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2: EX-10.3 Material Contract HTML 23K
3: EX-31.1 Certification -- §302 - SOA'02 HTML 27K
4: EX-31.2 Certification -- §302 - SOA'02 HTML 27K
5: EX-32.1 Certification -- §906 - SOA'02 HTML 24K
6: EX-32.2 Certification -- §906 - SOA'02 HTML 24K
12: R1 Cover HTML 78K
13: R2 Condensed Consolidated Balance Sheets (Unaudited) HTML 152K
14: R3 Condensed Consolidated Balance Sheets (Unaudited) HTML 72K
(Parenthetical)
15: R4 Condensed Consolidated Statements of Income HTML 123K
(Unaudited)
16: R5 Condensed Consolidated Statements of Income HTML 30K
(Unaudited) (Parenthetical)
17: R6 Condensed Consolidated Statements of Stockholders? HTML 94K
Equity (Unaudited)
18: R7 Condensed Consolidated Statements of Stockholders? HTML 25K
Equity (Unaudited) (Parenthetical)
19: R8 Condensed Consolidated Statements of Cash Flows HTML 144K
(Unaudited)
20: R9 Nature of Operations HTML 28K
21: R10 Summary of Significant Accounting Policies HTML 150K
22: R11 Acquisitions HTML 31K
23: R12 Joint Venture HTML 26K
24: R13 Inventory HTML 32K
25: R14 Property and Equipment HTML 38K
26: R15 Line of Credit HTML 49K
27: R16 Accrued Expenses HTML 34K
28: R17 Long-Term Debt HTML 49K
29: R18 Interest Rate Swaps HTML 28K
30: R19 Stock-based Compensation HTML 53K
31: R20 Earnings Per Share HTML 54K
32: R21 Commitments and Contingencies HTML 34K
33: R22 Related Party Transactions HTML 28K
34: R23 Income Taxes HTML 33K
35: R24 Covid-19 HTML 27K
36: R25 Subsequent Events HTML 26K
37: R26 Summary of Significant Accounting Policies HTML 138K
(Policies)
38: R27 Summary of Significant Accounting Policies HTML 115K
(Tables)
39: R28 Acquisitions (Tables) HTML 29K
40: R29 Inventory (Tables) HTML 33K
41: R30 Property and Equipment (Tables) HTML 37K
42: R31 Accrued Expenses (Tables) HTML 34K
43: R32 Long-Term Debt (Tables) HTML 47K
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46: R35 Commitments and Contingencies (Tables) HTML 30K
47: R36 Nature of Operations (Details) HTML 25K
48: R37 Summary of Significant Accounting Policies - HTML 34K
Narrative (Details)
49: R38 Summary of Significant Accounting Policies - HTML 42K
Estimated Useful Life (Details)
50: R39 Summary of Significant Accounting Policies - HTML 33K
Capitalized and Depreciated (Details)
51: R40 Summary of Significant Accounting Policies - HTML 29K
Schedule of Goodwill (Details)
52: R41 Summary of Significant Accounting Policies - HTML 32K
Global Wells (Details)
53: R42 Summary of Significant Accounting Policies - HTML 83K
Assets and Liabilities of Global Wells (Details)
54: R43 Summary of Significant Accounting Policies - HTML 43K
Revenue Recognition (Details)
55: R44 Summary of Significant Accounting Policies - HTML 29K
Advertising Costs and Income Taxes (Details)
56: R45 Summary of Significant Accounting Policies - HTML 38K
Concentration of Credit Risk (Details)
57: R46 Summary of Significant Accounting Policies - Fair HTML 38K
Value Measurements (Details)
58: R47 Summary of Significant Accounting Policies - HTML 29K
Summary of Carrying Values and Estimated Fair
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59: R48 Summary of Significant Accounting Policies - HTML 26K
Foreign Currency (Details)
60: R49 Acquisitions - Narrative (Details) HTML 27K
61: R50 Acquisitions - Pacific Cup (Details) HTML 39K
62: R51 Joint Venture (Details) HTML 33K
63: R52 Inventory (Details) HTML 34K
64: R53 Property and Equipment (Details) HTML 52K
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(Registrant’s
telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
iCommon Stock, $0.001 par value
iKRT
iThe
Nasdaq Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. iYes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). iYes ☒ No ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,”“accelerated filer,”“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated
filer
☐
iNon-accelerated filer
☒
Smaller reporting company
i☒
Emerging
growth company
i☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. i☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes i☐ No ☒
The number of shares of Common Stock, $0.001 par value, outstanding on August 5, 2022 was i19,832,417
shares.
Prepaid
expenses and other current assets (including $i200 and $i63 associated with variable interest entity at June 30, 2022 and December 31,
2021, respectively)
i6,691
i5,141
Total
current assets
i134,140
i102,872
Property
and equipment, net (including $i46,006 and $i46,612 associated with variable interest entity at June 30, 2022 and December 31,
2021, respectively)
i95,044
i93,475
Deposits
i13,287
i6,885
Goodwill
i3,510
i3,510
Intangible
assets, net
i367
i380
Other
assets (including $i60 and $i65 associated with variable interest entity at June 30, 2022 and December 31, 2021, respectively)
i840
i477
Total
assets
$
i247,188
$
i207,599
Liabilities
and Stockholders’ Equity
Current liabilities
Accounts payable (including $i4 and $i136
associated with variable interest entity at June 30, 2022 and December 31, 2021, respectively)
$
i23,325
$
i18,470
Accrued
expenses (including $i281 and $i68 associated with variable interest entity at June 30, 2022 and December 31, 2021, respectively)
i7,873
i7,813
Related
party payable
i3,204
i2,003
Income
taxes payable (including $i0 and $i9 associated with variable interest entity at June 30, 2022 and December 31, 2021, respectively)
i—
i85
Customer
deposits (including $i81 and $i88 associated with variable interest entity as of June 30, 2022 and December 31, 2021,
respectively)
i1,619
i1,215
Debt,
current portion (including $i910 and $i1,178 associated with variable interest entity at June 30, 2022 and December 31, 2021, respectively)
Long-term
debt, net of current portion and debt discount of $i239 and $i200 as of June 30, 2022 and December 31, 2021, respectively (including $i42,016
and $i35,339 associated with variable interest entity at June 30, 2022 and December 31, 2021, respectively, and debt discount of $i239
and $i200 associated with variable interest entity as of June 30, 2022 and December 31, 2021, respectively)
i42,016
i35,339
Other
liabilities (including $i1,324 and $i2,637 associated with variable interest entity at June 30, 2022 and December 31,
2021, respectively)
i3,004
i3,837
Total
liabilities
i99,667
i75,574
Commitments
and Contingencies (Note 13)
i—
i—
Karat
Packaging Inc. stockholders’ equity
Common stock, $ii0.001/
par value, ii100,000,000/ shares authorized,
i19,832,417 and i19,809,417 shares issued and outstanding, respectively, at June 30, 2022; i19,827,417
and i19,804,417 shares issued and outstanding, respectively, at December 31, 2021
General
and administrative expense (including $i671 and $i681 associated with variable interest entity for the three months ended June 30, 2022 and 2021,
respectively; $i1,234 and $i1,300 associated with variable interest entity for the six months ended June
30, 2022 and 2021, respectively)
i16,694
i13,457
i32,155
i24,912
Total
operating expenses
i26,162
i21,228
i50,960
i39,083
Operating
income
i7,802
i6,870
i17,293
i10,641
Other
income (expense)
Rental income (including $i238 and $i246
associated with variable interest entity for the three months ended June 30, 2022 and 2021, respectively; and $i476 and $i492 associated with variable interest
entity for the six months ended June 30, 2022 and 2021, respectively)
i238
i246
i476
i492
Other
(expense) income
(i181)
i16
(i263)
i122
Gain
(Loss) on foreign currency transactions
i850
(i119)
i983
(i284)
Interest
income (expense) (including $i386 interest income and $i821 interest expense associated with variable interest entity for the three months ended June
30, 2022 and 2021, respectively; and $i1,251 interest income and $i10 interest expense
associated with variable interest entity for the six months ended June 30, 2022 and 2021, respectively)
i237
(i1,128)
i1,077
(i850)
Gain
on forgiveness of debt
i—
i5,000
i—
i5,000
Total
other income
i1,144
i4,015
i2,273
i4,480
Income
before provision for income taxes
i8,946
i10,885
i19,566
i15,121
Provision
for income taxes
i1,746
i1,547
i4,423
i2,733
Net
income
i7,200
i9,338
i15,143
i12,388
Net
income (loss) attributable to noncontrolling interest
i856
(i245)
i2,132
i1,025
Net
income attributable to Karat Packaging Inc.
$
i6,344
$
i9,583
$
i13,011
$
i11,363
Basic
and diluted earnings per share:
Basic
$
i0.32
$
i0.51
$
i0.66
$
i0.67
Diluted
$
i0.32
$
i0.50
$
i0.65
$
i0.66
Weighted
average common shares outstanding, basic
i19,809,417
i18,908,648
i19,808,505
i17,048,160
Weighted
average common shares outstanding, diluted
i19,926,695
i19,025,871
i19,914,044
i17,165,383
The
accompanying notes to the condensed consolidated financial statements are an integral part of these statements.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1.iNature
of Operations
Lollicup USA Inc. (“Lollicup”) was incorporated on January 21, 2001 under the laws of the State of California as an S-corporation. Effective January 1, 2018, Lollicup elected to convert from an S-Corporation to a C-Corporation. Karat Packaging Inc. (“Karat Packaging”) was incorporated on September 26, 2018 as a Delaware corporation and became the holding company for Lollicup (collectively, the “Company”) through a share exchange with the shareholders of Lollicup.
