Karat Packaging Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA KARAT PACKAGING INC. INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS Audited Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB ID No. 238 ) 45 Consolidated Balance Sheets 46 Consolidated Statements of Income 48 Consolidated Statement of Stockholders' Equity 49 Consolidated Statements of Cash Flows 50 Notes to Consolidated Financial Statements 52 44 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Karat Packaging Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Karat Packaging Inc. and its subsidiaries (the "Company") as of December 31, 2024 and 2023, and the related consolidated statements of income, of stockholders’ equity and of cash flows for the years then ended, including the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP Los Angeles, California March 14, 2025 We have served as the Company’s auditor since 2023. 45 KARAT PACKAGING INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share data) December 31, 2024 December 31, 2023 Assets Current assets Cash and cash equivalents (including $ 1,703 and $ 13,566 associated with variable interest entity at December 31, 2024 and December 31, 2023, respectively) $ 31,584 $ 23,076 Short-term investments (including $ 11,128 and $ 0 associated with variable interest entity at December 31, 2024 and December 31, 2023, respectively) 28,343 26,343 Accounts receivable, net of allowance for bad debt of $ 758 and $ 392 at December 31, 2024 and December 31, 2023, respectively 26,736 27,763 Inventories 70,722 71,528 Prepaid expenses and other current assets (including $ 27 and $ 82 associated with variable interest entity at December 31, 2024 and December 31, 2023, respectively) 3,612 6,219 Total current assets 160,997 154,929 Property and equipment, net (including $ 42,972 and $ 44,185 associated with variable interest entity at December 31, 2024 and December 31, 2023, respectively) 87,982 95,226 Deposits 36 1,047 Goodwill 3,510 3,510 Intangible assets, net 300 327 Operating right-of-use assets 40,628 20,739 Other non-current assets (including $ 34 and $ 53 associated with variable interest entity at December 31, 2024 and December 31, 2023, respectively) 1,069 619 Total assets $ 294,522 $ 276,397 Liabilities and Stockholders’ Equity Current liabilities Accounts payable (including $ 16 and $ 63 associated with variable interest entity at December 31, 2024 and December 31, 2023, respectively) $ 17,831 $ 18,446 Accrued expenses (including $ 489 and $ 591 associated with variable interest entity at December 31, 2024 and December 31, 2023, respectively) 13,555 10,576 Related party payable 3,130 5,306 Income taxes payable (including $ 3 and $ 0 associated with variable interest entity at December 31, 2024 and December 31, 2023, respectively) 65 — Deferred revenue (including $ 0 and $ 116 associated with variable interest entity at December 31, 2024 and December 31, 2023, respectively) 742 951 Long-term debt, current portion (including $ 1,179 and $ 1,122 associated with variable interest entity at December 31, 2024 and December 31, 2023, respectively) 1,179 1,122 Operating lease liabilities, current portion 8,977 4,800 Other current liabilities (including $ 916 and $ 1,302 associated with variable interest entity at December 31, 2024 and December 31, 2023, respectively) 968 3,200 Total current liabilities 46,447 44,401 46 December 31, 2024 December 31, 2023 Deferred tax liability 426 4,197 Long-term debt, net of current portion and debt discount of $ 141 and $ 203 at December 31, 2024 and December 31, 2023, respectively (including $ 47,279 and $ 48,396 associated with variable interest entity at December 31, 2024 and December 31, 2023, respectively, and debt discount of $ 141 and $ 203 associated with variable interest entity at December 31, 2024 and December 31, 2023, respectively) 47,279 48,396 Operating lease liabilities, net of current portion 35,435 16,687 Other non-current liabilities (including $ 1,198 and $ 0 associated with variable interest entity at December 31, 2024 and December 31, 2023 respectively) 2,736 26 Total liabilities 132,323 113,707 Commitments and Contingencies (Note 19) Karat Packaging Inc. stockholders’ equity Preferred stock, $ 0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding, as of December 31, 2024 and December 31, 2023 — — Common stock, $ 0.001 par value, 100,000,000 shares authorized, 20,059,505 and 20,036,505 shares issued and outstanding, respectively, as of December 31, 2024 and 19,988,482 and 19,965,482 shares issued and outstanding, respectively, as of December 31, 2023 20 20 Additional paid in capital 89,457 86,667 Treasury stock, $ 0.001 par value, 23,000 shares as of both December 31, 2024 and December 31, 2023 ( 248 ) ( 248 ) Retained earnings 66,340 67,679 Total Karat Packaging Inc. stockholders’ equity 155,569 154,118 Noncontrolling interest 6,630 8,572 Total stockholders’ equity 162,199 162,690 Total liabilities and stockholders’ equity $ 294,522 $ 276,397 The accompanying notes to the consolidated financial statements are an integral part of these statements.  47 KARAT PACKAGING INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (In thousands, except share and per share data) Year Ended December 31, 2024 2023 Net sales $ 422,633 $ 405,651 Cost of goods sold 258,304 252,608 Gross profit 164,329 153,043 Operating expenses Selling expenses 52,286 41,490 General and administrative expenses (including $ 2,358 and $ 2,749 associated with variable interest entity for the year ended December 31, 2024 and 2023, respectively) 71,530 66,952 Impairment expense and loss, net, on disposal of machinery 2,752 2,525 Total operating expenses 126,568 110,967 Operating income 37,761 42,076 Other income (expenses) Rental income (including $ 1,038 and $ 981 associated with variable interest entity for the year ended December 31, 2024 and 2023, respectively) 2,076 1,090 Oth er income (expenses), net 162 ( 45 ) Gain on foreign currency transactions 520 103 Interest income (including $ 470 and $ 606 a ssociated with variable interest entity for the year ended December 31, 2024 and 2023, respectively) 2,299 1,803 Interest expense (including $ 2,062 and $ 2,019 associated with variable interest entity for the year ended December 31, 2024 and 2023, respectively) ( 2,123 ) ( 2,043 ) Total other income, net 2,934 908 Income before provision for income taxes 40,695 42,984 Provision for income taxes 9,871 9,804 Net income 30,824 33,180 Net income attributable to noncontrolling interest 849 710 Net income attributable to Karat Packaging Inc. $ 29,975 $ 32,470 Basic and diluted earnings per share: Basic $ 1.50 $ 1.63 Diluted $ 1.49 $ 1.63 Weighted average common shares outstanding, basic 20,002,211 19,904,698 Weighted average common shares outstanding, diluted 20,124,284 19,977,712 The accompanying notes to the consolidated financial statements are an integral part of these statements.  48 KARAT PACKAGING INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands, except share and per share data) Common Stock Treasury Stock Additional Paid-in Capital Retained Earnings Total Stockholders’ Equity Attributable to Karat Packaging Inc. Noncontrolling Interest Total Stockholders’ Equity Shares Amount Shares Amount Balance, January 1, 2023 19,908,005 $ 20 ( 23,000 ) $ ( 248 ) $ 85,792 $ 56,118 $ 141,682 $ 10,251 $ 151,933 Cash dividends declared ( $ 1.05 per share) — — — — — ( 20,909 ) ( 20,909 ) — ( 20,909 ) Issuance of common stock upon vesting of restricted stock units 73,617 — — — ( 18 ) — ( 18 ) — ( 18 ) Stock-based compensation — — — — 770 — 770 — 770 Exercise of stock options 6,860 — — — 123 — 123 — 123 Distributions to shareholders, net of tax withholding — — — — — — — ( 2,295 ) ( 2,295 ) Noncontrolling interest tax withholding — — — — — — — ( 94 ) ( 94 ) Net income — — — — — 32,470 32,470 710 33,180 Balance, December 31, 2023 19,988,482 $ 20 ( 23,000 ) $ ( 248 ) $ 86,667 $ 67,679 $ 154,118 $ 8,572 $ 162,690 Cash dividends declared ($ 1.55 per share) — — — — — ( 31,016 ) ( 31,016 ) — ( 31,016 ) Issuance of common stock upon vesting of restricted stock units 31,550 — — — — — — — — Stock-based compensation — — — — 2,065 — 2,065 — 2,065 Exercise of stock options 39,473 — — — 725 — 725 — 725 Global Wells noncontrolling membership interest redemption — — — — — ( 316 ) ( 316 ) ( 2,893 ) ( 3,209 ) Refund of Global Wells members' tax withholding payments — — — — — 18 18 102 120 Net income — — — — — 29,975 29,975 849 30,824 Balance, December 31, 2024 20,059,505 $ 20 ( 23,000 ) $ ( 248 ) $ 89,457 $ 66,340 $ 155,569 $ 6,630 $ 162,199 The accompanying notes to the consolidated financial statements are an integral part of these statements. 49 KARAT PACKAGING, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2024 2023 Cash flows from operating activities Net income $ 30,824 $ 33,180 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization (including $ 1,213 and $ 1,214 associated with variable interest entity for the year ended December 31, 2024 and 2023, respectively) 10,675 10,783 Adjustments to allowance for bad debt 468 ( 711 ) Adjustments to inventory reserve 290 ( 399 ) Write-off of inventories 1,458 3,897 Impairment of deposits — 549 Write-off of vendor prepayment — 1,124 Impairment of operating right-of-use asset 1,993 — Loss, net, on disposal of machinery and equipment 759 2,002 Amortization of loan fees (including $ 62 and $ 57 associated with variable interest entity for the year ended December 31, 2024 and 2023, respectively) 92 81 Accrued interest on certificates of deposit (including $ 50 and $ 0 associated with variable interest entity for the year ended December 31, 2024 and 2023, respectively) ( 50 ) ( 155 ) Stock-based compensation 2,065 770 Amortization of operating right-of-use assets 7,622 4,969 Deferred income taxes ( 3,771 ) ( 959 ) Government grant income (including $ 187 and $ 0 associated with variable interest entity for the year ended December 31, 2024 and 2023, respectively) ( 360 ) — (Increase) decrease in operating assets Accounts receivable (including $ 32 and $ 6 a ssociated with variable interest entity for the year ended December 31, 2024 and 2023, respectively) 559 2,860 Inventories ( 942 ) ( 3,820 ) Prepaid expenses and other current assets (including $ 23 and $ 109 a ssociated with variable interest entity for the year ended December 31, 2024 and 