PETZ TDH Holdings Inc

 

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 2024

Commission file number: 001-38206

 

TDH HOLDINGS, INC.

(Registrant’s name)

 

c/o Beijing Wenxin Co., Ltd.
Room 1104, Full Tower, 9 East Third Ring Middle Road, Chaoyang District, Beijing
People’s Republic of China

(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 ☐

 

 

 

Explanatory Note:

 

On December 17, 2024, TDH Holdings, Inc. (the “Registrant”) issued a press release announcing its financial results for the first half year 2024. A copy of the press release is attached hereto as Exhibit 99.1

 

EXHIBIT INDEX

 

Number		Description of Exhibit
99.1		Press Release dated December 17, 2024 announcing financial results for the first half year 2024.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

	TDH HOLDINGS, INC.
	By:	/s/ Dandan Liu
		Dandan Liu
		Chair and Chief Executive Officer
Dated: December 17, 2024

 

 

2

Exhibit 99.1

 

TDH Holdings, Inc. Reports First Half 2024 Financial Results

 

BEIJING, China, December 17, 2024 /PRNewswire/ -- TDH Holdings, Inc. (NASDAQ: PETZ) (“TDH” or the “Company”), a PRC-based company that is an owner, operator and manager of commercial real estate properties, announced today its financial results for the six months ended June 30, 2024.

 

First Half 2024 Unaudited Financial Highlights:

 

		For the Six Months Ended June 30
($ millions, except per share data)		2024				2023				% Change
Revenues from continuing operations		$	0.10			$	-				13,399.98	%
Gross profit		$	0.04			$	-				16,235.34	%
Gross profit (loss) margin			35.26	%			-29.50	%			64.76 pp	*
Loss from operations		$	(1.08	)		$	(0.66	)			-63.39	%
Operating loss margin			-1,047.13	%			-86,518.44	%			85,471.31 pp	*
Net income attributable to common stockholders		$	1.32			$	0.06				1,941.12	%
Earnings per share - basic and diluted		$	0.13			$	0.01				1,941.12	%

 

*

pp: percentage points

 

●

Revenues from continuing operations increased by 13,399.98% to $0.10 million for the first half of 2024. We discontinued our restaurant business in the second quarter of 2024 and began to focus on growing our commercial real estate business line. The main reason for discontinuing our restaurant business was due to the recurring loss from our restaurant business since 2023. We believe that discontinuing our restaurant business will provide us with the opportunity to shift our focus and resources toward expanding and improving our newly added commercial real estate business.

 

●

Gross profit was $ 0.04 million for the first half of 2024, compared to gross loss of $226 for the same period of the prior year.

 

●

Operating loss was $1.08 million for the first half of 2024, compared to operating loss of $0.66 million for the same period of the prior year. The increase in operating loss was primarily due to the disposal of the Company’s restaurant business line in the second quarter of 2024, as the Company has begun to focus on its commercial real estate business and efforts to control operating costs going forward.

 

●

Net income was $1.32 million, or earnings per share of $0.13, for the first half of 2024, compared to net income of $0.06 million, or income per share of $0.01, for the same period of the prior year.

 

First Half 2024 Financial Results

 

Revenues from continuing operations

 

In June 2024, we discontinued our restaurant business and started to focus on owing, operating and managing commercial real estate properties going forward. Since the commercial real estate business is a newly added a business line, revenue from our continuing business only amounted to $0.1 million for the six months ended June 30, 2024. because only two months of revenue was reported. We expect our revenue from the commercial real estate business will continue to grow in the near future.

 

 

Cost of revenues from continuing operations

 

In line with our newly added commercial real estate rental business, we reported cost of revenues from continuing operations of $0.07 million. As a percentage of revenues, cost of revenues was 64.74% for the first half of 2024, compared to 129.50% for the same period of the prior year.