The Company is a manufacturer and distributor of environmentally friendly, single-use, disposable products used in a variety of restaurant and foodservice
settings. The Company supplies a wide range of products for the foodservice industry, including food containers, 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 offers customized solutions to customers, including new product development, design, printing, and logistics services, and distributes certain specialty food and beverages products, such as boba and coffee drinks.
The Company supplies products to smaller chains and businesses including boutique coffee houses, bubble tea cafes, pizza parlors and frozen yogurt shops,
as well as to distributors and national and regional supermarkets, restaurants and convenience stores.
The Company currently operates manufacturing facilities and distribution and fulfillment centers in Chino, California; Rockwall, Texas and Kapolei, Hawaii. In addition, the Company operates ifive
other distribution centers located in Branchburg, New Jersey; Sumner, Washington; Summerville, South Carolina and Kapolei, Hawaii; City of Industry, California.
2.iSummary of Significant Accounting Policies
i
Basis
of Presentation: The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles as promulgated in the United States of America (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. Accordingly, these condensed consolidated financial statements do not include all the information and footnotes required by US GAAP for complete financial statements. The financial information as of June 30, 2022 and for the three and six months ended June 30, 2022 and 2021 is unaudited; however, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement have been included. Operating results
for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for any other interim period or for the year ending December 31, 2022.
The condensed consolidated balance sheet at December 31, 2021 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by US GAAP for complete financial statements. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2021, as included in our Annual Report on Form 10-K filed
on March 31, 2022.
iPrinciples of Consolidation: The condensed consolidated financial statements include the accounts of Karat Packaging and its wholly-owned and controlled operating subsidiaries, Lollicup, Lollicup Franchising, LLC (“Lollicup Franchising”) and Global Wells, a variable interest entity wherein the Company is the primary beneficiary.
All intercompany accounts and transactions have been eliminated.
iNoncontrolling 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 condensed consolidated financial statements separate from Company’s stockholders’ equity. The amount of net income attributable to noncontrolling interests is disclosed in the condensed 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 condensed consolidated statement of stockholders’ equity.
iEstimates 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
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
from the estimates that were assumed in preparing the condensed consolidated financial statements. Estimates that are significant
to the condensed consolidated financial statements include stock-based compensation, allowance for doubtful accounts and reserve for slow-moving and obsolete inventory.
iReporting Segment: The Company manages and evaluates its operations in ione
reportable segment. This segment consists of manufacturing and supply of a broad portfolio of single-use products that are used to serve food and beverages and are available in plastic, paper, foam, post-consumer recycled content and renewable materials. It also consists of the distribution of certain specialty food and beverages products, such as boba and coffee drinks./
iEarnings per Share: Basic
earnings per common share is calculated by dividing net income attributable to Karat Packaging 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.
iCash and cash equivalents: The Company 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 June 30, 2022 and December 31, 2021, cash and cash equivalents were comprised of cash held in money market, cash on hand and cash deposited with banks.
iAccounts 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 bad debt on accounts receivable in an amount equal to the estimated probable losses net of recoveries. The allowance is based on an analysis of historical bad debt write-offs, current past due customers in the aging 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 to customers. The amount of the sales allowance is determined based on a historical transaction analysis and any additions to the sales allowance are recorded as a reduction to net revenue.
iInventories: Inventories
consist of raw materials, work-in-process, and finished goods. Inventory cost is determined using the first-in, first-out (FIFO) method and valued at lower of cost or net realizable value. The Company maintains reserves for excess and obsolete inventory and carries its inventory at net realizable value, taking into account various factors including historic usage, expected demand, anticipated sales price, and product obsolescence.
iProperty
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.
i
The estimated useful life of property and equipment are as follows:
Machinery
and equipment
i5 years to i15 years
Leasehold improvements
Lesser
of useful life or lease term
Vehicles
i5 years
Furniture and fixtures
i7
years
Building
i28 years to i40 years
Property
held under capital leases
i3 years to i5 years
Computer hardware and software
i3
years
/
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.
iDeposits: Deposits are payments made for machinery and equipment, and construction and improvement for the
Company’s facilities. Included in deposits are also payments made to lessors of leased properties as security for the full and faithful observance of contracts, which will be refunded to the Company upon expiration or termination of the contract.
iImpairment
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. The impairment test comprises
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
of two steps. The first step compares the carrying 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. For the periods ended June 30, 2022 and June 30, 2021, management concluded that an impairment write-down was not required.
iBusiness
Combination and Goodwill: The Company applies the acquisition method of accounting for business combinations in accordance with US 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 ione
reporting unit and consequently evaluates goodwill for impairment based on an evaluation of the fair value of the Company as a whole. Goodwill is evaluated for impairment at least annually on October 1, or more frequently if events or changes in circumstances would more likely than not reduce the fair value of its single reporting unit below its carrying value. As of June 30, 2022, goodwill recorded in the accompanying condensed consolidated balance sheets is related to the Company’s acquisition of Pacific Cup, Inc. and Lollicup Franchising. For the periods ended June 30, 2022 and June 30, 2021, the
Company determined ino impairments have occurred.
i
The following table summarizes the activity in the Company’s goodwill balance:
iGovernment
Grants: Government grants are not recognized unless there is reasonable assurance that the Company and Global Wells will comply with the grants’ conditions and that the grants will be received. As of both June 30, 2022 and December 31, 2021, the Company received cumulative grants of $i1,200,000. As of both June 30,
2022 and December 31, 2021, Global Wells received cumulative grants of $ii1,302,000/.
These grants are reported as deferred income within other liabilities in the accompanying condensed consolidated balance sheets as there are conditions attached to the grants that the Company and Global Wells have not met. These conditions include requiring the facility in Rockwall, Texas to maintain a certain minimum tax value for the next five calendar years through 2024 (the “Required Period”), continue operations in the facility for the Required Period, have a minimum number of full time equivalent employees with a minimum average annual gross wage employed in the operation of the facility in the Required Period, and promise to not engage in a pattern or practice of unlawful employment of aliens during the Required Period.
i
Derivative
Instruments: Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic No. 815, Derivatives and Hedging, requires companies to recognize all of its derivative instruments as either assets or liabilities in the balance sheet at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge, or a hedge of a net investment in a foreign operation. For derivative instruments not designated as hedging instruments, the gain or loss is recognized in the statement of
income during the current period.
The Company and Global Wells entered into certain interest rate swaps to manage the interest rate risk, and accounted for such interest rate swaps as a derivative instrument under ASC 815. The interest rate swaps were not designated for hedge
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
accounting
and as such, the change in the fair value of interest rate swaps is recognized as interest income/expense in the accompanying condensed consolidated statements of income.
i
Variable Interest Entity: The Company has a variable interest in Global Wells. In 2017, Lollicup along with three other unrelated parties formed Global Wells. Lollicup has a i13.5%
ownership interest and a i25% voting interest in Global Wells, located in Rockwall, Texas. The purpose of this entity is to own, construct, and manage a warehouse and manufacturing facility. Global Wells’ operating agreement may require its members to make additional contributions only upon the unanimous decision of the members or where the cash in Global Wells’ bank account falls below $i50,000.
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 $i25,000.
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 (“Texas Lease”). In 2020, the Company entered into another operating lease with Global Wells (“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, receive significant benefits, or 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 the Texas Lease and New Jersey Lease are eliminated upon consolidation.
/
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; they represent claims against the specific assets of Global Wells. See Note 9 — Long Term Debt for a description of the two term loans that
Global Wells has with financial institutions as of June 30, 2022.
i
The following financial information includes assets and liabilities of Global Wells and are included in the accompanying condensed consolidated balance sheets, except for those that eliminate upon consolidation:
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
iRevenue Recognition: The Company generates revenues from customers that include national and regional distributors, chain restaurants and supermarkets, small businesses, and those that purchase for individual
consumption. 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. iForthe three and six months ended June 30, 2022 and 2021, net sales disaggregated by customer type consists of the amounts shown below.
•National
and regional chains revenue: National and regional chains revenue is derived from chain restaurants and supermarkets with locations across multiple states. 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. Shipping terms generally indicate when the title and risk of loss have passed, which is generally when the products are shipped from the Company’s manufacturing facility to the customers.
•Distributors revenue: Distributors revenues are derived from national and regional distributors across the U.S. that purchase the
Company’s products for restaurants, offices, schools, and government entities. 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. Shipping terms generally indicate when the title and risk of loss have passed, which is generally when the products are shipped from the Company’s manufacturing facility to the customers.
•Online revenue: Online revenue is derived from small businesses such as small restaurants, bubble tea shops, coffee shops, juice bars and smoothie 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. Shipping terms generally indicate when the title and risk of loss have passed, which is generally when the products are shipped from the Company’s manufacturing facility to the customers.
•Retail revenue: Retail revenue is derived primarily from regional bubble tea shops, boutique coffee shops and frozen yogurt shops. Revenue from retail 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. Shipping terms generally indicate when the title and risk of loss have passed, which is generally when the products are shipped from the
Company’s manufacturing facility to the customers.
