Report of Foreign Issuer (6-k)
December 28 2018 - 3:32PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2018
Commission File Number: 001-38206
TDH HOLDINGS, INC.
(Translation of registrant’s name
into English)
c/o Qingdao Tiandihui Foodstuffs Co.
Ltd., Room 1809,
Financial Square, 197 Shuangzhu Road,
Huangdao District, Qingdao, Shandong Province
People’s Republic of China
Tel: +86-532-8591-9267
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Indicate by check mark whether the registrant by furnishing
the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b)
under the Securities Exchange Act of 1934. Yes ☒ No ☐
If “Yes” is marked, indicate below the file number
assigned to the registrant in connection with Rule 12g3-2(b): 82-_______________.
EXPLANATORY NOTE
This Report of Foreign Private Issuer on
Form 6-K filed by TDH Holdings, Inc. (together with our subsidiaries, unless the context indicates otherwise, “we,”
“us,” “our,” or the “Company”) 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. These statements
relate to future events or the Company’s future financial performance. The Company has attempted to identify forward-looking
statements by terminology including “anticipates,” “believes,” “expects,” “can,”
“continue,” “could,” “estimates,” “intends,” “may,” “plans,”
“potential,” “predict,” “should” or “will” or the negative of these terms or other
comparable terminology. These statements are only predictions, uncertainties and other factors may cause the Company’s actual
results, levels of activity, performance or achievements to be materially different from any future results, levels or activity,
performance or achievements expressed or implied by these forward-looking statements. The information in this Report on Form 6-K
is not intended to project future performance of the Company. Although the Company believes that the expectations reflected in
the forward-looking statements are reasonable, the Company does not guarantee future results, levels of activity, performance or
achievements. The Company expectations are as of the date this Form 6-K is filed, and the Company does not intend to update any
of the forward-looking statements after the date this Report on Form 6-K is filed to confirm these statements to actual results,
unless required by law.
Index to
Unaudited Consolidated Interim Financial Statements
|
Page
|
|
|
Consolidated Balance Sheets as of June
30, 2018 (Unaudited) and December 31, 2017
|
2
|
|
|
Consolidated
Statements of Income (Loss) and Comprehensive Income (Loss) For The Six Months Ended June 30, 2018 and 2017
(Unaudited)
|
3
|
|
|
Consolidated Statements of Cash Flows
For The Six Months Ended June 30, 2018 and 2017 (Unaudited)
|
4
|
TDH HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
|
|
June 30,
|
|
|
December 31,
|
|
|
|
2018
|
|
|
2017
|
|
|
|
(Unaudited)
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
CURRENT ASSETS:
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
1,486,464
|
|
|
$
|
2,346,109
|
|
Restricted cash, current
|
|
|
1,037,824
|
|
|
|
797,668
|
|
Accounts receivable
|
|
|
1,726,107
|
|
|
|
1,932,924
|
|
Accounts receivable - related party
|
|
|
97,787
|
|
|
|
-
|
|
Advances to suppliers
|
|
|
384,610
|
|
|
|
633,554
|
|
Inventories
|
|
|
7,696,593
|
|
|
|
9,135,332
|
|
Due from related parties
|
|
|
283,334
|
|
|
|
361,961
|
|
Prepayments and other current assets
|
|
|
957,391
|
|
|
|
371,796
|
|
Total current assets
|
|
|
13,670,110
|
|
|
|
15,579,344
|
|
NON-CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
Restricted cash, non-current
|
|
|
500,000
|
|
|
|
500,000
|
|
Property, plant and equipment, net
|
|
|
3,358,909
|
|
|
|
3,520,373
|
|
Land use rights, net
|
|
|
204,899
|
|
|
|
211,023
|
|
Equity Investments
|
|
|
226,617
|
|
|
|
-
|
|
Deferred tax assets
|
|
|
872,510
|
|
|
|
-
|
|
Total non-current assets
|
|
|
5,162,935
|
|
|
|
4,231,396
|
|