2023, respectively) 2,776 ( 466 ) Other non-current assets (including $ 20 and $ 14 associated with variable interest entity for the year ended December 31, 2024 and 2023, respectively) ( 79 ) 1,439 Increase (decrease) in operating liabilities Accounts payable (including $ 47 and $ 60 as sociated with variable interest entity for the year ended December 31, 2024 and 2023, respectively) ( 260 ) 696 Accrued expenses (includin g $ 102 and $ 34 as sociated with variable interest entity for the year ended December 31, 2024 and 2023, respectively) 2,979 1,571 Related party payable ( 2,176 ) 366 Income taxes payable (including $ 3 and $ 0 associated with variable interest entity for the year ended December 31, 2024 and 2023, respectively) 65 — Deferred revenue (including $ 0 and $ 49 a ssociated with variable interest entity for the year ended December 31, 2024 and 2023, respectively) ( 281 ) ( 330 ) Operating lease liabilities ( 6,679 ) ( 4,642 ) Other liabilities ( 45 ) 574 Net cash provided by operating activities $ 47,982 $ 53,379 50 Year Ended December 31, 2024 2023 Cash flows from investing activities Purchases of property and equipment ( 934 ) ( 2,835 ) Proceeds from disposal of property and equipment 134 841 Payments for costs incurred from sale of machinery and equipment — ( 186 ) Deposits paid for joint venture investment — ( 2,900 ) Deposits refunded from joint venture investment — 6,900 Deposits refunded from cancelled machinery orders — 503 Deposits paid for property and equipment ( 3,134 ) ( 6,309 ) Purchases of publicly-traded equity securities 29 — Purchases of short-term investments (including $ 18,078 and $ 8,000 associated with variable interest entity for the year ended December 31, 2024 and 2023, respectively) ( 50,806 ) ( 49,188 ) Redemption of short-term investments (including $ 7,000 and $ 8,000 associated with variable interest entity for the year ended December 31, 2024 and 2023, respectively) 48,856 23,000 Net cash used in investing activities $ ( 5,855 ) $ ( 30,174 ) Cash flows from financing activities Proceeds from long-term debt (including $ 0 and 8,000 associated with variable interest entity for the year ended December 31, 2024 and 2023, respectively) — 8,000 Payments for lender fees — ( 61 ) Payments on long-term debt (including $ 1,122 and $ 1,010 associated with variable interest entity for the year ended December 31, 2024 and 2023, respectively) ( 1,122 ) ( 1,010 ) Tax withholding on vesting of restricted stock units — ( 18 ) Proceeds from exercise of common stock options 725 123 Dividends paid to shareholders ( 31,016 ) ( 20,909 ) Distributions to shareholders, net of tax withholding (including $ 0 and $ 2,295 associated with variable interest entity for the year ended December 31, 2024 and 2023, respectively) — ( 2,295 ) Payment for Global Wells noncontrolling membership interest redemption (including $ 2,010 and $ 0 associated with variable interest entity for the year ended December 31, 2024 and 2023, respectively) ( 2,326 ) — Refund of Global Wells members' tax withholding payments (including $ 120 and $ 0 associated with variable interest entity for the year ended December 31, 2024 and 2023, respectively) 120 — Net cash used in financing activities $ ( 33,619 ) $ ( 16,170 ) Net increase in cash and cash equivalents $ 8,508 $ 7,035 Cash and cash equivalents Beginning of period $ 23,076 $ 16,041 End of period $ 31,584 $ 23,076 Supplemental disclosures of non-cash investing and financing activities: Transfers from deposits to property and equipment $ 3,708 $ 10,463 Non-cash purchases of property and equipment $ 122 $ 148 Supplemental disclosures of cash flow information: Cash paid for income taxes $ 10,969 $ 11,765 Cash paid for interest $ 2,031 $ 1,996 The accompanying notes to the consolidated financial statements are an integral part of these statements.  51 KARAT PACKAGING INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Nature of Operations Lollicup USA Inc. (“Lollicup”) was incorporated in 2001 in California. Karat Packaging Inc. (“Karat Packaging”) was incorporated in 2018 in Delaware and became the parent company for Lollicup (collectively, the “Company”) through a share exchange with the shareholders of Lollicup. The Company's are listed on the NASDAQ Global Market under the symbol "KRT". The Company is a manufacturer and distributor of single-use disposable products used in a variety of restaurant and foodservice settings. The Company supplies a wide range of products such as food and take-out containers, bags, boxes, tableware, cups, lids, cutlery, and straws. The products are available in plastic, paper, biopolymer-based, and other compostable forms. In addition to manufacturing and distribution, the Company also offers customized solutions to customers, including new product design and development, custom printing, distribution of specialty food and beverage products, such as syrups, boba, and coffee drinks, as well as logistics services. The Company supplies products to national and regional distributors, restaurant chains, supermarkets, as well as to small businesses including convenience stores, mom-and-pop restaurants, coffee houses, bubble tea cafes, pizza parlors, and frozen yogurt shops. The Company currently operates manufacturing facilities and distribution centers in Chino, California; Rockwall, Texas; and Kapolei, Hawaii. In addition, the Company operates seven other distribution centers located in Puyallup, Washington; Summerville, South Carolina; Branchburg, New Jersey; Kapolei, Hawaii; Aurora, Illinois; Mesa, Arizona; and Sugar Land, Texas. As described in Note 22 — Subsequent Events , the Company entered into a lease agreement on March 3, 2025 for an additional distribution center in Chino, California. 2. Summary of Significant Accounting Policies Basis of Presentation: The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the rules of the Securities and Exchange Commission (“SEC”). Principles of Consolidation: The consolidated financial statements include the accounts of Karat Packaging and its wholly-owned and controlled operating subsidiaries: Lollicup, Lollicup Franchising, LLC, and Global Wells Investment Group ("Global Wells"), a variable interest entity wherein the Company is the primary beneficiary. All intercompany accounts and transactions have been eliminated. Noncontrolling Interests: The Company consolidates its variable interest entity, Global Wells, in which the Company is the primary beneficiary. Noncontrolling interests represent third-party equity ownership interests in Global Wells. The Company recognizes noncontrolling interests as equity in the consolidated financial statements separate from the Company’s stockholders’ equity. The amount of net income attributable to noncontrolling interests is disclosed in the consolidated statements of income. Tax payments made by the Company on behalf of the noncontrolling interests are deducted from their equity balances, as shown in the consolidated statements of stockholders’ equity. Estimates and Assumptions: Management uses estimates and assumptions in preparing financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ materially from the estimates that were assumed in preparing the consolidated financial statements. Estimates that are significant to the consolidated financial statements include allowance for doubtful accounts and reserve for excess and obsolete inventory. Reporting Segments: The Company manages and evaluates its operations in one reportable segment. This segment consists of manufacturing and distribution of a broad portfolio of single-use products that are used to serve food and beverages and are available in plastic, paper, biopolymer-based, and other compostable forms. It also consists of the distribution of certain specialty food and beverage products, such as syrup, boba, and coffee drinks, as well as restaurant 52 and warehouse supplies. The Company’s long-lived assets are all located in the United States, and its revenues are almost entirely generated in the United States. Earnings per share: Basic earnings per common share is calculated by dividing net income attributable to Karat Packaging, Inc. by the weighted average number of common shares outstanding during the related period. Diluted earnings per common share is calculated by adjusting weighted average outstanding shares, assuming conversion of all potentially dilutive shares. Cash and cash equivalents: The Company generally considers all highly liquid investments purchased with an original maturity at the date of purchase of three months or less to be cash equivalents. At December 31, 2024 and 2023, cash and cash equivalents were comprised of cash on hand, cash deposited with banks, certificates of deposit, and cash held in a certain money market fund. Accounts Receivable and Allowances: Accounts receivable consists primarily of amounts due from customers. Accounts receivable are carried at their estimated collectible amounts and are periodically evaluated for collectability based on past credit history. The Company recognizes an allowance for doubtful accounts on accounts receivable in an amount equal to the estimated expected losses net of recoveries. The allowance is based on an analysis of historical bad debt write-offs, current past due customers in the aging, risk profiles associated with different customer types, as well as an assessment of specific identifiable customer accounts considered at risk or uncollectible. The Company also maintains a sales allowance primarily related to potential billing adjustments due to situations such as product returns and damages. The amount of the sales allowance is determined based on a historical transaction analysis. Any additions to the sales allowance are recorded as a reduction to net revenue. Inventories: Inventories consist of raw materials, semi-finished goods, and finished goods. Inventory cost is determined using the weighted-average method and valued at lower of cost or net realizable value. The Company maintains a reserve for excess and obsolete inventory, taking into account various factors including historic usage, expected demand, anticipated sales price, and product expiration and obsolescence. Property and Equipment: Property and equipment are carried at cost, net of accumulated depreciation and amortization, and net of impairment losses, if any. Depreciation of