 

Gross profit (loss) and gross profit (loss) margin from continuing operations

 

Gross profit from continuing operations was $0.04 million for the first half of 2024, compared to gross loss of $226 for the same period of the prior year. The increase in gross profit was due to increased sales volume of our commercial real estate business. Gross profit margin was 35.26% for the six months ended June 30, 2024, as compared to 29.50% for the six months ended June 30, 2023, which was due to higher gross profit margin for our commercial real estate business.

 

Operating expense from continuing operations

 

Operating expense consists of selling expense and general and administrative expense.

 

General and administrative expense increase by $0.09 million, or 14.53%, to $0.76 million for the first half of 2024 from $0.66 million for the same period of the prior year.

 

In connection with our commencement of the commercial real estate business, we recognized $0.36 million of goodwill as of the commencement date. However, as a result of our commercial real estate business losses in the first half 2024, goodwill of $0.36 million has been fully impaired for the six months ended June 30, 2024.

 

As a result, total operating expenses increased by $0.46 million, or 68.95%, to $1.12 million for the first half of 2024 from $0.66 million for the same period of the prior year.

 

Operating loss from continuing operations

 

Loss from operations was $1.08 million for the first half of 2024, compared to $0.66 million for the same period of the prior year. The increase in continuing operating loss was mainly due to increased general and administrative expense and the recognition of impairment losses on goodwill in the first half of 2024.

 

Other income, net

 

Total net other income increased by approximately $1.84 million or 205.88%, from $0.89 million in the six months ended June 30, 2023, to $2.74 million in the six months ended June 30, 2024, which is primarily attributable to an increase in investment income. We invested our available cash on hand in equity securities of certain publicly listed companies through various open market transactions. Our investments in marketable securities are accounted for pursuant to ASC 321 and reported at their readily determinable fair value as quoted by market exchanges in the consolidated balance sheets with change in fair value recognized in earnings. During the first half of 2024, the investments generated a total of $2.76 million net returns as compared to $0.92 million for the same period of 2023.

 

Loss from discontinued operations

 

We disposed of our restaurant business in June 2024 and started our new commercial real estate business line. For the six months ended June 30, 2024, total revenues from our restaurant business decreased by approximately $0.3 million, or 18.04%, to $1.27 million from $1.55 million as compared with the same period of the prior year. Our cost of revenues, decreased by approximately $0.2 million or 16.8%, to $0.89 million for the six months ended June 30, 2024, as compared to $1.07 million for the six months ended June 30, 2023. Although we disposed of our restaurant business in first half of 2024, our operating expenses and other overhead costs associated with our restaurant business were still high. As a result of the above, we reported loss from discontinued operations of our restaurant business of $444,750 and $220,958 for the six months ended June 30, 2024 and 2023, respectively.

 

Net income attributable to the Company and earnings per share

 

As a result of the above, net income attributable to the Company was $1.32 million, or earnings per share of $0.13, for the first half of 2024, compared to net income of $0.06 million, or earnings per share of $0.01, for the same period of the prior year.

 

 

Financial Conditions

 

As of June 30, 2024, based on the results of the continuing operations, the Company had cash and cash equivalents of $12.91 million, compared to $13.13 million at December 31, 2023. Accounts receivable and inventories were $0.02 million and $0 million, respectively, as of June 30, 2024, compared to $0 million and $0 million, respectively, at December 31, 2023. We also had short-term investments of approximately $12.49 million and $13.32 million as of June 30, 2024, and December 31, 2023, respectively, which are highly liquid and can be converted into cash and used in our operations if needed.

 

Net cash used in operating activities was $2.34 million for the first half of 2024, compared to net cash used in operating activities of $2.35 million for the same period of the prior year.

 

Net cash provided by investing activities was $1.38 million for the first half of 2024, compared to net cash used in investing activities of $2.15 million for the same period of the prior year.

 

There was no cash provided by or used in our financing activities during the six months ended June 30, 2024, and 2023, respectively.

