaging Producer Responsibility Act also known as SB 54 in June 2022, requiring all packaging in the state to be recyclable or compostable by 2032.

In October 2021, the state of Washington adopted a statewide ban on certain carryout bags.

Individual cities such as Los Angeles, San Diego and Honolulu have also passed their own complimentary ordinances to limit single-use plastic products.

As more governments enact regulations to prevent and reduce waste that is harmful to the environment, and more consumers are actively taking steps towards being more sustainable, the demand for eco-friendly disposable products is on the rise.

In order to better position ourselves for this change in the industry landscape, we have significantly expanded our eco-friendly product offerings.

As of December 31, 2022, we have over 400 SKUs of eco-friendly products that our customers can choose from.

Our Operations

In our manufacturing facilities in the United States, the production process involves intake of water, dischargement to water, recycling of waste and other disposal activities.

As a Company, we place strong emphasis on water conservation and reducing water pollution.

Outside of the required cooling of manufacturing machines and equipment after production cycles, our manufacturing process does not require large quantities of water.

We ensure appropriate drainage and disposal of contaminated water, grease oil and other chemicals discharged from our production activities in order to limit the pollution of valuable water sources.

Reclamation is also a key consideration for us.

Any and all waste products from our production process is thoroughly inspected and checked for the potential of re-use or recyclability.

Identified items are repackaged and sold or they are transferred to our local waste management facilities for proper disposal, thereby reducing waste and the use of landfill space.

Some of our raw materials are Biodegradable Products Institute (BPI) certified.

For over 20 years, the BPI certification has been the defining symbol of compostability due to its rigorous testing standards.

The BPI certification is the only third-party verification for compostable products in North America.

Even in products that do require the use of plastic, we ensure that the resin we source is both BPA (or bisphenol A) and PFA (or perfluoroalkyl and polyfluoroalkyl) free.

These substances are known for their extreme persistence in the environment upon discharge.

Our warehouse departments also have certain sustainability practices implemented.

By reusing paper cardboard boxes as well as wooden pallets for inventory storage and shipments, we are able to further reduce our carbon footprint.

We are regulated by certain federal, state and international environmental laws governing our use, transport and disposal of production materials and control of emissions.

Compliance with these existing laws has not had a material impact on our capital expenditures, earnings or global competitive position.

A liability for environmental remediation and other environmental costs is accrued when we consider it probable that a liability has been incurred and the amount of loss can be reasonably estimated.

Environmental costs and accruals are presently not material to our operations, cash flows or financial position.

We are committed to providing consistent and excellent return to our shareholders, all while maintaining a strong sense of good corporate citizenship that places a high value on the welfare of our employees, the communities in which we operate, and the world as a whole.

We believe that effectively prioritizing and managing our ESG factors helps create long-term value for our investors.

Under the direction of our Chief Executive Officer and the board of directors, we are driving continuous improvements in bringing innovative eco-friendly products that meet the needs of our customers and our plant and enhancing our energy and waste management infrastructure in our sustainability journey.

Human Capital Management

As of March 1, 2022, we had 680 full-time employees and 711 total employees.

None of our employees are currently covered by a collective bargaining agreement.

We have no labor-related work stoppages and believe our relations with our employees are good.

Employee safety and well-being is our top priority.

We are committed to supporting employees’ professional development as well as providing a safe and inclusive workplace.

We develop and administer company-wide policies to ensure the safety of each team member and compliance with Occupational Safety and Health Administration (OSHA) standards.

At Karat, it is our people – our greatest asset – that give us our strong reputation and stand at the heart of our growth.

Our success depends on the talent, dedication, and well-being of our people.

As we grow, we strive to recruit, retain, develop, and provide advancement opportunities for our team members.

We continually work to make Karat an inclusive, equitable, and growth-focused workplace where all team members have the opportunity to flourish.

One of our most important corporate values is the safeguarding of our people and fostering a culture of care that promotes the well-being of our employees, contractors and business partners.

We protect our people, projects and reputation by striving for zero employee injuries and illnesses, while operating and delivering our work responsibly and sustainably.

Our safety culture empowers every member of the workforce to exercise stop-work authority without repercussion to address any potential unsafe work conditions.

We develop and administer company-wide safety policies to ensure the well-being of each team member and compliance with Occupational Safety and Health Administration standards.

This includes periodic safety training and assessments as well as annual safety audits.

In response to the COVID-19 pandemic, we have enacted enhanced health and safety protocols, including sanitizing procedure and health checks, at our facilities to ensure the health and safety of our employees.

Diversity, equity and inclusion ("DE&I") are critical underpinnings of our shared values.

We require all employees and contractors at our warehouse and manufacturing facilities to understand and follow these safety policies.

These guidelines have been put into place by management to address three key components of safety:

• Identifying the root cause of safety hazards in our operations;

• Assessing risks associated with all hazards or conditions identified;

• Mitigating risks associated with known hazards and conditions.

We also support the community uptake of approved COVID-19 vaccines as the most effective measure to control the global pandemic and we strongly encourage that our employees receive an approved vaccine.

We have taken and will continue to take critical steps to keep our people, customers and communities safe from COVID-19.