property and equipment are computed by straight-line method over the estimated useful lives of the related assets. Leasehold improvements are amortized using the straight-line method over the term of the lease, or the estimated life of the improvement, whichever is less. The estimated useful life of property and equipment are as follows: Machinery and equipment 3 years to 15 years Leasehold improvements Lesser of useful life or lease term Vehicles 3 years to 5 years Furniture and fixtures 3 years to 7 years Building and building improvements 10 years to 40 years Computer hardware and software 1 year to 3 years Direct costs of constructing or acquiring property and equipment are capitalized as construction in progress. Depreciation would start when construction or acquisition is completed and the asset is ready for its intended use, at which point the construction in progress is transferred to property and equipment. Normal repairs and maintenance are expensed as incurred, whereas significant changes that materially increase values or extend useful lives are capitalized and depreciated over the estimated useful lives of the related assets. Deposits: Deposits are payments made for machinery and equipment as well as construction and improvement for the Company’s facilities. During the year ended December 31, 2023, the Company recorded an impairment charge of $ 523,000 related to the cancellation of certain non-refundable equipment purchase commitments that it had previously paid deposits towards. There were no deposit impairment charges recorded for the year ended December 31, 2024. Impairment of Long-lived Assets: The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. If such events or circumstances exist, an impairment test is performed which comprises of two steps. The first step compares the carrying 53 amount of the asset to the sum of expected undiscounted future cash flows. If the sum of expected undiscounted future cash flows exceeds the carrying amount of the asset, no impairment is taken. If the sum of expected undiscounted future cash flows is less than the carrying amount of the asset, a second step is warranted and an impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value calculated using the present value of estimated net future cash flows. During the year ended December 31, 2024, the Company recorded an impairment charge against its operating right-of-use ("ROU") assets of $ 1,993,000 . See Note 14 — Leases for further information about this impairment charge. For the year ended December 31, 2023, management concluded that an impairment of long-lived assets was not required. Business Combination and Goodwill: The Company applies the acquisition method of accounting for business combinations in accordance with GAAP, which requires the Company to make use of estimates and judgments to allocate the purchase price paid for acquisitions to the fair value of the assets, including identifiable intangible assets, and liabilities acquired. Such estimates may be based on significant unobservable inputs. The Company’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Fair values are subject to refinement for up to one year after the closing date of an acquisition as information relative to closing date fair values becomes available. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Goodwill is the excess of the acquisition price over the fair value of the tangible and identifiable intangible net assets acquired. The Company performs an impairment test of goodwill annually or whenever events and circumstances indicate that the carrying amount of goodwill may exceed its fair value. The Company operates as a single operating segment with one reporting unit and consequently evaluates goodwill for impairment based on an evaluation of the fair value of the Company as a whole. During the years ended December 31, 2024 and 2023, the Company determined no goodwill impairment has occurred. Government Grants: Both Lollicup and Global Wells had received certain government grants (the "Grants"), totaling $ 1,500,000 and $ 1,302,000 , respectively, as of December 31, 2023. The Grants were provided to facilitate the Company's acquisition of land in Rockwall, Texas and the subsequent construction and operation of a facility (the “Facility”) in order to promote local business activity. The Grants comprised of $ 1,800,000 monetary grants and $ 1,002,000 non-monetary grants in the form of discount on the purchase price of the land acquisition price. The Grants were subject to specific conditions, including maintaining a minimum tax value for the facility in Rockwall, Texas for five calendar years through 2024 (the “Required Period”), continuing operations at the Facility during the Required Period, employing a minimum number of full-time equivalent employees with a minimum average annual gross wage during the Required Period, and refraining from engaging in a pattern or practice of unlawful employment of aliens during the Required Period. The Company determined the Grants to be grants related to assets, and elected to recognize the grant liability into income over the useful life of the Facility once the Grants had been received and there was reasonable assurance that both entities would comply with all grant conditions through the end of the Required Period. For the year ended December 31, 2024, the Company recorded $ 360,000 of grant income as an offset to general and administrative expenses in the consolidated statement of income and expects that the $ 70,000 in other current liabilities and $ 2,372,000 in other non-current liabilities as of December 31, 2024 related to the Grants on the consolidated balance sheet will be similarly amortized over the remaining useful life of the Facility as an offset against general and administrative expenses in the consolidated statement of income. Variable Interest Entities: The Company has a variable interest in Global Wells located in Rockwall, Texas. In 2017, Lollicup along with three other unrelated parties formed Global Wells, of which Lollicup received a 13.5 % ownership interest and a 25 % voting interest. On February 29, 2024, Global Wells and one of its members (the "Selling Member") entered into a membership interest redemption agreement, under which the Selling Member sold and Global Wells purchased and redeemed all of the Selling Member's 10.8 % ownership interest in Global Wells for a total cash consideration of $ 3,208,000 , subject to tax withholding. Subsequent to the redemption, the ownership interests and voting power of the remaining members of Global Wells were adjusted proportionally, with Lollicup's ownership interest increasing to 15.1 % and voting interest increasing to 33.3 %. During the year ended December 31, 2024, a total cash payment of $ 2,325,000 , net of tax withholding, was made to the Selling Member in full consideration of the redemption. The purpose of Global Wells is to own, construct, and manage warehouses and manufacturing facilities. Global Wells’ operating agreement may require its members to make additional contributions upon the unanimous decision of the members or when the cash in Global Wells’ bank account falls below $ 50,000 . In the event that a member is unable to make an additional capital contribution, the other members will be required to make contributions to offset the amount that member cannot contribute, up to $ 25,000 . 54 Global Wells was determined to be a variable interest entity in accordance with ASC Topic 810, Consolidations , however, at the time the investment was made, it was determined that Lollicup was not the primary beneficiary. In 2018, Lollicup entered into an operating lease with Global Wells (the “Texas Lease”). In 2020, the Company entered into another operating lease with Global Wells (the “New Jersey Lease”). Upon entering into the Texas Lease with Lollicup on March 23, 2018, it was determined that Lollicup holds current and potential rights that give it the power to direct activities of Global Wells that most significantly impact Global Wells’ economic performance, the ability to receive significant benefits, and the obligation to absorb potentially significant losses, resulting in Lollicup having a controlling financial interest in Global Wells. As a result, Lollicup was deemed to be the primary beneficiary of Global Wells and has consolidated Global Wells under the risk and reward model of ASC 810, for the period from March 23, 2018. The monthly lease payments for both the Texas Lease and New Jersey Lease are eliminated upon consolidation. See Note 3 — Global Wells for standalone financial information. Assets recognized as a result of consolidating Global Wells do not represent additional assets that could be used to satisfy claims against the Company’s general assets. Conversely, liabilities recognized as a result of consolidating Global Wells do not represent additional claims of the Company’s general assets; rather they represent claims against the specific assets of Global Wells. See Note 10 — Long Term Debt for a description of the two term loans that Global Wells had with financial institutions as of December 31, 2024. Revenue Recognition: The Company generates revenues from product sales to customers that include national, and regional chains, distributors, small local restaurants, and those that purchase for individual consumption primarily through our online stores. The Company considers revenue disaggregated by customer type to most accurately reflect the nature and uncertainty of its revenue and cash flows that are affected by economic factors. For the year ended December 31, 2024 and 2023, net sales disaggregated by customer type consist of the amounts shown below. Year Ended December 31, 2024 2023 (in thousands) National and regional chains $ 90,244 $ 89,655 Distributors 234,932 228,316 Online 70,130 61,265 Retail 27,327 26,415 $ 422,633 $ 405,651 • National and regional chains revenue: National and regional chains revenue is derived from chain restaurants, supermarkets, and other businesses with locations across multiple states or cities. Revenue from transactions with national and regional chains is recognized at a point in time upon transfer of control of promised products to customers. Transfer of control typically occurs when the title and risk of loss passes to the customer. • Distributors revenue: Distributors