Total assets
|
|
$
|
18,833,045
|
|
|
$
|
19,810,740
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
6,260,891
|
|
|
$
|
4,734,110
|
|
Accounts payable - related parties
|
|
|
134,175
|
|
|
|
152,298
|
|
Notes payable
|
|
|
1,807,950
|
|
|
|
1,377,106
|
|
Advances from customers
|
|
|
490,096
|
|
|
|
231,230
|
|
Advances from customers - related party
|
|
|
-
|
|
|
|
7,520
|
|
Short term loans
|
|
|
3,127,313
|
|
|
|
1,402,514
|
|
Taxes payable
|
|
|
13,331
|
|
|
|
13,562
|
|
Due to related parties
|
|
|
204,786
|
|
|
|
345,873
|
|
Other current liabilities
|
|
|
335,524
|
|
|
|
392,435
|
|
Total current liabilities
|
|
|
12,374,066
|
|
|
|
8,656,648
|
|
NON-CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
Deferred tax liabilities
|
|
|
-
|
|
|
|
5,810
|
|
Total liabilities
|
|
|
12,374,066
|
|
|
|
8,662,458
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
Common stock ($0.001 par value; 200,000,000 shares authorized; 9,423,750
shares issued and outstanding at June 30, 2018 and December 31, 2017)
|
|
|
9,424
|
|
|
|
9,424
|
|
Additional paid-in capital
|
|
|
9,947,084
|
|
|
|
9,947,084
|
|
Stock subscription receivable
|
|
|
-
|
|
|
|
(100,000
|
)
|
Statutory reserves
|
|
|
160,014
|
|
|
|
160,014
|
|
Retained earnings (deficit)(1)
|
|
|
(3,957,057
|
)
|
|
|
823,474
|
|
Accumulated other comprehensive income
|
|
|
299,723
|
|
|
|
308,286
|
|
Total TDH Holdings, Inc. stockholders’ equity
|
|
|
6,459,188
|
|
|
|
11,148,282
|
|
Noncontrolling interest
|
|
|
(209
|
)
|
|
|
-
|
|
Total equity
|
|
|
6,458,979
|
|
|
|
11,148,282
|
|
Total liabilities and equity
|
|
$
|
18,833,045
|
|
|
$
|
19,810,740
|
|
|
(1)
|
On January 1, 2018, the Company adopted ASC 606 Revenue
from Contracts with Customers using the modified retrospective method, which means that prior periods amount will be reported
on a historical basis and amounts for 2018 are reported on the new basis. Under the new accounting standard, the main impact to
the Company is that revenue generated from products sold to certain E-commerce platforms is recognized at the time products are
delivered rather than when the price is determined and mutually agreed upon between the Company and the E-commerce platforms,
usually at a later time after products delivery. The cumulative impact arising from the adoption was an increase to retained earnings
as of January 1, 2018 of approximately $0.05 million.
|
TDH HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
|
|
For The
Six Months
Ended
June 30,
2018
|
|
|
For The
Six Months
Ended
June 30,
2017
|
|
|
|
|
|
|
|
|
Net revenues
|
|
$
|
11,034,840
|
|
|
$
|
14,074,615
|
|
Net revenues - related parties
|
|
|
517,038
|
|
|
|
9,087
|
|
Total revenues
|
|
|
11,551,878
|
|
|
|
14,083,702
|
|
Cost of revenues
|
|
|
12,007,697
|
|
|
|
9,918,642
|
|
Cost of revenues - related parties
|
|
|
435,449
|
|
|
|
7,161
|
|
Gross profit
|
|
|
(891,268
|
)
|
|
|
4,157,899
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
Selling expense
|
|
|
2,404,158
|
|
|
|
2,130,758
|
|
General and administrative expense
|
|
|
1,476,634
|
|
|
|
905,693
|
|
Research and development expense
|
|
|
920,745
|
|
|
|
455,878
|
|
Total operating expenses
|
|
|
4,801,537
|
|
|
|
3,492,329
|
|
Income (loss) from operations
|
|
|
(5,692,805
|
)
|
|
|
665,570
|
|
Interest expense
|
|
|
(46,142
|
)
|
|
|
(46,814
|
)
|
Government subsidies
|
|
|
21,676
|
|
|
|
407
|
|
Other income
|
|
|
9,944
|
|
|
|
40,985
|
|
Other expenses
|
|
|
(34,629
|
)
|
|
|
(61,591
|
)
|
Total other expenses
|
|
|
(49,151
|
)
|
|
|
(67,013
|
)
|
Income (loss) before income taxes provision (benefit)
|
|
|
(5,741,956
|
)
|
|
|
598,557
|
|
Income tax provision (benefit)
|
|
|
(913,052
|
)
|
|
|
55,489
|
|
Net income (loss)
|
|
|
(4,828,904
|
)
|
|
|
543,068
|
|
Less: Net loss attributable to noncontrolling interest
|
|
|
(42
|
)
|
|
|
-
|
|
Net income (loss) attributable to TDH Holdings, Inc.