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. Revenue is recorded based on the total estimated transaction price, which includes fixed consideration and estimates of variable consideration. Variable consideration includes estimates of rebates and other sales incentives, cash discounts for prompt payment, consideration payable to customers for cooperative advertising and other program incentives, and sales returns. The Company estimates its variable consideration based on contract terms and historical experience
of actual results using the expected value method. The performance obligations are generally satisfied shortly after manufacturing and shipment as purchases made by the Company’s customers are manufactured and shipped with minimal lead time.
The Company’s contract liabilities consist primarily of rebates, sales incentives, customer deposits and consideration payable to customers for cooperative advertising. As of June 30, 2022 and December 31, 2021, the rebates, sales incentives and cooperative advertising were not significant to the financial statements. Customer
deposits are included in the current liabilities in the condensed consolidated balance sheets.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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 condensed consolidated statements of income. Shipping and handling fees billed to a customer are not deemed to be separate performance obligations for all of the
Company’s product sales, as these activities occur before the customer receives the products. Shipping and handling costs included within selling expenses in the condensed consolidated statements of income for the three months ended June 30, 2022 and 2021 were $i8,588,000 and $i7,008,000,
respectively. Shipping and handling costs included within selling expenses in the condensed consolidated statements of income for the six months ended June 30, 2022 and 2021 were $i17,028,000 and $i12,491,000,
respectively.
Sales taxes collected concurrently with revenue-producing activities and remitted to governmental authorities are excluded from revenue. Sales commissions are expensed as incurred due to the amortization period being less than one year and are recorded in selling expense on the accompanying consolidated statements of income.
iAdvertising 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 in operating expenses in the condensed consolidated statements of income were $i586,000 and $i632,000
for the three months ended June 30, 2022 and 2021, respectively. Advertising costs included in operating expenses in the condensed consolidated statements of income were $i1,133,000 and $i1,020,000
for the six months ended June 30, 2022 and 2021, respectively.
i
Income Taxes:The Company applies the asset and liability approach for financial accounting and reporting for income taxes. Deferred income taxes arise from temporary differences between income tax and financial reporting and principally relate to recognition of revenue and expenses in
different periods for financial and tax accounting purposes and are measured using currently enacted tax rates and laws. In addition, a deferred tax asset can be generated by net operating loss carryforwards. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.
The Company applies ASC 740, Income Taxes, which 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.
The Company recognizes potential interest and/or penalties related to income tax matters
as income tax expense in the accompanying condensed consolidated statements of income. Accrued interest and penalties are included on the related tax liability in the condensed consolidated balance sheets. The Company had iino/
uncertain tax positions as of June 30, 2022 and December 31, 2021.
i
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 general collateral is not required. Management believes the Company is not exposed to any material credit risk on these accounts.
i
For the three and six months ended June 30, 2022 and 2021, respectively, purchases from the following vendor makes up greater than 10 percent of total purchases:
Keary Global and its affiliate, Keary International - related parties
i12
%
i10
%
Wen
Ho Industrial Co., Ltd
*
i11
%
Fuling Technology Co., Ltd.
i24
%
i21
%
*Amounts
payable represented less than 10% of total accounts payable
No customer accounted for more than 10 percent of sales for the three and six months ended June 30, 2022 and 2021, respectively. No customer accounted for more than 10 percent of accounts receivable as of June 30, 2022 and December 31, 2021.
i
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.
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. 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 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.
The Company has financial instruments classified within the fair value hierarchy, which consist of the following:
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
•At June 30, 2022 and December 31, 2021, the Company has a money market account, classified as Level 1 within the fair value hierarchy, and reported as a current asset on the condensed consolidated balance sheets.
•At December 31, 2021, the Company had an interest rate swap that met the definition of a derivative, classified as Level 2 within the fair value hierarchy, and reported as other
liabilities on the condensed consolidated balance sheet. The fair value of interest rate swap was calculated using pricing models that will use volatility to quantify the probability of changes around interest rate trends. This interest rate swap was terminated in June 2022, as further discussed in Note 10 — Interest Rate Swaps.
i
The following table summarizes the Company’s
fair value measurements by level at June 30, 2022 for the assets measured at fair value on a recurring basis (in thousands):
The
following table summarizes the Company’s fair value measurements by level at December 31, 2021 for the assets and liabilities measured at fair value on a recurring basis (in thousands):
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 and other liabilities, other payable 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 and other liabilities and other payable at June 30, 2022 and December 31, 2021, approximate fair value because
of the short maturity of these instruments. The carrying amount of the Company's Line of Credit approximate fair value because the interest rate is variable in nature. For the $i21,580,000 term loan that the Company refinanced during the three months ended June 30, 2022, the carrying amount as of December 31, 2021
approximated fair value because the interest rate was variable in nature. For the $i28,700,000 term loan that the Company entered into in June 2022, the carrying amount as of June 30, 2022 approximated the fair value because of the short duration elapsed between the loan effective date and June 30, 2022. iThe
following is a summary of the carrying amount and estimated fair value of the $i23,000,000 term loan that matures September 30, 2026 (in thousands): /
The fair value of these financial instruments was determined using Level 2 inputs.
iForeign 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 gain on foreign currency transactions of $i850,000 and a loss $i119,000
for the three months ended June 30, 2022 and 2021, respectively. The Company recorded a gain on foreign currency transactions of $i983,000 and a loss $i284,000
for the six months ended June 30, 2022 and 2021, respectively.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
i
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 fair value of share-based payment awards is estimated on the grant-date using the Black-Scholes option pricing model for stock options, and the closing price of the Company's common stock on the trading day immediately prior to
the grant date for restricted stock units. Key input assumptions used in the Black-Scholes option pricing model to estimate the grant date fair value of stock options include the fair value of the Company’s common stock, the expected option term, the expected volatility of the Company’s stock over the option’s expected term, the risk-free interest rate, and the Company’s expected annual dividend yield.
The risk-free interest rate assumption for options granted under the 2019 Stock Incentive Plan (the "Plan") is based upon observed interest rates on the United States government securities appropriate for the expected term of the
Company’s stock options.
The expected term of employee stock options under the Plan represents the weighted-average period that the stock options are expected to remain outstanding. The expected term of options granted is calculated based on the “simplified method,” which estimates the expected term based on the average of the vesting period and contractual term of the stock option.
The Company determines the expected volatility assumption using the frequency of daily historical prices of comparable public company’s common stock for a period equal to the expected term of the options.
The dividend yield assumption for options granted under the Plan is based on the
Company’s history and expectation of dividend payouts.
Stock-based compensation expense is based on awards that ultimately vest. Forfeitures are accounted for as they occur. The Company has elected to treat stock-based payment awards with graded vesting schedules and time-based service conditions as separate awards and recognizes stock-based compensation expense over the requisite service period using the graded vesting attribution method.
The determination of stock-based compensation is inherently uncertain and subjective and involves the application of valuation models and assumptions requiring the use of judgment. If the Company had made different assumptions, its stock-based compensation expense, and
its net income could have been significantly different.
i
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 have 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 February 2016, the FASB issued ASU 2016-2 (Topic 842), “Leases”. This ASU amends a number of aspects of lease accounting, including requiring lessees to recognize operating leases with a term greater than one year on their balance sheet as a right-of-use asset and corresponding lease liability, measured
at the present value of the lease payments. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, and early adoption is permitted. The FASB subsequently issued ASU 2018-11 (Topic 842), “Leases: Targeted Improvements” which amends ASC 842 in two important areas, including (i) allowing lessors to combine lease and associated nonlease components by class of underlying asset in contracts that meet certain criteria and, (ii) provides entities with an optional method for adopting the new leasing guidance by recognizing a cumulative-effect adjustment to the opening balance of the retained earnings, and not to restate the comparative periods presented at the adoption date. The effective date for ASC 842 for public business entities is annual reporting periods
beginning after December 15, 2018. The effective date for all other entities is annual reporting periods beginning after December 15, 2021. The Company will adopt the new standard in annual reporting period beginning after December 15, 2021, and is currently assessing the impact of this standard on the Company’s consolidated financial statements.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
In June 2016, the FASB issued ASU 2016-13 “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” which adds to U.S. GAAP an impairment model known as the current expected credit loss (CECL) model that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely recognition of such losses. The ASU is also intended to reduce the complexity of U.S. GAAP by decreasing the number of credit impairment models that entities use to account for debt instruments. The ASU is effective for fiscal years beginning after December
15, 2019, including interim periods within those fiscal years for public business entities that are U.S. Securities and Exchange Commission (SEC) filers. For all other public business entities, the ASU is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. For all other entities, the ASU is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted beginning after December 15, 2018, including interim periods within those fiscal years. The FASB subsequently issued ASU 2019-10 (Topic 326), “Financial Instruments-Credit Losses: Effective Dates” which amends the effective date for SEC filers that are eligible to be ‘smaller reporting
companies’, non-SEC filers and all other companies, including not-for-profit companies and employee benefit plans. For calendar-year end companies that are eligible for the deferral, the effective date is January 1, 2023. The Company will adopt the new standard in annual reporting period beginning after January 1, 2023, and is currently assessing the impact of this standard on the Company’s consolidated financial statements.