revenues are derived from national and regional distributors across the U.S. that purchase the Company’s products for resale and distribution to other businesses such as restaurants, supermarkets, offices, and schools. Revenue from distributions is recognized at a point in time upon transfer of control of promised products to customers. Transfer of control typically occurs when the title and risk of loss passes to the customer. • Online revenue: Online revenue is derived from the Company's online storefront on www.lollicupstore.com and through the Company's mobile app, as well as other e-commerce platforms including Amazon, Walmart, eBay, and TikTok with customers largely consisting of small businesses such as small mom-and-pop restaurants, coffee houses, bubble tea cafes, pizza parlors, and frozen yogurt shops. Revenue from online transactions is recognized at a point in time upon transfer of control of promised products to customers. Transfer of control typically occurs when the title and risk of loss passes to the customer. For online sales on third-party e-commerce platforms, the Company is the principal in the three-party arrangement and control of the products remains with the Company until transferring to the end customer or upon return from the end customer. Online platform fees are recognized as selling expenses. • Retail revenue: Retail revenue is derived primarily from regional and local businesses, small mom-and-pop restaurants, coffee houses, bubble tea cafes, pizza parlors, and frozen yogurt shops. Revenue from retail transactions is 55 recognized at a point in time upon transfer of control of promised products to customers. Transfer of control typically occurs when the title and risk of loss passes to the customer. For all of the Company's revenue streams, shipping terms generally indicate when the title and risk of loss have passed, which is generally when products are delivered to customers. During the year ended December 31, 2024, the Company's revenue and cost of goods sold were understated by approximately $ 700,000 and $ 400,000 , respectively, for products that had been shipped and recorded as revenue and costs of goods sold in 2023 but not delivered until 2024. In the prior periods, the Company had assessed the impact of the lag between shipping and delivery to the previously-issued quarterly and annual financial statements, and concluded that the impact on its overall financial statements, including net sales, cost of goods sold, accounts receivable, inventories and customer deposits was immaterial. In addition to product sales, the Company also generates revenue from logistics services which is the transportation and delivery of shipping containers from ports to local retail customers. Logistics services revenue is recognized over time due to the continuous transfer of control to the customer. As control transfers over time, revenue is recognized based on the extent of progress towards completion of the performance obligation. Logistics services revenue was $ 5,483,000 and $ 4,382,000 for the year ended December 31, 2024, and 2023, respectively. The transaction price is the amount of consideration to which the Company expects to be entitled to in exchange for transferring goods to the customer. The transaction price is allocated to each performance obligation based on the standalone or contractual selling price. Revenue is recorded based on the total estimated transaction price, which includes fixed consideration and estimates of variable consideration. Variable consideration includes estimates of returns, restocking fees, and consideration payable to customers for rebates, sales incentives, and cooperative advertisement. The Company estimates its variable consideration based on contract terms and historical experience of actual results using the expected value method. The Company’s contract liabilities consist primarily of rebates, sales incentives, cooperative advertising, and deferred revenue. As of December 31, 2024 and 2023, the rebates, sales incentives and cooperative advertising were not significant to the financial statements. Deferred revenue is included in current liabilities in the consolidated balance sheets. During the year ended December 31, 2024 and 2023, the Company recognized into revenue $ 794,000 and $ 1,077,000 , respectively, of previously deferred revenue at the beginning of each respective year. Shipping and handling fees billed to a customer are recorded within net sales, with corresponding shipping and handling costs recorded in selling expense on the accompanying consolidated statements of income. Shipping and handling fees billed to customers are not deemed to be separate performance obligations for product sales. Shipping and handling costs included within selling expenses in the consolidated statements of income for the years ended December 31, 2024 and 2023 were $ 29,432,000 and $ 28,040,000 , respectively. Sales taxes collected concurrently with revenue-producing activities and remitted to governmental authorities are excluded from revenue. Advertising Costs: The Company expenses costs of print production, trade show, online marketing, and other advertisements in the period in which the expenditure is incurred. Advertising costs included within selling expenses in the consolidated statements of income were $ 6,762,000 and $ 4,865,000 for the years ended December 31, 2024 and 2023, respectively. Income Taxes: The Company applies the provision of ASC 740, Income Taxes . Under ASC 740, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are evaluated for recoverability each reporting period by assessing all positive and negative evidence available in order to assess the need for a valuation allowance. A valuation allowance is used to reduce some or all of the deferred tax assets if, based upon the weight of available evidence, it is more likely than not that such deferred tax assets will not be realized. The Company accounts for uncertainties in income tax in accordance with ASC 740-10, Accounting for Uncertainty in Income Taxes . ASC 740-10 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This accounting standard also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and 56 transition. The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes in the accompanying consolidated statement of income. Accrued interest and penalties are included in the income taxes payable in the consolidated balance sheet. Concentration of Credit Risk: Cash is maintained at financial institutions and, at times, balances exceed federally insured limits. Management believes that the credit risk related to such deposits is minimal. The Company extends credit based on the valuation of the customers’ financial condition and generally collateral is not required. Management believes the Company is not exposed to any material credit risk on these accounts. For the years ended December 31, 2024 and 2023, purchases from the following vendor make up greater than 10 percent of total purchases: Year Ended December 31, 2024 2023 Keary Global Ltd. (“Keary Global”) and its affiliate, Keary International, Ltd. ("Keary International") – related parties 11 % 13 % Amounts due to the following vendors at December 31, 2024 and 2023, respectively, that exceed 10 percent of total accounts payable are as follows: December 31, 2024 December 31, 2023 Keary Global and its affiliate, Keary International – related parties 15 % 22 % LK Global International Ltd. 13 % * Fuling Technology Co., Ltd. 12 % 16 % Wen Ho Industrial Co., Ltd * 14 % * Amounts payable represented less than 10% of total accounts payable. No customer accounted for more than 10 percent of sales or accounts receivable for the years ended December 31, 2024 and 2023. Fair Value Measurements: The Company follows ASC 820, Fair Value Measurements , which defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. ASC 820 establishes a hierarchy of valuation inputs based on the extent to which the inputs are observable in the marketplace. Observable inputs reflect market data obtained from sources independent of the reporting entity and unobservable inputs reflect the entity’s own assumptions about how market participants would value an asset or liability based on the best information available. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. The three levels of inputs are as follows: Level 1 — Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date. Level 2 — Inputs that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the same term of the assets or liabilities. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. 57 The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The Company has financial instruments classified within the fair value hierarchy, which consist of the following: • At December 31, 2024, the Company had money market accounts and investments in publicly-traded equity securities classified as Level 1 and certificates of deposit classified as Level 2 within the fair value hierarchy. • At December 31, 2023, the Company had money market accounts and certificates of deposit classified as Level 1 and Level 2, respectively, within the fair value hierarchy. The short-term investments as of December 31, 2024 and 2023 comprised of certificates of deposit with an original maturity of longer than 3 months and are reported at their carrying value as current assets on the consolidated balance sheets. The carrying value of these short-term investments approximate fair value as they were purchased near or on the respective balance sheet dates. The following table summarizes the Company’s fair value measurements by level at December 31, 2024 for the assets measured at fair value on a recurring basis: Level 1 Level 2 Level 3 (in thousands) Cash equivalents $ 725 $ 22,525 $ — Short-term investments — 28,343 — Publicly-traded equity securities 31 — — Fair value, December 31, 2024 $ 756 $ 50,868 $ — The following table summarizes the Company’s fair value measurements by level at December 31, 2023 for the assets measured at fair value on a recurring basis: Level 1 Level 2 Level 3 (in thousands) Cash equivalents $ 5,956 $ 10,000 $ — Short-term investments — 26,343 — Fair value, December 31, 2023 $ 5,956 $ 36,343 $ — The Company has not elected the fair value option as presented by ASC 825, Fair Value Option for Financial Assets and Financial Liabilities , for the financial assets and liabilities that are not otherwise required to be carried at fair value. Under ASC 820, material financial assets and liabilities not carried at fair value, including accounts receivable, accounts payable, related-party payable, accrued expenses, other payables and borrowings under promissory notes and Line of Credit (as defined below), are reported at their carrying value. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, related-party payable, accrued expenses, and other payable at December 31, 2024 and 2023 approximated fair value because of the short maturity of these instruments. The following is a summary of the carrying amount and estimated fair value of the $ 23,000,000 and $ 28,700,000 term loans that mature in September 2026 and July 2027, respectively (the "2026 Term Loan" and "2027 Term Loan," respectively): 58 December 31, 2024 Carrying Amount Estimated Fair Value (in thousands) 2026 Term Loan $ 20,881 $ 19,846 2027 Term Loan 27,577 27,174 $ 48,458 $ 47,020 December 31, 2023 Carrying Amount Estimated Fair Value (in thousands) 2026 Term Loan $ 21,490 $ 19,999 2027 Term Loan 28,028 27,810 $ 49,518 $ 47,809 The fair value of these financial instruments was determined using Level 2 inputs. Certain long-lived non-financial assets and liabilities may be required to be measured at fair value on a nonrecurring basis in certain circumstances, including when there is evidence of impairment. These non-financial assets and liabilities may include assets acquired in a business combination or long-lived assets that are determined to be impaired. During the year ended December 31, 2024, the Company recorded an impairment against its operating ROU assets of $ 1,993,000 . See Note 14 — Leases for further information about this impairment charge. With the exception of the ROU impairment, the Company did not have any long-lived non-financial assets or liabilities that had been measured at fair value subsequent to initial recognition as of December 31, 2024 or 2023. Foreign Currency: The Company includes gains or losses from foreign currency transactions, such as those resulting from the settlement of foreign receivables or payables, in the consolidated statements of income. The Company recorded a foreign currency gain of $ 520,000 and $ 103,000 for the years ended December 31, 2024 and 2023, respectively. Stock-Based Compensation: The Company recognizes stock-based compensation expense related to employee stock options and restricted stock units in accordance with ASC 718, Compensation — Stock Compensation . This standard requires the Company to record compensation expense equal to the fair value of awards granted to employees and non-employees. The Company accounts for forfeitures as they occur. There were no stock options granted during both the year ended December 31, 2024 and 2023. Leases: The Company determines if an arrangement is a lease at inception. Leases are classified as either finance leases or operating leases. The Company has lease agreements for the use of facilities and vehicles, and its lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. Certain lease agreements contain both lease and non-lease components. The Company has elected the practical expedient to not separate lease components from non-lease components and has applied that practical expedient to all material classes of leased assets. Fixed payments for non-lease components are combined with lease payments and accounted for together as a single lease component which increases the amount of the lease assets and liabilities. Certain lease agreements contain variable payments, which are expensed as incurred and not included in the lease assets and liabilities. ROU assets represent the Company's right to use an underlying asset for the lease term, and lease liabilities represent its obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term using a discount rate based on similarly secured borrowings available to the Company. ROU assets include any prepaid lease amounts and excludes lease incentives. ROU assets and corresponding operating leases liabilities are recognized for all leases with an initial term greater than 12 months. ROU assets are subject to the Company's long-lived assets impairment testing, as discussed above. 59 New and Recently Adopted Accounting Standards: The Company is an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), and as such, the Company has elected to take advantage of certain reduced public company reporting requirements. In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards, as a result, the Company will adopt new or revised accounting standards on the relevant dates in which adoption of such standards is required for private companies. In March 2023, the FASB issued updated ASU 2023-01 Lease (Topic 842): Common Control Arrangements . The new guidance amends ASC 842 to require all lessees, including public business entities, to amortize leasehold improvements associated with common control leases over their useful life to the common control group. The Company adopted this new standard on January 1, 2024, by prospectively amortizing all new leasehold improvements recognized on or after the adoption date. The adoption of this new standard did not have a material impact on the Company's financial statements. In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . The new guidance requires enhanced disclosure of significant expenses that are regularly reported to the chief operating decision maker and the nature of segment expense information used to manage operations. The Company adopted this new standard for its annual period beginning January 1, 2024. The adoption of this new standard resulted in additional required disclosures, described further in Note 21 — Segment Report. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . The new guidance requires disaggregated information about the effective tax rate reconciliation and additional information on taxes paid that meet a quantitative threshold. The new guidance is effective for public companies for annual reporting periods beginning after December 15, 2024, and for non-public companies for annual reporting periods beginning after December 15, 2025, with early adoption permitted for both. The Company will adopt the new standard in annual reporting period beginning after December 15, 2025, and is currently evaluating the impacts of the new guidance on its disclosures within the consolidated financial statements. In November 2024, the FASB issued ASU 2024-03 Income Statement Expenses (Topic 220): Disaggregation of Income Statement Expenses . The new guidance requires enhanced disclosure of disaggregated information about specific expense categories in the notes to financial statements on an annual and interim basis. The new guidance is effective for all public companies for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company will adopt the new standard in annual reporting period beginning after December 15, 2026. The application of this new guidance is not expected to have a material impact on the Company’s consolidated balance sheets, statements of income or cash flows, as the guidance pertains to disclosures only. 3. Global Wells The following financial information includes assets and liabilities of Global Wells and are included in the accompanying consolidated balance sheets, except for those that eliminate upon consolidation: 60 December 31, 2024 December 31, 2023 (in thousands) Cash and cash equivalents $ 1,703 $ 13,566 Short-term investments 11,128 — Prepaid expenses and other current assets 535 558 Property and equipment, net 42,972 44,185 Other non-current assets 2,608 3,240 Total assets $ 58,946 $ 61,549 Accounts payable $ 16 $ 63 Accrued expenses 489 591 Deferred revenue — 116 Due to Lollicup USA Inc. 14 14 Income taxes payable 3 — Other current liabilities 916 1,302 Long-term debt, current portion 1,179 1,122 Long-term debt, net of current portion 47,279 48,396 Other non-current liabilities 1,198 — Total liabilities $ 51,094 $ 51,604 During the year ended December 31, 2023 , Global Wells made a pro rata distribution of its earnings of $ 3,956,000 , net of all applicable withholding taxes, to its four members. Lollicup received $ 504,000 , net of applicable withholding taxes, which was eliminated in the consolidated financial statements. During the year ended December 31, 2024, Global Wells and one of its members entered into a membership interest redemption agreement. See Note 2 — Summary of Significant Accounting Policies for further discussion on the redemption. 4. Joint Venture On April 6, 2022, the Company entered into a joint venture agreement (the "JV Agreement") to establish a new corporation, Bio Earth, to build a bagasse factory in Taiwan. The JV Agreement stipulated an investment by the Company of approximately $ 6,500,000 for a 49 % interest in Bio Earth. During the year ended December 31, 2022, the Company made payments of $ 5,876,000 and received a refund of $ 1,876,000 under the JV agreement. During the three months ended March 31, 2023, the Company made additional payments of $ 2,900,000 and received a refund of $ 900,000 under the JV Agreement. On May 8 2023, the Company entered into a Share Transfer Agreement (the "Share Transfer Agreement"), with approval of the Board of Directors, to sell all of its equity interest in Bio Earth to Keary Global for a total consideration of approximately $ 6,100,000 (the "Share Transfer"), representing the total net deposits made by the Company of $ 6,000,000 under the JV Agreement as discussed above and interest accruing at 5 % per annum. Keary Global and its affiliate, Keary International are both owned or controlled by Jeff Yu, brother of the Company's Chief Executive Officer, Alan Yu. Concurrent with the Share Transfer Agreement, the Company also entered into an agreement with Keary Global, Bio Earth and Happiness Moon Co., Ltd. (“Happiness Moon”) pursuant to which (i) Lollicup agreed to transfer all Bio Earth shares, as well as its rights and obligations under the JV Agreement to Keary Global, (ii) Happiness Moon and Bio Earth agree to foregoing and (iii) Bio Earth shall manage the regulatory and registration requirements related to the Share Transfer. As of the end of the second quarter of 2023, the Company had completed the Share Transfer to Keary Global and received the total consideration of $ 6,100,000 in full. See Note 16 — Related Party Transactions for further discussion on the Company's business activities with Keary Global. 