Diversity, Equity, and Inclusion (DEI)

Diversity, equity and inclusion ("DE&I") are critical underpinnings of our corporate values.

DE&I helps foster innovation, cultivate an environment filled with unique perspectives and drive engagement, innovation and organizational growth.

Our focus to date has been increasing awareness amongst our employees on the importance of DE&I.

Our goal is to attract and retain talents with diversified skill sets and experience, and to help our workforce maintain a positive, productive and connected work experience.

To further this objective, our engagement approach focuses on clear communication and recognition and fostering a high-performance culture.

We communicate through regular employee meetings, at both the corporate and operating division levels, with business and market updates and information on production, safety, quality and other operating metrics.

We have many recognition-oriented awards throughout our company, including our corporate and divisional awards of excellence.

In addition, we measure employee engagement on an ongoing basis, as we believe an engaged workforce leads to a more innovative, productive and profitable company.

We obtain feedback from our employees to implement programs and processes designed to keep our employees connected with the Company.

Respect for human rights is fundamental to our business and its commitment to ethical business conduct.

As a business founded by representatives from a minority group in the United States, diversity and inclusion is engrained in our corporate history.

We believe that a diverse workforce is essential to its long-term success and strives to foster a diverse, equitable, and inclusive culture where all voices are heard, valued, and included.

Management embraces employees’ differences in race, color, religion, age, sex, sexual orientation, marital status, citizenship, national origin, geographic background, military or veteran status, disability (mental or physical), and any other characteristics that make our employees unique.

We ensure that we leverage a diverse slate of candidates for all job vacancies, including senior leadership.

Good corporate governance and transparency are fundamental to achieving our vision of becoming a leading in all our markets.

Our engagement approach involves ongoing communication with our employees.

We strive to provide relevant market updates to our team members as well as to share important information regarding our revenue trends, inventory status, production, safety and other operating metrics as deemed necessary.

We have received several recognition oriented awards throughout our company’s history.

Our employees are expected to act with integrity and objectivity and to always strive to enhance our reputation and performance.

We maintain a Code of Ethics which is attested by every employee and provides our framework for ethical business.

As of December 31, 2022, we have the following gender and ethnicity breakout for our employees, C-suite executives, and board of directors members:

Full-Time employees C-Suite Executives Board of Directors

Total count 781 3 5

Male 64% 33% 60%

Female 35% 67% 40%

Non-binary/Did not self-identify 1% — —

Hispanic 42% — —

Asian 18% 100% 100%

White 17% — —

Black 16% — —

Other/Did not self-identify 7% — —

Compensation and Benefits

Consistent with our core values, we take care of our people by offering competitive compensation and comprehensive benefits programs.

We continuously make wage investments to ensure our compensation packages reflect the evolving circumstances across our markets.

One of the goals of our recruitment strategy is to ensure we are aligning roles with compensation levels based on job responsibilities, market competitiveness, geographic location, strategic importance of roles and other relevant factors.

Our compensation package includes a base salary and depending on the role, discretionary bonuses and equity compensation programs.

In January 2019, the Company’s board of directors adopted the 2019 Stock Incentive Plan (the “Plan”).

A total of 2,000,000 shares of common stock has been authorized and reserved for issuance under the Plan in the form of incentive or nonqualified stock options and stock awards.

Employees, directors, and consultants are eligible to receive stock options and stock awards under the Plan.

Additionally, the firm makes annual contributions to support the retirement goals of each employee through a matching contribution to 401(k) retirement accounts.

We also offer our employees’ healthcare, wellness, paid sick leave, flexible paid time off, and other benefits to support their quality of life and enable them to thrive in the workplace.

All eligible full-time and part-time employees and their eligible dependents receive competitive health benefits.

We cover approximately 60% of total eligible healthcare costs for part and full-time employees for our approximately 250 participating employees as of December 31, 2022.

Learning and Development

We believe that high performance is an outcome of a person’s ability to change, adapt, and grow their capabilities throughout their career.

We emphasize real-life, real-time learning that enables a person to meet the demands of challenging and changing work and focuses on reinforcing key principles that are designed to support an individual’s effectiveness in his or her current job and in their future development.

We provide technical and leadership training to employees, specifically our production and sales teams who work closely with our products and services.

In particular, our focus on employee development has been structured over the last several years through programs designed to embed essential skills and reinforce strategic goals that are aligned to our culture.

This is evidenced by the fact that we promoted 112 and 114 employees during the years ended December 31, 2022, and 2021, respectively.

Other Information

As of December 31, 2022, we had employed approximately 805 employees, out of which 781 were full-time employees.

None of our employees are currently covered by a collective bargaining agreement.

We have no labor-related work stoppages and believe our relations with our employees are good.

Corporate Information

3 unchanged sentences

In order to ensure consistency across our stores, we expanded our focus in 2004 to include the distribution of supplies for the bubble tea industry.

In 2013, we sold the retail bubble tea business to certain of Lollicup’s shareholders.

In 2013, we sold the retail bubble tea business to certain of

Lollicup’s shareholders.

In 2014, as a result of a growing demand across the foodservice industry for our packaging goods, we began distributing and manufacturing products under our Karat brand in our California facility.

11 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business