In March 2020, the FASB issued ASU 2020-3 “Codification Improvements to Financial Instruments”. The guidance in this ASU clarifies the requirement for all entities to provide the fair value
option disclosures in paragraphs 825-10-50-24 through 50-32 of the FASB’s ASC. The guidance also clarifies that the contractual term of a net investment in a lease determined in accordance with ASC 842, “Leases”, should be the contractual term used to measure expected credit losses under ASC 326, “Financial Instruments — Credit Losses”. This ASU is effective upon adoption of the amendments in ASU 2016-13. Early adoption is not permitted before an entity’s adoption of ASU 2016-13.
3.iAcquisitions
Pacific
Cup, Inc.
On March 1, 2021, Lollicup entered into an asset purchase agreement (the “Pacific Cup Agreement”) with Pacific Cup, Inc. (“Pacific Cup”), a manufacturer and distributor of disposable products operating in Kapolei, Hawaii. Pursuant to the Pacific Cup Agreement, Lollicup paid cash consideration of $i1,000,000 to acquire certain assets of Pacific Cup. Acquisition-related costs were immaterial. The amounts of revenue and earnings of the acquiree
since the acquisition date is included in the condensed consolidated statement of income for the reporting periods, and is not significant for the period from March 1, 2021 to June 30, 2021.
The goodwill recognized in this transaction was derived from expected opportunities to leverage Pacific Cup’s customer base, manufacturing facility, and sales force to expand the Company’s footprint. Goodwill recognized as a result of this acquisition is deductible for income tax purposes, and subject to annual impairment testing, which may give rise to deferred taxes in future periods.
i
The
following table summarizes the final valuation of assets acquired as a result of this acquisition:
(in thousands)
Inventories
$
i153
Property
and equipment
i50
Customer relationships
i400
Goodwill
i397
Total
assets acquired
$
i1,000
/
4. iJoint
Venture
On April 6, 2022, Lollicup entered into a definitive joint venture agreement (the “JV Agreement”) with Happiness Moon Co., Ltd., a Taiwanese company, to jointly establish Green Earth Technology (“Green Earth”), a new Taiwanese corporation, for the manufacturing of compostable foodservice products from bagasse. The JV Agreement stipulated an investment by the Company of approximately $i6,500,000
for a i49% interest in Green Earth.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
As
of June 30, 2022, the incorporation of Green Earth had not been completed. Lollicup invested a total of $i4,000,000 pursuant to the JV Agreement during the three months ended June 30, 2022, which was included in deposits on the accompanying condensed consolidated balance sheet.
Depreciation
and amortization expense were $i2,558,000 and $i2,472,000 for the three months ended June 30, 2022 and 2021, respectively. Depreciation
and amortization expense were $i5,135,000 and $i4,936,000 for the six months ended June 30, 2022 and 2021, respectively. Depreciation
and amortization expense are 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 condensed consolidated statements of income.
7. iLine 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 $i40,000,000 (the “Line of Credit”). The Line of Credit also includes a standby letter of credit sublimit. The Line of Credit was secured by the Company’s assets and guaranteed
by the Company’s stockholders. 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.
On October 6, 2021, the Company amended the Loan Agreement. Prior to October 6, 2021, interest accrued at an annual rate of prime less i0.25%
with a minimum floor of i3.75%, and the amount that could be borrowed was subject to a borrowing base that was calculated as a percentage of the accounts receivable and inventory balances measured monthly. Additionally, the Company was required to comply with certain financial covenants, including a minimum current ratio,
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
minimum tangible net worth, minimum debt service coverage ratio, and minimum debt to earnings before interest, taxes, depreciation and amortization (“EBITDA”) ratio.
The amendment on October 6, 2021, among other things, (1) extended the maturity date to October 6, 2023, (2) revised the interest on any line of credit borrowings to an annual rate of prime less i0.25%,
with a minimum floor of i3.25%, (3) removed the requirement for the maximum amount of borrowings to be subject to a borrowing base requirement that was calculated as a percentage of accounts receivable and inventory balances, (4) removed the minimum tangible net worth and minimum debt service coverage ratio from the financial covenant requirement, and (5) added a minimum fixed charge coverage ratio in the financial covenant requirement.
As of June 30, 2022, the maximum remaining amount that could be borrowed under the Line
of Credit was $i28,400,000. The Company had $i11,600,000 of borrowings
outstanding under the Line of Credit bearing an interest rate of i4.5% per annum as of June 30, 2022. The Company had $i0
of borrowings outstanding under the Line of Credit as of December 31, 2021. The amount issued under the standby letter of credit was $ii0/
as of both June 30, 2022 and December 31, 2021. As of both June 30, 2022 and December 31, 2021, the Company was in compliance with the financial covenants under the Line of Credit.
8. iAccrued
Expenses
i
The following table summarizes information related to accrued expense liabilities:
A $i23,000,000 term loan that matures September 30, 2026, with an initial balance of $i16,115,000
and an option to request for additional advances up to a maximum of $i6,885,000 through September 2022, which the Company exercised in February 2022. Interest accrues at a fixed rate of i3.5%
per annum. Principal and interest payments of $i116,000 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.
$
i22,465
$
i15,909
A
$i21,580,000 term loan ("2029 Loan") that was set to mature in May 2029. Interest accrued at prime rate less i0.25% (i3.00%
at December 31, 2021) and principal payments ranging from $i24,000 to $i40,000 along with interest
were due monthly throughout the term of the loan, with the remaining principal balance due at maturity. The loan was collateralized by substantially all of the Company’s and Global Well’s assets and was guaranteed by the Company and its stockholders. The Company incurred debt issuance costs of approximately $i119,000,
which was reported as a reduction of the carrying value of debt on the accompanying consolidated balance sheet. This loan was refinanced in June 2022 (see below).
ii—/
$
ii20,808/
A
$i28,700,000 term loan ("2027 Loan") that matures July 1, 2027, with an initial balance of $i20,700,000
and an option to request for additional advances up to a maximum of $i8,000,000 through June 30, 2023. Interest accrues at a fixed rate of i4.375%
per annum. Principal and interest payments of $i104,000 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 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.
i20,700
i—
Long-term
debt
i43,165
i36,717
Less:
unamortized loan fees
(i239)
(i200)
Less:
current portion
(i910)
(i1,178)
Long-term
debt, net of current portion
$
i42,016
$
i35,339
/i
At
June 30, 2022, future maturities are (in thousands):
2022 (remainder)
$
i434
2023
i957
2024
i990
2025
i1,040
2026
i20,653
Thereafter
i19,091
Total
$
i43,165
/
The
Company's refinance of the 2029 Loan with the 2027 Loan in June 2022 was accounted for as a debt modification. The Company was in compliance with all of its financial covenants as of both June 30, 2022 and December 31, 2021.
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)
10. iInterest Rate Swaps
In June 2022, Global Wells terminated its iten-year
floating-to-fixed interest rate swap, and recognized cash proceeds of $i825,000 as gain on the settlement, which was included in interest income in the accompanying condensed consolidated statements of income. This interest rate swap had a notional value of $i21,580,000
as of the effective date ofJune 13, 2019 based on the prime rate versus a i5.05% fixed rate. As of December 31, 2021, the fair value of the interest rate swap was $i1,334,000,
which is reported as other liabilities in the accompanying condensed consolidated balance sheet. For the three months ended June 30, 2022 and 2021, Global Wells recognized $i847,000 (including the gain on settlement) as interest income and $i382,000
as interest expense related to change in fair value of this interest rate swap, respectively. For the six months ended June 30, 2022 and 2021, Global Wells recognized $i2,159,000 (including the gain on settlement) and $i900,000
as interest income related to change in fair value of this interest rate swap, respectively.
In June 2019, the Company also entered into a ifive-year floating-to-fixed interest-rate swap, with an effective date of June 3, 2019, that was based on the prime rate versus i5.19%
fixed rate. The notional was $i10,000,000 as of June 2019. For the three months ended and six months ended June 30, 2021, the Company recognized approximately $i6,000
and $i47,000, respectively, in interest income related to change in fair value of this interest rate swap. In April 2021, the Company terminated this interest rate swap, recognizing $i196,000
in swap termination fee, which was included in interest income in the condensed consolidated statements of income for the three and six months ended June 30, 2021.
11. iStock-based Compensation
In January 2019, the
Company’s Board of Directors adopted the 2019 Stock Incentive Plan (the “Plan”). A total of i2,000,000 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 i110%
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 iten 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 ifive years from the date of the grant.
As of June 30, 2022, a total of i1,297,350
shares of common stock was available for further award grants under the Plan. For the three months ended June 30, 2022 and 2021, the Company recognized a total of $i0.6 million and $i0.2
million in stock-based compensation expense, respectively. For the six months ended June 30, 2022 and 2021, the Company recognized a total of $i1.2 million and $i0.2
million in stock-based compensation expense, respectively. The restricted stock units and stock options granted prior to April 15, 2021 were subjected to vesting conditions contingent upon the closing of an initial public offering of the Company. Such awards began vesting on April 15, 2021 when the Company completed its initial public offering.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
The Company recognizes stock-based compensation over the vesting period, which is generally ii3/
years for both the restricted stock units and stock options.
Stock Options
i
A summary of the Company’s stock option activity under the Plan for the period ended June 30, 2022 is as follows:
Number
of Options
Weighted- Average Exercise Price
Weighted- Average Remaining Contract Life (In Years)
The
weighted-average grant date fair-value of the stock options granted for the six months ended June 30, 2022 was $i16.53 per share. At June 30, 2022, total remaining stock-based compensation expense for unvested stock options is approximately $i1.4
million. The cost is expected to be recognized over a weighted-average period of i1.6 years.