 

Notice

 

Rounding amounts and percentages: Certain amounts and percentages included in this press release have been rounded for ease of presentation. Percentage figures included in this press release have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, certain percentage amounts in this press release may vary from those obtained by performing the same calculations using the figures in the financial statements. In addition, certain other amounts that appear in this press release may not sum due to rounding.

 

About TDH Holdings, Inc.

 

Founded in April 2002, TDH Holdings, Inc. (the “Company”) (NASDAQ: PETZ), a PRC-based company that is an owner, operator and manager of commercial real estate properties. More information about the Company can be found at www.tiandihui.com.

 

Safe Harbor Statement

 

This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may”, “will”, “intend”, “should”, “believe”, “expect”, “anticipate”, “project”, “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Specifically, the Company’s statements regarding, among others, its growth and business outlook, the excepted revenue growth from the Company’s commercial real estate business and the Company’s ability to execute on its business plan, , are forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the following: the Company’s goals and strategies; the Company’s future business development; general risks affecting the commercial real estate industry (including, without limitation, the inability to enter into or renew leases on favorable terms, changes in client preferences and space utilization, dependence on clients’ financial condition, and competition from other developers, owners and operators of real estate); changes in technology; economic conditions;, reputation and brand; the impact of competition and pricing; government regulations; fluctuations in general economic and business conditions in China and the United States and assumptions underlying or related to any of the foregoing and other risks contained in reports filed by the Company with the Securities and Exchange Commission. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the U.S. Securities and Exchange Commission, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. 

 

For more information, please contact:

 

Feng Zhang, CFO

Email: zhangfeng@tdhpet.com

Phone: +86 183-1102-1983

 

 

Index to Unaudited Condensed Consolidated Interim Financial Statements

 

		Page
Condensed Consolidated Balance Sheets as of June 30, 2024 (Unaudited) and December 31, 2023		5
Condensed Consolidated Statements of Operations and Comprehensive Income For The Six Months Ended June 30, 2024 and 2023 (Unaudited)		6
Condensed Consolidated Statements of Cash Flows For The Six Months Ended June 30, 2024 and 2023 (Unaudited)		7

 

 

TDH HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

		June 30,				December 31,
		2024				2023
		(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	12,909,065				13,126,605
Short-term investments			12,487,322				13,317,882
Accounts receivable, net			22,350				-
Advances to suppliers, net			33,931				-
Prepayments and other current assets, net			187,091				63,074
Current assets held for sale associated with discontinued operation of Farlings and Bolings			-				713,715
Total current assets			25,639,759				27,221,277
NON-CURRENT ASSETS:
Property, plant and equipment, net			2,307,260				657,124
Operating lease right-of-use assets			2,683,008				-
Non-current assets held for sale associated with discontinued operation of Farlings and Bolings			-				1,022,996
Total non-current assets			4,990,268				1,680,120
Total assets		$	30,630,027				28,901,397
LIABILITIES AND SHAREHOLDERS’S EQUITY
CURRENT LIABILITIES:
Accounts payable		$	195,463				65,982
Advances from customers			152,590				295
Bank overdrafts			75,070				77,486
Short-term loans - related parties			268,759				277,408
Taxes payable			12,817				9,290
Due to related parties			133,397				1,963,794
Operating lease liabilities, current			529,346				-
Other current liabilities			1,013,975				166,025
Current Liabilities held for sale associated with discontinued operation of Farlings and Bolings			-				828,764
Total current liabilities			2,381,417				3,389,044
NON-CURRENT LIABILITIES:
Operating lease liabilities, non-current			2,152,142				-
Non-current liabilities held for sale associated with discontinued operation of Farlings and Bolings			-				463,196
Total liabilities			4,533,559				3,852,240
SHAREHOLDERS’ EQUITY:
Common stock ($0.02 par value; 50,000,000 shares authorized; 10,323,268 shares issued and outstanding at June 30, 2024 and December 31, 2023)*			206,465				206,465
Additional paid-in capital			51,129,439				51,129,439
Accumulated deficit			(25,303,438	)			(26,622,000	)
Accumulated other comprehensive loss			(83,572	)			(95,066	)
Total TDH Holdings, Inc. shareholders’ equity			25,948,894				24,618,838
Non-controlling interest			147,574				430,319
Total shareholders’ equity			26,096,468				25,049,157
Total liabilities and shareholders’ equity		$	30,630,027				28,901,397