|
|
$
|
(4,828,862
|
)
|
|
$
|
543,068
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss)
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(4,828,904
|
)
|
|
$
|
543,068
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
|
|
(8,730
|
)
|
|
|
122,832
|
|
Total comprehensive income (loss)
|
|
|
(4,837,634
|
)
|
|
|
665,900
|
|
Less: Comprehensive loss attributable to noncontrolling interest
|
|
|
(209
|
)
|
|
|
-
|
|
Comprehensive income (loss) attributable to TDH Holdings, Inc.
|
|
$
|
(4,837,425
|
)
|
|
$
|
665,900
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per common share attributable to TDH Holdings, Inc.
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(0.51
|
)
|
|
$
|
0.07
|
|
Diluted
|
|
$
|
(0.51
|
)
|
|
$
|
0.07
|
|
Weighted average common shares outstanding
|
|
|
|
|
|
|
|
|
Basic
|
|
|
9,423,750
|
|
|
|
7,900,000
|
|
Diluted
|
|
|
9,423,750
|
|
|
|
7,900,000
|
|
TDH HOLDINGS,
INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS
OF CASH FLOWS
(Unaudited)
|
|
For the
six months
ended
|
|
|
For the
six months
ended
|
|
|
|
June
30,
2018
|
|
|
June
30,
2017
|
|
|
|
|
|
|
|
|
CASH FLOWS
FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(4,828,904
|
)
|
|
$
|
543,068
|
|
Adjustments to reconcile net
income to net cash used in operating activities
|
|
|
|
|
|
|
|
|
Depreciation and amortization expense
|
|
|
189,571
|
|
|
|
174,663
|
|
Deferred income tax asset
|
|
|
(913,052
|
)
|
|
|
-
|
|
Deferred income tax liability
|
|
|
-
|
|
|
|
(1,174
|
)
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
436,165
|
|
|
|
(629,097
|
)
|
Accounts receivable - related party
|
|
|
(101,665
|
)
|
|
|
-
|
|
Inventories
|
|
|
1,152,362
|
|
|
|
(3,109,155
|
)
|
Due to related party
|
|
|
9,424
|
|
|
|
-
|
|
Advances to suppliers
|
|
|
247,602
|
|
|
|
127,546
|
|
Prepayments and other current assets
|
|
|
(640,101
|
)
|
|
|
(201,707
|
)
|
Accounts payable
|
|
|
1,740,043
|
|
|
|
2,929,702
|
|
Accounts payable - related parties
|
|
|
(16,146
|
)
|
|
|
-
|
|
Notes payable
|
|
|
472,309
|
|
|
|
(568,785
|
)
|
Taxes payable
|
|
|
(782
|
)
|
|
|
39,846
|
|
Advances from customers
|
|
|
273,226
|
|
|
|
(469,522
|
)
|
Advances from customer - related party
|
|
|
(7,685
|
)
|
|
|
-
|
|
Other current liabilities
|
|
|
(52,402
|
)
|
|
|
37,928
|
|
|
|
|
|
|
|
|
|
|
NET
CASH USED IN OPERATING ACTIVITIES
|
|
$
|
(2,040,035
|
)
|
|
$
|
(1,126,687
|
)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS
FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Payments to acquire property, plant and equipment
|
|
|
(59,603
|
)
|
|
|
(28,730
|
)
|
Loans to related parties
|
|
|
(236,388
|
)
|
|
|
(1,225,765
|
)
|
Repayment from related parties
|
|
|
254,902
|
|
|
|
-
|
|
Payments for equity
investments
|
|
|
(235,605
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
NET
CASH USD IN INVESTING ACTIVITIES(2)
|
|
$
|
(276,694
|
)
|
|
$
|
(1,254,495
|
)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS
FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Collection of stock subscription receivable