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 June 30,
2022, multiplied by the number of shares per each option.
i
The assumptions that were used to calculate the grant date fair value of the Company’s stock option grants for the six months ended June 30, 2022 were as follows:
The Company issued restricted stock units to employees of the Company. The following table summarizes the unvested restricted stock units for the period ended June 30, 2022:
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
At June 30, 2022, total remaining stock-based compensation expense for unvested restricted stock units is approximately $i0.7
million. The cost is expected to be recognized over a weighted-average period of i1.1 years.
12. iEarnings
Per Share
(a)Basic
i
Basic earnings per share is calculated by dividing the net income attributable to the Company for the period by the weighted average number of common shares outstanding during the related period.
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:
For
the three months ended June 30, 2022 and 2021, a total of i447,000 and i144,000
shares of potentially dilutive shares, respectively, have been excluded in the diluted earnings per share calculation due to its anti-dilutive impact on earnings per share. For the six months ended June 30, 2022 and 2021, a total of i460,000 and i190,000
shares of potentially dilutive shares, respectively, have been excluded in the diluted earnings per share calculation due to its anti-dilutive impact on earnings per share.
13. iCommitments and Contingencies
Lease Commitments
The
Company leases its facilities under various operating leases expiring through 2031.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
iAt
June 30, 2022, approximate future minimum lease obligations are as follows:
(in thousands)
2022 (remainder)
$
i2,571
2023
i5,122
2024
i3,997
2025
i2,636
2026
i2,716
Thereafter
i2,420
Total
$
i19,462
For
the three months ended June 30, 2022 and 2021, rent expense included in operating expenses was $i1,070,000 and $i744,000,
respectively, and rent expenses included in cost of goods sold was $i245,000 and $i229,000, respectively. For the six months ended June 30, 2022
and 2021, rent expense included in operating expenses was $i1,714,000 and $i1,452,000, respectively, and rent expenses included in cost of goods
sold was $i505,000 and $i417,000, respectively.
In September 2020, Global Wells entered into an operating lease with an unrelated party as the landlord.
The lease generates monthly rental payments from $i58,000 to $i61,000 over the lease term of i38
months beginning September 9, 2020. Rental income for the three months ended June 30, 2022 and 2021 were $i238,000 and $i246,000,
respectively. Rental income for the six months ended June 30, 2022 and 2021 were $i476,000 and $i492,000,
respectively. The expected rental income is $i360,000 and $i611,000
for the remaining six months of the year ended December 31, 2022 and for the year ended December 31, 2023, respectively.
Contingencies
The Company is involved from time to time in certain legal actions and claims arising in the ordinary course of 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 operations.
14.
iRelated Party Transactions
Keary Global owns i250,004 shares of common stock as of June 30,
2022, which Keary Global acquired upon exercise of itwo 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 June 30, 2022 and December 31, 2021, the Company has accounts payable due to Keary Global and Keary International of $ii3,204,000/
and $ii2,003,000/, respectively.
Purchases for the three months ended June 30, 2022 and 2021 from this related party were $ii13,789,000/
and $ii13,645,000/, respectively. Purchases for the six months ended June
30, 2022 and 2021 from this related party were $ii25,715,000/
and $ii18,700,000/, respectively.
15.
iIncome Taxes
In determining the interim provision for income taxes, the Company uses the annual estimated effective tax rate applied to the actual year-to-date income and adds the tax effects of any discrete items in the reporting period in which they occur.
For the three months ended June 30, 2022 and 2021, the
Company's income tax expense was $i1.7 million and $i1.5 million, with effective tax rate of i19.5%
and i14.2%, respectively. For the six months ended June 30, 2022 and 2021, the Company's income tax expense was $i4.4
million and $i2.7 million, with effective tax rate of i22.6% and i18.1%,
respectively.
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 on a jurisdiction-by-jurisdiction basis. Based upon the level of historical taxable income, at this time, the Company determined that
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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.
The Company remains subject to IRS examination for the 2016 through 2021 tax years, and has received notice in February 2019 that it is under examination for years 2016 and 2017. Additionally, the Company files multiple state and local income tax returns and remains subject to examination in various of these jurisdictions, including California for the 2017 through
2021 tax years and South Carolina for the 2017 through 2020 tax years.
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 transition. The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated
statement of income. Accrued interest and penalties are included on the related tax liability line in the consolidated balance sheet. As of June 30, 2022, and December 31, 2021, the Company did not have any unrecognized tax benefit.
On March 27, 2020, the CARES Act was signed into law by the president. The CARES Act provides several favorable tax provisions. The Company evaluated the impacts of CARES Act and determined it currently has no material impact to the Company’s consolidated financial statements.
The
Taxpayer Certainty and Disaster Relief Act of 2020, enacted on December 27, 2020, added a temporary exception to the 50% limit (TCJA) on the amount that businesses may deduct for food or beverages. Beginning January 1, 2021, through December 31, 2022, the temporary exception allows a 100% deduction for food or beverages from restaurants. The Company evaluated the impacts and does not believe the Act has material impact to the income tax provision.
On March 10, 2021, the “American Rescue Plan Act of 2021” was signed into law by the president. The American Rescue Plan Act of 2021 provides several
tax provisions. The Company evaluated the impacts of the American Rescue Plan Act of 2021 and determined it has no material impact to the income tax provision.
16. iCOVID-19
Since COVID-19 was declared a global pandemic by
the World Health Organization, the Company’s business, operations and financial performance have been, and may continue to be, affected by the macroeconomic impacts resulting from the efforts to control the spread of COVID-19. The Company has enacted enhanced health and safety protocols, including sanitizing procedure and health checks, at its facilities to ensure the health and safety of the employees.
The raw material and labor shortage and supply chain and transportation disruptions caused by COVID-19 have adversely impacted the Company’s business including, among other things, raw materials inflation, elevated freight and shipping
costs and sometimes longer inventory lead time. The Company has evolved its operations to navigate such challenges, including the diversification of its supplier network, the adjustment of its inventory purchase pattern, and the continued focus on and investment in automation in its operations and its E-commerce platform.
The Company continues to focus on working capital management and the strength of its balance sheet. As of June 30, 2022, the Company had cash and cash equivalents of $i3.5 million,
additional availability of $i28.4 million under the Line of Credit, and working capital of $i96.7 million. Given its balance sheet and liquidity position, management believes that the
Company has the financial flexibility and resources needed to operate in the current uncertain economic environment. However, if global economic conditions worsen as a result of the pandemic, it could materially impact the Company’s liquidity position and capital needs.
The full extent to which COVID-19 impacts the Company’s business and financial results will depend on future developments that are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of the virus and the actions to contain its impact, the impacts of new variants of the virus, and the timing, distribution, efficacy and public acceptance of vaccines and other treatments for COVID-19.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
17. iSubsequent Events
Repayments on Line of Credit
From July 1 through August 11, 2022, the Company repaid $i4.6 million
on its Line of Credit, reducing its outstanding borrowing under the Line of Credit to $i7.0 million.
Item
2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and accompanying notes. This discussion and analysis contains “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements relate to expectations concerning matters that are not historical facts. For example, statements discussing, among other things, business strategies, growth strategies and initiatives, future revenues and future performance and expected costs and liabilities are
forward-looking statements. Such forward-looking statements may be identified by words such as “anticipates,”“believes,”“can,”“continue,”“could,”“estimates,”“expects,”“intends,”“may,”“plans,”“potential,”“predicts,”“remain,”“should,” or “will” or the negative of these terms or other comparable terminology. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expect and, therefore, you should not unduly rely on such statements. The risks and uncertainties that could cause those actual results to differ materially from those expressed or implied by these forward-looking statements include but are not limited to:
•fluctuations in the demand for our products in light
of changes in laws and regulations applicable to food and beverages and changes in consumer preferences;
•supply chain disruptions that could interrupt product manufacturing and increase product costs;
•our ability to source raw materials and navigate a shortage of available materials;
•our ability to compete successfully in our industry;
•the impact of earthquakes, fire, power outages, floods, pandemics and other catastrophic events, as well as the impact of any interruption by problems such as terrorism, cyberattacks, or failure of key information
technology systems;
•our ability to accurately forecast demand for our products or our results of operations;
•the impact of problems relating to delays or disruptions in the shipment of our goods through operational ports;
•our ability to expand into additional foodservice and geographic markets;
•our ability to successfully design and develop new products;
•fluctuations in freight carrier costs related to the shipment of our products
could have a material adverse impact on our results of operations;
•the effects of COVID-19 or other public health crises;
•our ability to attract and retain skilled personnel and senior management; and
•other risks and uncertainties described in “Risk Factors,” as discussed in Part 1, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021.
As used in this Quarterly Report on Form 10-Q, “we”, “us”, “our”, “Karat”, “the
Company” or “our Company” refer to Karat Packaging Inc., a Delaware corporation, and, unless the context requires otherwise, our operating subsidiaries. References to “Global Wells” or “our variable interest entity” refer to Global Wells Investment Group LLC, a Texas limited liability company and our consolidated variable interest entity, in which the Company has an equity interest and which is controlled by one of our stockholders. References to “Lollicup” refer to Lollicup USA Inc., a California corporation, our wholly-owned subsidiary.