61 5. Inventories Inventories consist of the following: December 31, 2024 December 31, 2023 (in thousands) Raw materials $ 6,640 $ 9,116 Semi-finished goods 1,885 1,343 Finished goods 62,837 61,419 Subtotal 71,362 71,878 Less: inventory reserve ( 640 ) ( 350 ) Total inventories $ 70,722 $ 71,528 The Company incurred inventory adjustments and write-offs of $ 1,458,000 and $ 3,897,000 for the year ended December 31, 2024 and 2023, respectively. Included within the amount for the year ended December 31, 2023 was a $ 1,710,000 write-off of raw materials, as the Company disposed of certain machinery and equipment in executing the strategy to scale back production in certain locations. Inventory adjustments and write-offs are included in cost of goods sold on the accompanying consolidated statements of income. 6. Property and Equipment December 31, 2024 December 31, 2023 (in thousands) Machinery and equipment $ 66,928 $ 67,321 Leasehold improvements 19,193 19,085 Vehicles 8,395 7,038 Furniture and fixtures 1,015 1,015 Building 38,779 38,503 Land 11,907 11,907 Computer hardware and software 94 93 Construction in progress 431 — 146,742 144,962 Less: accumulated depreciation and amortization ( 58,760 ) ( 49,736 ) Total property and equipment, net $ 87,982 $ 95,226 Depreciation and amortization expense is reported within general and administrative expense except for depreciation and amortization expense related to manufacturing facilities and equipment, which is included in cost of goods sold on the accompanying consolidated statements of income. For the year ended December 31, 2024 and 2023, depreciation and amortization expense reported within general and administrative expense was $ 4,264,000 and $ 3,981,000 respectively, and depreciation and amortization expense reported within cost of goods sold was $ 6,385,000 and $ 6,776,000 , respectively. 7. Goodwill The following table summarizes the activity in the Company's goodwill from December 31, 2022 to December 31, 2024: 62 (in thousands) Balance at December 31, 2022 $ 3,510 Goodwill acquired — Balance at December 31, 2023 $ 3,510 Goodwill acquired — Balance at December 31, 2024 $ 3,510 8. Line of Credit Pursuant to the terms of the Business Loan Agreement, dated February 23, 2018, between Lollicup, as borrower, and Hanmi Bank, as lender (as amended, the “Loan Agreement”), the Company has a line of credit with a maximum borrowing capacity of $ 40,000,000 (the “Line of Credit”) secured by the Company’s assets. The Company is not required to pay a commitment (unused) fee on the undrawn portion of the Line of Credit and interest is payable monthly. The Company is required to comply with certain financial covenants, including a minimum current ratio, minimum debt to earnings before interest, taxes, depreciation and amortization ("EBITDA") ratio and a minimum fixed charge coverage ratio. On March 14, 2023, the Company amended the Line of Credit. Prior to March 14, 2023, interest accrued at the annual rate of prime less 0.25 % with a minimum floor of 3.25 %. The amendment on March 14, 2023, among other things, (1) extended the maturity date to March 14, 2025, and (2) revised the interest on any Line of Credit borrowings to an annual rate of one month term Secured Overnight Financing Rate ("SOFR") plus 2.50 %, with a SOFR floor of 1.0 %. The Line of Credit also includes a standby letter of credit sublimit, which was amended and increased to $ 5,000,000 from $ 2,000,000 on June 20, 2023. The Company had no borrowings outstanding under the Line of Credit as of both December 31, 2024 and 2023. The amount issued under the standby letter of credit was $ 3,813,000 and $ 3,766,000 as of December 31, 2024 and 2023, respectively. As of December 31, 2024, and 2023, the maximum remaining amount that could be borrowed under the Line of Credit was $ 36,187,000 and $ 36,234,000 , respectively. As of both December 31, 2024 and 2023, the Company was in compliance with the financial covenants under the Line of Credit. As described in Note 22 — Subsequent Events, on March 3, 2025, the Company amended the Line of Credit again, which among other things, (1) extended the maturity date to March 14, 2027, (2) reduced the revolving loan facility to $ 20,000,000 , and (3) revised the interest on any Line of Credit borrowings to an annual rate of one month term SOFR plus 2.25 %, with a SOFR floor of 1.00 %. 9. Accrued Expenses Accrued expenses consist of the following: December 31, 2024 December 31, 2023 (in thousands) Accrued miscellaneous expenses $ 1,796 $ 1,271 Accrued payroll 1,953 1,685 Accrued ocean freight and other import costs 4,215 3,513 Accrued sale and use taxes 991 1,006 Accrued professional services fees 967 845 Accrued vacation and sick pay 899 619 Accrued property tax 1,150 552 Accrued shipping expenses 1,137 525 Accrued sales discount expense 374 487 Accrued interest expense 73 73 Total accrued expenses $ 13,555 $ 10,576 63 10. Long-Term Debt Long-term debt consists of the following: December 31, 2024 December 31, 2023 (in thousands) The 2026 Term Loan, with an initial balance of $ 16,115,000 and an option to request for additional advances up to a maximum of $ 6,885,000 through September 2022, which the Company exercised in February 2022. Interest accrues at a fixed rate of 3.5 % per annum. Principal and interest payments of $ 116,000 are due monthly throughout the term of the loan, with the remaining principal balance due at maturity. The loan is collateralized by substantially all of Global Wells’ assets and is guaranteed by Global Wells and one of the Company’s stockholders. In accordance with the loan agreement, Global Wells is required to comply with certain financial covenants, including a minimum debt service coverage ratio. $ 20,923 $ 21,555 The 2027 Term Loan, with an initial balance of $ 20,700,000 and an option to request for additional advances up to a maximum of $ 8,000,000 through June 30, 2023, which the Company exercised in March 2023. Interest accrues at a fixed rate of 4.375 % per annum. Prior to August 1, 2023, principal and interest payments of $ 104,000 are due monthly. Beginning August 1, 2023, monthly principal and interest payments increased to $ 144,000 for the remainder of the loan term, with the remaining principal balance due at maturity. The loan is collateralized by substantially all of Global Wells’ assets and is guaranteed by one of the Company’s stockholders. In accordance with the loan agreement, Global Wells is required to comply with certain financial covenants, including a minimum debt coverage ratio. 27,676 28,166 Long-term debt 48,599 49,721 Less: unamortized loan fees ( 141 ) ( 203 ) Less: current portion ( 1,179 ) ( 1,122 ) Long-term debt, net of current portion $ 47,279 $ 48,396 At December 31, 2024, future maturities are: (in thousands) 2025 $ 1,179 2026 20,798 2027 26,622 $ 48,599 The Company was in compliance with all of its financial covenants as of both December 31, 2024 and 2023. 11. Stockholder’s Equity The Company’s Certificate of Incorporation authorize both common and preferred stock. The total number of shares of all classes of stock authorized for issuance is 110,000,000 shares, par value of $ 0.001 , with 10,000,000 designated as preferred stock and 100,000,000 designated as common stock. Each holder of common stock and preferred stock shall be entitled to one vote per share held. During the years ended December 31, 2024 and 2023, the Company paid out special and regular quarterly dividend totaling $ 31,016,000 and $ 20,909,000 , respectively. Additionally, as described in Note 22 — Subsequent Events , on February 13, 2025, the Company's Board of Directors declared a quarterly cash dividend of $ 0.45 per share on the Company's common stock. 64 12. Stock-Based Compensation 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 were authorized and reserved for issuance under the Plan in the form of incentive or nonqualified stock options and stock awards. A committee appointed by the board of directors of the Company determines the terms and conditions of each grant under the Plan. Employees, directors, and consultants are eligible to receive stock options and stock awards under the Plan. The aggregate number of shares available under the Plan and the number of shares subject to outstanding options may be increased or decreased by the Plan administrator to reflect any changes in the outstanding common stock by reason of any recapitalization, reorganization, reclassification, stock split, reverse split, combination of shares, exchange of shares, stock dividend or other distribution payable in capital stock or similar transaction. The exercise price of incentive stock options may not be less than the fair market value of the common stock at the date of grant. The exercise price of incentive stock options granted to individuals that own greater than 10% of the voting stock may not be less than 110 % of the fair market value of the common stock at the date of grant. The term of each incentive and nonqualified option is based upon conditions as determined by the option agreement; however, the term can be no more than ten years from the date of the grant. In the case of an incentive stock option granted to an optionee who, at the time the option is granted, owns stock representing more than 10% of the voting power of all classes of stock of the Company or any parent or subsidiary, the term of the option will be a shorter term as provided in the option agreement, but not more than five years from the date of the grant. As of December 31, 2024, a total of 1,287,017 shares of common stock were available for further award grants under the Plan. For the years ended December 31, 2024 and 2023, the Company recognized a total of $ 2,065,000 and $ 770,000 in stock-based compensation expense, respectively. The Company recognizes stock-based compensation over the vesting period, which is generally between two to three years for both the restricted stock units and stock options. The Company recognized a net tax liability of $ 19,000 and net tax benefit of $ 187,000 from compensation expense related to stock options and restricted stock units during the years ended December 31, 2024 and 2023, respectively. Stock