|
|
|
100,000
|
|
|
|
644,970
|
|
Proceeds from related parties
|
|
|
4,665
|
|
|
|
1,736,158
|
|
Repayments to related parties
|
|
|
(188,484
|
)
|
|
|
(676,957
|
)
|
Proceeds from short term loans
|
|
|
2,133,269
|
|
|
|
1,008,076
|
|
Repayments of short
term loans
|
|
|
(314,139
|
)
|
|
|
(1,169,430
|
)
|
|
|
|
|
|
|
|
|
|
NET
CASH PROVIDED BY FINANCING ACTIVITIES
|
|
$
|
1,735,311
|
|
|
$
|
1,542,817
|
|
|
|
|
|
|
|
|
|
|
Effects on changes in foreign
exchange rate
|
|
|
(38,071
|
)
|
|
|
34,820
|
|
Net change in cash, cash equivalents,
and restricted cash
|
|
|
(619,489
|
)
|
|
|
(803,545
|
)
|
Cash, cash equivalents, and
restricted cash - beginning of the period
|
|
|
3,643,777
|
|
|
|
1,852,223
|
|
Cash,
cash equivalents, and restricted cash - end of the period
|
|
$
|
3,024,288
|
|
|
$
|
1,048,678
|
|
|
|
|
|
|
|
|
|
|
Supplemental
cash flow information
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$
|
46,142
|
|
|
$
|
46,814
|
|
Income taxes paid
|
|
$
|
-
|
|
|
$
|
7,390
|
|
|
|
|
|
|
|
|
|
|
Non-cash
Investing and Financing Transactions
|
|
|
|
|
|
|
|
|
Operating expenses paid by
related parties
|
|
$
|
58,650
|
|
|
$
|
43,059
|
|
Liabilities assumed in connection
with purchase of property, plant and equipment
|
|
$
|
21,785
|
|
|
$
|
2,639
|
|
Accounts payable settled with
loans to related parties
|
|
$
|
-
|
|
|
$
|
10,632
|
|
Receivables from related parties
settled with payables to related parties
|
|
$
|
56,875
|
|
|
$
|
1,060,574
|
|
|
|
|
|
|
|
|
|
|
Reconciliation
of cash, cash equivalents, and restricted cash to the consolidated balance sheets
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
1,486,464
|
|
|
$
|
528,118
|
|
Restricted
cash
|
|
$
|
1,537,824
|
|
|
$
|
520,560
|
|
Total
cash, cash equivalents, and restricted cash
|
|
$
|
3,024,288
|
|
|
$
|
1,048,678
|
|
|
(2)
|
The Company adopted ASU 2016-18, “Statement of Cash
Flows (Topic 230): Restricted Cash”, beginning in the first quarter of fiscal year 2018. As a result of adopting this new
accounting update, the consolidated statements of cash flows were retrospectively adjusted to include restricted cash in cash
and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the consolidated statements
of cash flows. The impact of the retrospective reclassification on cash flows used in investing activities and effect of exchange
rate changes for the six months ended June 30, 2017 was an increase of $201,075 and an increase of $14,515, respectively.
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SIGNATURES
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.
Dated: December 28, 2018
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TDH HOLDINGS, INC.
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By:
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/s/ Cui Rongfeng
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Name: Cui Rongfeng
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Title: Chief Executive Officer
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