Overview
We
are a rapidly-growing specialty distributor and select manufacturer of environmentally-friendly 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. Our products are available in plastic, paper, biopolymer-based and other compostable forms. 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.
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 broad product choices and customized offerings with short lead times. 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 diversified 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 and supported a superior margin profile.
We operate an approximately 500,000 square foot distribution center located in Rockwall, Texas, an approximately 300,000 square foot distribution center in Chino, California, and an approximately 76,000 square foot distribution center located in Kapolei, Hawaii. We have selected manufacturing capabilities in all of these facilities. In addition, we operate five other distribution centers located in Sumner, Washington; Summerville, South Carolina; Branchburg, New Jersey; Kapolei, Hawaii; and City of Industry, California. Our distribution centers are strategically located in proximity to major population centers, including the Los Angeles, Dallas, New York, Seattle, Atlanta and Honolulu metro areas.
We manage and evaluate our operations in one reportable segment.
Business
Highlights
•We achieved record quarterly revenues of $114.9 million during the three months ended June 30, 2022, which represents an increase of 21.5% compared to the three months ended June 30, 2021.
•We recorded net income of $7.2 million during the three months ended June 30, 2022, despite challenges posed by the commodity input cost inflation, supply chain disruption, and higher labor costs.
•We invested $4.0 million during the three months ended June 30, 2022 to establish a joint venture in Taiwan for the manufacturing of compostable foodservice products from bagasse
and currently expect manufacturing to start in the second half of 2022.
•We acquired over 4,000 new customers during the three months ended June 30, 2022, which consisted of customers through wholesale distribution and e-commerce direct-to-consumer channels.
•We generated consolidated Adjusted EBITDA, a non-GAAP measure defined below, of $11.8 million for the three months ended June 30, 2022, representing an increase of 14.6% compared to the three months ended June 30, 2021.
•We added 140,000 square feet of warehouse space in May 2022 in California, Hawaii and South Carolina and continued to make strategic investments
in our logistics and manufacturing infrastructure to enhance our operation efficiency and position the business for future growth.
•We completed the refinancing of a new term loan in June 2022, which provided increased liquidity, financial flexibility and improved pricing.
The
following trends have contributed to the results of our operations, and we anticipate that they will continue to affect our future results:
•There is a growing trend towards at home dining and mobility-oriented e-commerce, food delivery and take-out dining. We believe this trend will have a positive impact on our results of operations, as more of our customers will require packaging and containers to meet the demands of their increased food delivery and take-out dining consumers.
•Environmental concerns regarding disposable products broadly have resulted in a number of significant changes that are specific to the food-service industry, including regulations applicable to our customers. We believe this trend will have a positive long-lasting impact on our results of operations, as we expect there will be an increased demand for eco-friendly
and compostable single-use disposable products.
•Changes in freight carrier costs related to the shipment of our products, especially relating to overseas shipments. The freight and duty costs totaled $20.7 million during the three months ended June 30, 2022, which represented an increase of $10.9 million from the three months ended June 30, 2021 primarily due to the increase in ocean freight rates. We believe this trend can have either a positive or a negative impact on our results of operations in the future, depending on whether such freight costs increase or decrease.
•U.S. foreign trade policy continues to evolve, such as the imposition of tariffs on a number of imported food-service disposable products, including those imported from
China and other countries. We believe this trend will have either a positive or a negative impact on our results of operations, depending on whether we are able to source our raw materials or manufactured products from countries where tariffs have not been imposed by the current U.S. administration and whether the previously imposed tariffs are removed.
•Inflation and the cost of raw materials used to manufacture our products, including polyethylene terephthalate, or PET, plastic resin, aluminum and paper boards may continue to fluctuate. Since negotiated sales contracts and the market largely determine the pricing for our products, we are, at times, limited in our ability to raise prices and pass through any inflation to our costs. There can also be lags between cost inflation and the implementation of price
increases, which could negative impact our gross margin. We believe price fluctuations will have either a positive or a negative impact on our results of operations in the future, depending on whether raw material costs increase or decrease and whether we can successfully implement price increases to pass on inflation.
•Supplier chain disruptions could have a long-lasting impact on our operations and financial results. We believe this trend will have either a positive or a negative impact on our results of operations, depending on whether we are able to navigate the challenging environment and adjust our operating models effectively, including the accurate forecast of demand, the successful procurement of raw materials and products and the effective management of our inventory, production and distribution.
•Fluctuations in foreign currency
exchange rates could impact either positively or negatively various aspects of our business activities, including but not limited to our purchasing power and capacity to source inventory.
COVID-19 Update
Information regarding COVID-19 update is contained in Note 16 — COVID-19 in the Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
The following discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with US GAAP. The preparation of these financial statements in accordance with US GAAP requires us to make estimates and judgments.
There have been no material changes in our critical accounting policies, or in the estimates and assumptions underlying those policies, from those described under the heading “Critical Accounting Policies and Estimates” in Item 7 of Part II of our 2021 Form 10-K filed on March
31, 2022.
Net sales were $114.9 million for the three
months ended June 30, 2022 compared to $94.5 million for the three months ended June 30, 2021, an increase of $20.4 million, or 21.5%. The increase in net sales was driven by an increase of $15.4 million in product sales to our existing customers, as we continue to grow wallet share with existing customers, and incremental net sales of $5.0 million from more than 4,000 new customers in the three months ended June 30, 2022. Of the total net sales increase of $20.4 million compared to the three months ended June 30, 2021, $18.9 million was attributable to price increases due to the passthrough of inflation, $0.3 million was related to the increase in volume and changes in product mix as compared to strong prior year volumes due to post-COVID re-openings,
and $0.9 million was a result of an increase in logistic services and shipping revenue.
Cost of goods sold
Cost of goods was $80.9 million for the three months ended June 30, 2022 compared to $66.4 million for the three months ended June 30, 2021, an increase of $14.5 million, or 21.8%. The increase in cost of goods sold was primarily due to an increase of $10.9 million in freight and duty costs to acquire inventory from overseas as a result of elevated ocean freight rates and an increase of $3.1 million in product costs driven by the general increase in raw materials and labor costs partially offset by efficiencies and productivity improvements realized and the favorable foreign currency exchange rate impact from the strengthening of the US
Dollar against Taiwan New Dollar.
Gross profit
Gross profit was $34.0 million for the three months ended June 30, 2022 compared to $28.1 million for the three months ended June 30, 2021, an increase of $5.9 million, or 20.9%. Gross margin was 29.6% for the three months ended June 30, 2022 compared to 29.7% for the three months ended June 30, 2021. Despite the higher freight and duty costs, which as a percentage of net sales increased from 10.3% in three months ended June 30, 2021 to 18.0% in three months ended June 30, 2022, gross margin remained relatively consistent between the two periods
primarily due to margin expanding factors including shift to higher margin products such as environmentally-friendly items, price increases to pass through the increased product costs, favorable foreign currency exchange rate and improved operating efficiencies and leverage.
Operating expenses for the three months ended June 30, 2022 were $26.2 million compared to $21.2 million for the three months ended June
30, 2021, an increase of $4.9 million, or 23.2%. The increase was primarily due to an increase of $2.0 million in shipping and transportation costs to transfer inventory among our warehouses and to deliver products to our customers, an increase of $1.6 million in payroll-related costs due to workforce expansion and costs incurred for temporary labor to cover COVID-19 related illness, an increase of $0.5 million in rental expense as we expanded our distribution network, an increase of $0.4 million in bad debt expense, and an increase of $0.3 million in stock-based compensation expense.
Operating income
Operating income for the three months ended June 30, 2022 was $7.8 million compared to $6.9 million for the three months ended June 30, 2021, an increase of $0.9 million, or 13.6%.
The increase was primarily due to an increase in gross profit of $5.9 million partially offset by the increase in operating expenses of $4.9 million.
Other income
Other income for the three months ended June 30, 2022 was $1.1 million, compared to $4.0 million for the three months ended June 30, 2021, a decrease of $2.9 million, or 71.5%. The $1.1 million other income for the three months ended June 30, 2022 consisted primarily of a gain on foreign currency transactions of $0.9 million and a net interest income of $0.2 million, which was made up of a gain related to the interest swap of $0.8 million partially offset by
interest expense on the Line of Credit and term loans totaling $0.6 million. The $4.0 million other income for the three months ended June 30, 2021 consisted primarily of gain on forgiveness of the Paycheck Protection Program (PPP) loan of $5.0 million partially offset by interest expense of $1.1 million, which was made up of the change in the interest swap fair value of $0.4 million and interest expense on the Line of Credit and term loans totaling $0.7 million.
Provision for income taxes
Provision for income taxes was $1.7 million and $1.5 million for the three months ended June 30, 2022 and 2021, respectively. The
Company’s effective tax rate for the three months ended June 30, 2022 and 2021was 19.5% and 14.2%, respectively. The effective tax rate was lower for the three months ended June 30, 2021 primarily due to the gain on forgiveness of the PPP loan of $5.0 million, which was a discrete item not presented in the three months ended June 30, 2022.
Net income
Net income for the three months ended June 30, 2022was $7.2 million, compared
to $9.3 million for the three months ended June 30, 2021, a decrease of $2.1 million, or 22.9%. The decrease was primarily driven by a decrease in other income of $2.9 million and an increase in the provision for income taxes of $0.2 million, partially offset by an increase in operating income of $0.9 million, as discussed above.