Options A summary of the Company’s stock option activity under the Plan for the years ended December 31, 2024 and 2023 is as follows: Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contract Life Aggregate Intrinsic Value (in years) (in thousands) Outstanding at December 31, 2022 420,000 $ 18.58 8.8 $ — Exercised ( 6,860 ) 17.84 Forfeited ( 26,667 ) 18.86 Outstanding at December 31, 2023 386,473 $ 18.58 7.8 $ 2,424 Exercised ( 39,473 ) 18.39 Forfeited ( 33,333 ) 18.86 Outstanding at December 31, 2024 313,667 $ 18.57 6.8 $ 3,667 Vested and expected to vest at December 31, 2024 313,667 $ 18.57 6.8 $ 3,667 Exercisable at December 31, 2024 296,999 18.68 6.8 $ 3,438 The aggregate intrinsic value is calculated by subtracting the exercise price of the option from the closing price of the Company’s common stock on December 31, 2024, multiplied by the number of shares per each option. At December 31, 2024, total remaining stock-based compensation cost for unvested stock options under the Plan was approximately $ 2,000 . The cost is expected to be recognized over a weighted-average period of 0.1 years. Restricted Stock Units A summary of the Company’s unvested restricted stock units activity under the Plan for the years ended December 31, 2024 and 2023 is as follows: Number of Shares Outstanding Weighted Average Grant Date Fair Value Unvested at December 31, 2022 82,146 $ 11.47 Vested ( 75,133 ) 11.13 Forfeited ( 1,667 ) 10.00 Unvested at December 31, 2023 5,346 $ 16.71 Granted 97,004 29.31 Vested ( 31,550 ) 27.54 Unvested at December 31, 2024 70,800 $ 29.14 On March 12, 2024, the Company's Compensation Committee of the Board of Directors approved a grant totaling 91,000 restricted stock units to certain key employees. The grant date fair value of these restricted stock units was $ 2,674,000 . The restricted stock units vest at various times between May 2024 and May 2026. On May 7, 2024, the Company's Compensation Committee of the Board of Directors approved a grant totaling 6,000 restricted stock units to each independent director of the Board of Directors. The grant date fair value of these restricted stock units was $ 169,000 . The restricted stock units vest at various times between May 2025 and May 2026. At December 31, 2024, total remaining stock-based compensation cost for unvested restricted stock units under the Plan was approximately $ 974,000 . The cost is expected to be recognized over a weighted-average period of 1.0 year. 13. Earnings Per Share (a) Basic Basic earnings per share is calculated by dividing the net income attributable to equity holders of the Company for the year by the weighted average number of common shares outstanding during the period. Year Ended December 31, 2024 2023 (in thousands, except per share data) Net income attributable to Karat Packaging Inc. $ 29,975 $ 32,470 Weighted average shares 20,002 19,905 Basic earnings per share $ 1.50 $ 1.63 (b) Diluted Diluted earnings per share is calculated based upon the weighted average number of common shares and common equivalent shares outstanding during the period, calculated using the treasury stock method. Under the treasury stock method, exercise proceeds include the amount the employee must pay for exercising stock options and the amount of compensation cost related to stock awards for future services that the Company has not yet recognized. Common equivalent shares are excluded from the computation in periods in which they have an anti-dilutive effect. The following table summarizes the calculation of diluted earnings per share: 66 Year Ended December 31, 2024 2023 (in thousands, except per share data) Net income attributable to Karat Packaging Inc. $ 29,975 $ 32,470 Weighted average shares 20,002 19,905 Dilutive shares Stock options and restricted stock units 122 73 Total dilutive shares 20,124 19,978 Diluted earnings per share $ 1.49 $ 1.63 For the years ended December 31, 2024 and 2023 a total of 4,803 and 213,599 shares of potentially dilutive shares, respectively, have been excluded in the diluted earnings per share calculation due to their anti-dilutive impact on earnings per share. 14. Leases The Company primarily leases manufacturing facilities, distribution centers and office spaces with lease terms expiring through 2031. The following table summarizes the Company's lease costs in the accompanying consolidated statement of income: Year Ended December 31, 2024 2023 (in thousands) Operating lease expense $ 9,708 $ 6,171 Short-term lease expense 1,367 314 Variable lease expense 1,520 1,130 Total lease expense $ 12,595 $ 7,615 For the year ended December 31, 2024 and 2023, total lease expense included in operating expenses was $ 10,337,000 and $ 6,541,000 , respectively, and total lease expense included in cost of goods sold was $ 2,258,000 and $ 1,074,000 , respectively. The following table presents supplemental information related to operating leases: December 31, 2024 December 31, 2023 (in thousands, except lease term and discount rate) Weighted average remaining lease term 4.33 years 4.51 years Weighted average discount rate 7.0 % 6.2 % Right-of-use assets obtained in exchange for operating lease liabilities $ 29,504 $ 9,995 Cash paid for amounts included in measurement of lease obligations: Operating cash flows from operating leases $ 8,805 $ 5,768 67 As of December 31, 2024, future lease payments under operating lease were as follows: (in thousands) 2025 $ 11,749 2026 12,212 2027 11,203 2028 10,071 2029 5,654 Thereafter 737 Total future lease payments 51,626 Less: imputed interest ( 7,214 ) Total lease liability balance $ 44,412 During the year ended December 31, 2024, the Company recorded a non-cash impairment of a ROU asset of $ 1,993,000 resulting from the sublease of its City of Industry warehouse in California. Sublease income for the year ended December 31, 2024 and 2023 was $ 1,038,000 and $ 76,000 , respectively. Sublease income is included in rental income in the accompanying consolidated statements of income. Global Wells has been the landlord under an operating lease agreement with an unrelated party since September 2020. During both the years ended December 31, 2024 and 2023, Global Wells recognized rental income from this tenant of $ 739,000 . As discussed in Note 22 — Subsequent Events, on February 28, 2025, the lease agreement between Global Wells and the tenant was terminated and effective March 1, 2025, Global Wells entered into a new six-year operating lease agreement with a different unrelated party, which ends February 28, 2031 and is expected to generate rental income of $ 1,128,000 per annum over the next five years. 15. Impairment Expense and Loss, Net, on Disposal of Machinery and Equipment In February 2023, the Company started to execute a strategy to increase imports and scale back manufacturing in certain locations. The Company reached an agreement with two unrelated third-party vendors in Taiwan to sell them certain of its manufacturing machinery and equipment. The Company also cancelled certain equipment purchase commitments that it had previously paid deposits towards, and disposed of certain machinery and equipment through abandonment. As discussed in Note 14 — Leases, the Company recorded a non-cash impairment of a ROU asset resulting from the sublease of its City of Industry warehouse in California in the year ended December 31, 2024. The following table represents impairment expense and loss, net, on disposal of machinery: Year Ended December 31, 2024 2023 (in thousands) Loss, net, on disposal of machinery in scaling back manufacturing $ — $ 1,609 Loss, net, on disposal of machinery within normal course of business 759 393 Loss, net, on disposal 759 2,002 Impairment of ROU asset 1,993 — Impairment of deposits — 523 Total impairment expense and loss, net, on disposal of machinery $ 2,752 $ 2,525 68 16. Related Party Transactions Keary Global owns 250,004 shares of the Company's common stock as of December 31, 2024, which Keary Global acquired upon exercise of two convertible notes during the third quarter of 2018. Keary Global and its affiliate, Keary International, are owned by one of the Company’s stockholders’ family member. In addition to being a stockholder, Keary Global and Keary International are inventory suppliers and purchasing agents for the Company overseas. The Company has entered into ongoing purchase and supply agreements with Keary Global. At December 31, 2024 and 2023, the Company has accounts payable due to Keary Global and Keary International of $ 3,130,000 and $ 5,306,000 , respectively. Purchases for the years ended December 31, 2024 and 2023 from this related party were $ 35,109,000 and $ 39,595,000 , respectively. See Note 4 — Joint Venture for discussion on the Share Transfer Agreement with Keary Global. 17. Employee Benefits The Company maintains a 401(k) plan for employees who meet specific requirements. The Company matches 100 % of the employees’ contributions up to 3 % of each employee’s salary, 87.5 % of the employees’ contributions up to 4 % of each employee’s salary, and 80 % of the employees’ contributions up to 5 % of each employee’s salary. The Company’s portion of the contributions is expensed as incurred with a total expense of $ 317,000 and $ 368,000 for the years ended December 31, 2024 and 2023, respectively. 18. Income Taxes The provision for income taxes for the years ended December 31, 2024 and 2023, respectively, consisted of: Year Ended December 31, 2024 2023 (in thousands) Current Federal $ 11,594 $ 8,987 State 2,048 1,776 13,642 10,763 Deferred Federal ( 3,428 ) ( 1,052 ) State ( 343 ) 93 ( 3,771 ) ( 959 ) Provision for income taxes $ 9,871 $ 9,804 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for federal and state income tax purposes. The Company’s deferred tax assets (liabilities), calculated using effective tax rates is as follows: 69 December 31, 2024 December 31, 2023 (in thousands) Deferred tax assets: State taxes $ 402 $ 436 Reserves 666 503 Accruals and deferred expenses 1,592 794 Research and development credit — 40 Inventory 1,137 1,012 Government grant 328 — Stock-based compensation 537 282 Capitalized research and development costs 1,852 1,741 Operating lease liabilities 14,118 9,140 Total deferred tax assets 20,632 13,948 Deferred tax liabilities: Fixed assets – depreciation ( 8,504 ) ( 9,902 ) Investment in Global Wells Investment Group ( 176 ) ( 234 ) Operating ROU asset ( 12,378 ) ( 8,009 ) Total deferred tax liabilities ( 21,058 ) ( 18,145 ) Net deferred tax liability $ ( 426 ) $ ( 4,197 ) Reconciliation of income taxes are as follows from statutory rate of 21% to the effective tax rate for the year ended December 31, 2024 and 2023, respectively: December 31, 2024 December 31, 2023 (in thousands) Income tax computed at the federal statutory rate $ 8,546 $ 8,988 State taxes, net of federal tax benefits 1,459 1,609 Noncontrolling interest - Income not subject to tax ( 241 ) ( 115 ) Permanent items 22 42 Excess tax liability (benefit) from stock based compensation 19 ( 187 ) Research and development credit ( 76 ) ( 417 ) Others 142 ( 116 ) Provision for income taxes $ 9,871 $ 9,804 The Company may be audited by the Internal Revenue Service and various state tax authorities. Disputes may arise with these tax authorities involving issues of the timing and amount of deductions and allocations of income and expenses among various tax jurisdictions because of differing interpretations of tax laws and regulations. The Company evaluates its exposures associated with the tax filing positions and, while it believes its positions comply with applicable laws, may record liabilities based upon estimates of the ultimate outcome of these matters and the guidance provided in ASC 740. As of December 31, 2024 and 2023, the Company does not have any unrecognized tax benefit. The Company remains subject to IRS examination for the 2021 through 2023 tax years. Additionally, the Company files multiple state and local income tax returns and remains subject to examination in various of these jurisdictions for the 2020 through 2023 tax years. The Company continues to work with the IRS relating to the 2016 and 2017 tax years and does not expect a material impact to the financial statements. ASC 740, Income Taxes , provides for the recognition of deferred tax assets if realization of these assets is more-likely-than-not. In evaluating the Company’s ability to recover its deferred tax assets, the Company considers all available positive and negative evidence, including its operating results, ongoing tax planning and forecasts of future taxable income 70 on a jurisdiction-by-jurisdiction basis. Based upon the level of historical taxable income, at this time, the Company determined that sufficient positive evidence existed to conclude that it is more likely than not there will be full utilization of the deferred tax assets in each jurisdiction. As such, as of December 31, 2024, and 2023, based on the available evidence, the Company did not record any valuation allowance. 19. Commitments and Contingencies On October 5, 2023, the Company received a final and binding judgment from the Taiwan Supreme Court, dismissing its claim filed in 2020 against one of its Taiwanese vendors to return a prepayment of $ 1,123,500 due to the vendor's failure to deliver products under the contract. As a result, the Company recorded a write-off of the prepayment, which is included in general and administrative expense in the consolidated statement of income for the year ended December 31, 2023. In May 2023, the Company received a Notice of Investigations and Interim Measures stating that U.S. Customs and Border Protection (“CBP”) had initiated a formal investigation to determine whether the Company had evaded the anti-dumping and countervailing duty orders on lightweight thermal paper from China by transshipping the merchandise through Taiwan. The period of investigation was from January 2022 through the pendency of the investigation. On February 5, 2024, CBP issued its Notice of Determination concluding that the manufacturing procedures performed by the manufacturer in Taiwan, which the Company imported certain thermal paper products from, did not constitute substantial transformation. As of December 31, 2023, the Company had a reserve of $ 2,738,000 , representing the total estimated probable loss on all thermal paper imports under the investigation period minus payments already made. On March 19, 2024, the Company initiated an appeal process by submitting a request for an administrative review of the initial determination issued by CBP. On June 11, 2024, CBP completed the administrative review and upheld its initial conclusion. The Company accrued interest of $ 313,000 during the year ended December 31, 2024, related to the estimated total probable loss, increasing the total reserve to $ 3,051,000 as of December 31, 2024. In February 2025, the Company started to receive bills related to certain of its thermal paper shipments received during 2022. The Company is in the process of protesting the received bills with CBP, and is also evaluating other appeal options. Payments on bills received will be due upon the resolution of the protests, currently expected to occur within the next 12 months. The amount of the final payments could vary significantly from the estimated liability reserve. The Company is a party to, and certain of its property is the subject of, various other pending claims and legal proceedings that routinely arise in the ordinary course of its business. Management believes that the outcome of such litigation and claims, should they arise in the future, is not likely to have a material effect on the Company’s financial position or results of income. 20. Secondary Offering On September 12, 2023, certain selling stockholders completed a secondary public offering of shares of the Company's common stock. The Company did not receive any of the proceeds from the sale of these shares by the selling stockholders. The Company incurred offering transaction costs of $ 453,000 , which were recognized in general and administrative expense in the consolidated statement of income for the year ended December 31, 2023 . 21. Segment Report The Company operates and evaluates its business as a single reportable segment. This segment encompasses the manufacturing and distribution of a diverse range of single-use food and beverage service products made from materials such as plastic, paper, biopolymer-based, and other compostable forms. It also includes the distribution of specialty food and beverage items, like syrups, boba, and coffee drinks, as well as restaurant and warehouse supplies. This single segment is identified because it engages in business activities in which it generates revenue and expenses, its performance is reviewed by the Company’s chief executive officer who is the chief operating decision maker (“CODM”), and it has distinct financial information available. The CODM assesses performance of the reportable segment and decides how to allocate resources based on consolidated net income, which is also reported on the consolidated statements of income. The CODM uses this information to compare actual results against budgeted expectations in assessing the performance of the segment. The following is the summary of the financial information for the Company’s reportable segment: 71 Year Ended December 31, 2024 2023 (in thousands) Net sales $ 422,633 $ 405,651 Less: Cost of goods sold 258,304 252,608 Shipping and transportation 34,119 32,001 Salaries and benefits 36,311 35,831 Professional services 5,024 4,337 Depreciation and amortization 4,290 4,008 Rent expense 9,364 6,096 Marketing expense 6,762 4,865 Online platform fees 11,043 6,440 Warehouse expense 3,862 2,426 Stock-based compensation 2,065 770 Secondary offering costs — 453 Impairment expense and loss, net, on disposal of machinery 2,752 2,525 Interest expense 2,123 2,043 Provision for income taxes 9,871 9,804 Other segment expenses* 10,976 11,215 Add: Interest income 2,299 1,803 Other income, net 2,758 1,148 Segment net income 30,824 33,180 Reconciliation of segment net income to consolidated net income Adjustments and reconciling items — — Consolidated net income 30,824 33,180 * Other segment expenses includes property taxes, insurance expenses, office expenses, and utilities. The Company’s long-lived assets are all located in the United States, and its revenues are almost entirely generated in the United States. The accounting policies of the reportable segment are the same as those described in Note 2 — Summary of Significant Accounting Policies . Additionally, the total segment assets are the same as the consolidated total assets reported on the consolidated balance sheets. 22. Subsequent Events On February 13, 2025, the Company's Board of Directors declared a quarterly cash dividend of $ 0.45 per share on the Company's common stock, which was paid on February 28, 2025 to shareholders of record at the close of business on February 24, 2025. On February 20, 2025, the Company received a notice of entry of judgment in which the court confirmed the arbitration award filed by the landlord of the Company's Chino, California facility. As a result, the Company remeasured the lease liability and the right-of-use asset for this lease extension with the term expiring July 31, 2029, reflecting the change of estimate in the annual rent escalation. The remeasurement resulted in an increase of lease liability and the right-of-use asset of $ 1,360,000 and $ 1,250,000 , respectively, as of December 31, 2024. On February 28, 2025, the operating lease agreement between Global Wells, as the landlord, and an unrelated party, as the tenant, was terminated. Effective March 1, 2025, Global Wells entered into a new six-year operating lease agreement with a different unrelated party. See Note 14 — Leases for further discussion on the new operating lease agreement. 72 On March 3, 2025, the Company amended the Line of Credit again, which among other things, (1) extended the maturity date to March 14, 2027, (2) reduced the revolving loan facility to $ 20,000,000 , and (3) revised the interest on any Line of Credit borrowings to an annual rate of one month term SOFR plus 2.25 %, with a SOFR floor of 1.00 %. On March 3, 2025, subsequently amended on March 6, 2025, the Company entered into a 52 -month lease agreement with G&O Chino Property, a California general partnership, commencing on April 1, 2025 for a second 187,000 square-foot distribution facility in Chino, California. The term of the lease expires July 31, 2029 and requires monthly base payments ranging from $ 205,000 to $ 231,000 with certain rent abatement periods . 73 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.