Net sales were $220.3 million for the six months ended June 30, 2022 compared to $170.2 million for the six months ended June 30, 2021,
an increase of $50.1 million, or 29.4%. The increase in net sales was primarily driven by an increase of $41.6 million in product sales to our existing customers, as we continue to grow wallet share with existing customers, and incremental net sales of $8.5 million from more than 9,000 new customers in the six months ended June 30, 2022. Out of the total net sales increase of $50.1 million compared to six months ended June 30, 2022, $37.1 million was primarily attributable to price increases due to the passthrough of inflation, $10.1 million was primarily related to the increase in volume and change in product mix as compared to strong prior year volumes due to post-COVID re-openings, and $2.2 million as a result of an increase in logistic services and shipping revenue.
Cost of
goods sold
Cost of goods was $152.0 million for the six months ended June 30, 2022 compared to $120.5 million for the six months ended June 30, 2021, an increase of $31.6 million, or 26.2%. The increase in cost of goods sold was primarily due to an increase of $19.6 million in freight and duty costs to acquire inventory from overseas as a result of elevated ocean freight rates and an increase of $11.3 million in product costs driven by the general increase in raw materials and labor costs partially offset
by efficiencies and productivity improvements realized and the favorable foreign currency exchange rate impact from the strengthening of the US Dollar against Taiwan New Dollar.
Gross profit
Gross profit was $68.3 million for the six months ended June 30, 2022 compared to $49.7 million for the six months ended June 30, 2021, an increase of $18.5 million, or 37.3%. Gross profit margin was 31.0% for the six months ended June 30, 2022 compared to 29.2% for the six months ended June 30, 2021. The margin expansion resulted primarily
from the shift to higher margin products, such as our environmentally-friendly products, price increases to pass through the increased product costs, favorable foreign currency exchange rate impact from the strengthening of the US Dollar against Taiwan New Dollar, and improved operating efficiencies and fixed cost leverage. Such favorable impacts on the gross margin were partially offset by higher freight and duty costs, which as a percentage of net sales increased from 9.6% in six months ended June 30, 2021 to 16.3% in six months ended June 30, 2022.
Operating expenses
Operating expenses for the six months ended June 30, 2022 were $51.0 million compared to $39.1 million for the six months ended June
30, 2021, an increase of $11.9 million, or 30.4%. The increase was primarily due to an increase of $5.4 million in shipping and transportation costs to transfer inventory among our warehouses and to deliver products to our customers, an increase of $3.2 million in payroll-related costs due to workforce expansion and costs incurred for temporary labor to cover COVID-19 related illness, an increase of $0.8 million in rental expense as we expanded our distribution network, an increase of $0.6 million in production expenses due to higher repair and maintenance expense with increased manufacturing volume, an increase of $0.3 million in demurrage charges for containers at ports, an increase of $0.5 million in bad debt expense, and an increase of $0.9 million in stock-based compensation expense.
Operating income
Operating income for the six months ended June
30, 2022 was $17.3 million compared to $10.6 million the six months ended June 30, 2021, an increase of $6.7 million, or 62.5%. The increase was primarily due to an increase in gross profit of $18.5 million partially offset by the increase in operating expenses of $11.9 million.
Other income
Other income for the six months ended June 30, 2022 was $2.3 million, compared to $4.5 million for the six months ended June 30, 2021, a decrease of $2.2 million, or 49.3%. The $2.3 million other income for the six months ended June 30, 2022 consisted primarily of a gain on foreign currency transactions of $1.0 million and a net interest income of $1.1 million, which was made up of a gain associated
with the interest swap of $2.2 million partially offset by interest expense on the Line of Credit and term loans totaling $1.1 million. The $4.5 million other income for the six months ended June 30, 2021 consisted primarily of gain on forgiveness of the PPP loan of $5.0 million partially offset by interest expense of $0.9 million, which represented interest expense on the Line of Credit and term loans totaling $1.8 million partially offset by the change in the interest swap fair value of $0.9 million.
Provision for income taxes
Provision for income taxes was $4.4 million and $2.7 million for the six months ended June 30, 2022 and 2021, respectively.
The Company’s effective tax rate for the six months ended June 30, 2022 and 2021was 22.6% and 18.1%, respectively. The effective tax rate was lower for the six months ended June 30, 2021, primarily due to the gain on forgiveness of the PPP loan of $5.0 million, which was a discrete item not presented in the six months ended June 30, 2022.
Net income
Net income for the
six months ended June 30, 2022was $15.1 million compared to $12.4 million for the six months ended June 30, 2021, an increase of $2.8 million, or 22.2%. The increase was primarily driven by an increase in operating income of $6.7 million offset by a decrease in other income of $2.2 million and an increase in the provision for income taxes of approximately $1.7 million, as discussed above.
We use certain non-GAAP financial measures to assess our financial and operating performance that are not defined by, or calculated in accordance with US GAAP. A non-GAAP financial measure is defined as a numerical measure of a company’s financial performance that (i) excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the comparable measure calculated and presented in accordance with US GAAP in the Consolidated Statements of Income; or (ii) includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the comparable measure so calculated and presented.
Our primary non-GAAP financial measures
are listed below and reflect how we evaluate our operating results.
Adjusted EBITDA and Adjusted EBITDA Margin
Adjusted EBITDA is a financial measure, which beginning in the fourth quarter of fiscal 2021, is calculated as net income excluding (i) interest (income) expense, net, (ii) provision for income taxes, (iii) depreciation and amortization, (iv) IPO related expenses, (v) stock-based compensation expense and (vi) gain on forgiveness of debt. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by revenue. The prior period Adjusted EBITDA has been revised to conform to this definition.
We present Adjusted EBITDA and Adjusted EBITDA margin as supplemental measures of our financial performance. Adjusted EBITDA and Adjusted EBITDA margin assist management in assessing our core operating performance. We also believe these measures
provide investors with useful perspective on underlying business results and trends and facilitate a comparison of our performance from period to period.
Adjusted EBITDA and Adjusted EBITDA margin should not be considered in isolation or as alternatives to net income or cash flows from operating activities and net income margin or other measures determined in accordance with GAAP. Also, Adjusted EBITDA and Adjusted EBITDA margin are not necessarily comparable to similarly titled measures presented by other companies.
Set forth below is a reconciliation of net income to Adjusted EBITDA and net income margin to Adjusted EBITDA margin.
Our primary sources of liquidity are cash provided by operations, borrowings under our line of credit with the Hanmi Bank (the “Line of Credit”) and promissory notes, and during the year ended December 31, 2021, net proceeds of our IPO offering totaling $67.6 million. On an annual basis, we have typically generated positive cash flows from operations. Our ability to generate positive cash flow from operations in the future will be, at least in part, dependent on global economic conditions and ability to navigate challenging macro environment at times.
The Line of Credit
is available for working capital and general corporate purposes, and consists of a $40.0 million revolving loan facility, which also includes a standby letter of credit sublimit. The Line of Credit was secured by our assets and guaranteed by our stockholders. We are not required to pay a commitment (unused) fee on the undrawn portion of the Line of Credit and interest is payable monthly.
As described in Note 9 — Long-Term Debt to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, on June 17, 2022, we entered into a $28.7 million term loan agreement which matures July 1, 2027 (the “2027 Term Loan”). The 2027 Term Loan has an initial balance of $20.7 million and an option to request for additional advances up to
a maximum of $8.0 million through June 30, 2023, which we have not exercised as of June 30, 2022. Interest accrues at a fixed rate of 4.375% per annum, and principal and interest payments of $0.1 million are due monthly throughout the term of the loan, with the remaining principal balance due at maturity. The 2027 Term 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. Proceeds from the 2027 Term Loan were used to pay down an existing term loan with the same lender, which was set to mature in May 2029 with interest accruing at prime rate less 0.25%, and had an outstanding
balance of $20.6 million as of the repayment date.
Additionally, as of June 30, 2022, we have a $23.0 million term loan that matures in September 30, 2026 (the “2026 Term Loan”). The 2026 Term Loan had an initial balance of $16.1 million and an option to request for additional advances up to a maximum of $6.9 million through September 2022, which we exercised in February 2022. Interest accrues at a fixed rate of 3.50% per annum. Principal and interest payments of $0.1 million 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 our stockholders. In accordance with the loan agreement, Global Wells is required to comply with certain financial covenants, including
a minimum debt service coverage ratio.
As of June 30, 2022, we were in compliance with the financial covenants under all of our loan agreements, and do not expect material uncertainties in our continued ability to be in compliance with all financial covenants through the remaining term of all of our loan agreements. As of June 30, 2022, we had $11.6 million in outstanding balance on the Line of Credit bearing an interest per annum of prime rate less 0.25% (4.5% as of June 30, 2022), $20.7 million in outstanding balance under the 2027 Term Loan, and $22.5 million in outstanding balance under the 2026 Term Loan.
As described in Note 4 — Joint Venture in the Notes to the Condensed Consolidated
Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, our joint venture agreement to build the factory in Taiwan requires significant investments. During the three months ended June 30, 2022, we made payments totaling $4.0 million towards this investment, and currently expect to make the remaining investment within the next 12 months. We currently believe our current cash, ongoing cash flows from our operations and funding available under our borrowings will be adequate to meet our working capital needs, service our debt, make lease payments, and fund for capital expenditures to further enhance our manufacturing and logistics infrastructure and our e-commerce platform for at least the next 12 months. We continue to explore other options to further expand our liquidity to support the business growth and enhance shareholder value.
Our ongoing
operations and growth strategy may require us to continue to make investments in our logistics and manufacturing infrastructure and our e-commerce platform. In addition, we may consider making strategic acquisitions and investments, which could require significant liquidity. The COVID-19 pandemic and the rapidly changing macroeconomic and geopolitical dynamics created significant uncertainty in the global economy and capital markets and long-lasting disruptions in the global supply chain, which could have long-lasting adverse effects beyond 2022. We currently believe that our cash on hand, ongoing cash flows from our operations and funding available under our borrowings will be adequate to meet our working capital needs, service our debt, make lease payments, and fund for capital expenditures to further enhance our manufacturing and logistics infrastructure and our e-commerce platform for at least the next 12 months.
Beyond the next 12 months, if we require additional capital resources to grow our business, either organically or through acquisition, we may seek to sell additional equity securities, increase use of the Line of Credit, and raise additional debt. The sale of additional equity securities or certain forms of debt financing could result in additional dilution to our stockholders. We may not be able to obtain financing arrangements in amounts or on terms acceptable to us in the future. In the event we are unable to obtain additional financing when needed, we may be compelled to delay or curtail our plans to develop our business, which could have a material adverse effect on our operations, market position and competitiveness. Notwithstanding the potential liquidity challenges described above, we expect to meet our
long-term liquidity needs with cash flows from operations and financing arrangements.
Liquidity Position
The following table summarizes total current assets, liabilities and working capital at June 30, 2022 compared to December 31, 2021:
As of June 30, 2022, we had a working capital of $96.7 million, as compared to working capital of $72.1 million at December 31, 2021, representing an increase of $24.6 million, or 34.1%. The improvement in working capital from December 31, 2021 was driven by an increase of $31.3 million in current assets, including an increase of $5.7 million in accounts receivable primarily resulting
from the sales growth during the quarter, and an increase in inventory of $27.0 million due to higher sales volume in the summer months. These improvements were partially offset by an increase of $6.6 million in current liabilities, mainly from an increase of $6.1 million in accounts payable and relate party payable primarily resulting from increased inventory purchase.
For additional information on financing entered into subsequent to June 30, 2022, see Note 17 — Subsequent Events in the Notes to the Condensed Consolidated Financial Statements included in this Quarter Report on Form 10-Q.
Cash Flows
The following table summarizes
cash flow for the six months ended June 30, 2022 and 2021:
Cash flows used in operating activities. For the six months ended June 30, 2022, net cash used in operating activities was $7.7 million, primarily the result of net income of $15.1 million, adjusted for certain non-cash items totaling $5.8 million, consisting mainly of depreciation and amortization, adjustments to accounts receivable and inventory reserves, and stock-based compensation partially offset by the gain on the interest rate swaps. In addition, cash decreased $28.7 million, primarily as a result of changes in working capital, which
includes an increase of $27.5 million in inventory buildup to accommodate higher sales volume, an increase of $6.8 million in accounts receivable stemming from higher sales, and an increase in prepaid expense of $1.7 million, partially offset by an increase in account payable and accrual expense totaling $5.4 million, related party payable of $1.2 million, and credit card payable and customer deposit totaling $0.9 million. For the six months ended June 30, 2021, net cash provided by operating activities was $2.7 million, primarily as a result of net income of $12.4 million, adjusted for certain non-cash items of an aggregate $1.0 million consisting of changes in fair value of interest rate swaps, gain on
forgiveness of debt, and depreciation and amortization, partially offset by a decrease in cash of $14.1 million due to changes in working capital.
Cash flows used in investing activities. Net cash used in investing activities for six months ended June 30, 2022 was $12.4 million, which included the purchase of manufacturing equipment for our facilities totaling $1.6 million, deposits paid for additional manufacturing equipment of $7.6 million, and investment pursuant to the JV Agreement of $4.0 million. Net cash used in investing activities for six months ended June 30, 2021 was $4.8 million, which
consisted of the purchase of manufacturing equipment for our Texas facility totaling $1.0 million, deposits paid for additional manufacturing equipment of $3.0 million, and cash paid of $0.9 million for our acquisition of Pacific Cup.
Cash flows provided by financing activities. Net cash provided by financing activities for the six months ended June 30, 2022 was $17.1 million, which included primarily net borrowings of $11.6 million under the Line of Credit, an additional borrowing under the 2026 Term Loan of $6.9 million, and a borrowing under the 2027 Term Loan of $20.6 million, partially offset by $21.1 million term loan repayments, and noncontrolling interest tax withholding payment of $0.9 million. Net cash provided by financing activities for the six months ended June 30, 2021 was $14.8 million,
which primarily consisted of net proceeds from issuance of common stock in connection with our initial public offering of $67.6 million, partially offset by net payments on the Line of Credit of $29.9 million and payments under the term loans of $22.7 million.
Related Party Transactions
For a description of significant related party transactions, see Note 14 — Related Party Transactions in the Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Recent Accounting Pronouncements
Information
regarding recent accounting pronouncements is contained in Note 2 — Summary of Significant Accounting Policies in the Notes to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Item 3.Quantitative and Qualitative Disclosure About Market Risk
This item is not applicable as we are currently considered a smaller reporting company.
Item 4.Controls and Procedures
Evaluation of Disclosure Controls and
Procedures
In connection with the preparation of this Quarterly Report on Form 10-Q, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2022. Based on this evaluation, management concluded that certain material weaknesses in our internal control over financial reporting identified in our Annual Report on Form 10-K for the year ended December 31, 2021 were under ongoing remediation and therefore continued to exist, and as such, our disclosure controls and procedures were not effective as of June 30, 2022 for the following reasons:
Control
Environment, Risk Assessment
Management did not maintain appropriately designed entity-level controls impacting the control environment and risk assessment procedures to prevent or detect material misstatements to the consolidated financial statements. These deficiencies were attributed to: (i) lack of structure and responsibility, insufficient number of qualified resources and inadequate oversight and accountability over the performance of controls, including retention of control evidence, and (ii) ineffective identification and assessment of risks impacting internal control over financial reporting.
Control Activities and Information and Communication
These material weaknesses contributed to the following additional material weaknesses within certain
business processes and the information technology environment:
•Management did not design and implement controls over the completeness and accuracy of underlying data
used in the operation of certain controls within its financial reporting process.
•Management did not design and implement review controls at a sufficient precision level to detect a material misstatement in financial statement areas including income taxes, valuation of accounts receivable, and valuation of inventory.
As set forth below, management has taken and will continue to take steps to remediate the control deficiencies identified above. Notwithstanding such control deficiencies, management concludes that the financial statements included in this report fairly represent, in all material aspects, our financial condition, results of operations and cash flows for the periods presented.
Management’s Remediation Plan
As reported in the Annual Report on Form 10-K for the year ended December 31, 2021, we are engaged in remedial actions in response to the deficiencies discussed above, and we plan to continue efforts underway to improve internal control over financial reporting.
The following remedial actions were implemented during the first three months of 2022 to remediate the material weakness related to the failure of management to design and maintain effective general controls over information systems that support the financial reporting process:
•We performed a thorough review of users’ access rights to our significant information technology systems and implemented restrictions to user access to allow for appropriate segregation of duties.
•We implemented a policy to restrict and monitor NetSuite user and access to financial applications and data to appropriate Company personnel.
In addition to the remediation of the material weakness described above, the following additional remedial actions were implemented during the first six months of 2022:
•We hired our new Chief Financial Officer in February 2022, who brings a strong background in accounting, financial reporting and business operations in the public company marketplace.
•We hired a Corporate Controller in June 2022, whose primary responsibilities include improving
the design, implementation, execution, and supervision of our internal controls.
•We adopted a process to identify and assess our disclosure controls and procedures, including the preparation of presentation and disclosure requirement checklists to be reviewed by management.
•Under the supervision of our Audit Committee, Chief Executive Officer and Chief Financial Officer, we initiated a project to implement a Sarbanes-Oxley compliance program under the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in its 2013 Internal Control – Integrated Framework. We are in the process of completing an enterprise risk assessment, establishing reporting objectives and material weakness remediation plan, and performing an internal
control design assessment.
•We engaged a third-party service provider to assist with the design and preparation of an internal controls compliance plan and perform testing of the effectiveness of internal controls.
•We provided extensive training to existing and new employees in order to enhance the level of communication and understanding of controls with personnel that provide key information and perform key roles.
•We added accounting and information technology employees with appropriate experience, certification, education and training to the organization to strengthen our internal accounting team, to provide oversight, structure and reporting
lines, and to provide additional review over our disclosures. We expect to continue evaluating our needs for additional personnel.
We are committed to continuing to improve our internal control processes and will continue to review, optimize and enhance our financial reporting controls and procedures. We believe the measures described above have strengthened our internal control over financial reporting, however, the remaining material weaknesses will not be considered remediated until a sustained
period of time has passed to allow for continued operation of the new controls and for management to test the operational effectiveness of the new controls. Testing is expected to continue during the year ending December 31, 2022 and will continue to provide an update on the status of our remediation activities on a quarterly basis.
Changes in Internal Control Over Financial Reporting
Other than the changes noted above to remediate the previously reported material weaknesses, there were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations
on Effectiveness of Controls and Procedures
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