 

 

TDH HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Unaudited)

 

		For The Six Months Ended June 30, 2024				For The Six Months Ended June 30, 2023
Net revenue		$	103,410			$	766
Cost of revenue			66,944				992
Gross profit (loss)			36,466				(226	)
Operating expenses:
General and administrative expense			758,763				662,505
Impairment of goodwill			360,541				-
Total operating expenses			1,119,304				662,505
Loss from operations			(1,082,839	)			(662,731	)
Interest expense			(22,421	)			(19,443	)
Other income (loss)			2,957				(3,080	)
Change in fair value of short-term investments			2,756,268				917,411
Other expenses			-				(148	)
Total other income			2,736,804				894,740
Loss before income tax provision			1,653,965				232,009
Net income from continuing operations			1,653,965				232,009
Net loss from discontinued operations of Tiandihui			-				(15,552	)
Net loss from discontinued operations of Bo Lings and Far Lings			(444,750	)			(220,958	)
Net income (loss)			1,209,215				(4,501	)
Less: Net loss attributable to non-controlling interest			(109,347	)			(69,101	)
Net Income attributable to TDH Holdings, Inc.			1,318,562				64,600
Comprehensive income (loss)
Net income		$	1,318,562			$	64,600
Other comprehensive income
Foreign currency translation adjustment			11,494				1,137,181
Total comprehensive income		$	1,330,056			$	1,201,781
Less: Comprehensive loss attributable to non-controlling interest			(282,745	)			-
Comprehensive income attributable to TDH Holdings, Inc.		$	1,612,801			$	1,201,781
Earnings per common share attributable to TDH Holdings, Inc.
Basic		$	0.13			$	0.01
Diluted		$	0.13			$	0.01
Weighted average common shares outstanding*
Basic			10,323,268				10,323,268
Diluted			10,323,268				10,323,268

 

 

TDH HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

		For The Six Months Ended				For The Six Months Ended
		June 30, 2024				June 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		$	1,318,562			$	64,600
Less: net loss from discontinued operations			(444,750	)			(236,510	)
Net income from continuing operations			1,763,312				301,110
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization expense			50,370				(102,657	)
Fair value change of short-term investments			(2,756,268	)			(917,411	)
Loss on disposal of subsidiaries			(441,600	)			-
Impairment of goodwill			360,541				-
Inventory write-down			-				(930	)
Allowance for doubtful accounts			106,258				-
Loss (gain) on disposal of property, plant and equipment			59,009				20,382
Amortization of operating lease right-of-use assets			(343,425	)			-
Changes in operating assets and liabilities:
Accounts receivable, net			(113,883	)			(13,048	)
Inventories, net			8,370				988
Operating lease liabilities			2,772,202				(335	)
Advances to suppliers, net			(34,035	)			34,468
Prepayments and other current assets, net			(2,346,929	)			(45,895	)
Accounts payable			139,762				66,367
Accounts payable - related parties			-				(25,891	)
Interest payable			14,284				(48,606	)
Taxes payable			-				(2,354	)
Advances from customers			153,312				2,214
Advances from customer - related party			-				(14,927	)
Other current liabilities			(1,539,428	)			(1,715,737	)
Net cash used in operating activities from continuing operations			(2,148,149	)			(2,462,261	)
Net cash provided by (used in) operating activities from discontinued operations			(192,351	)			114,732
NET CASH USED IN OPERATING ACTIVITIES		$	(2,340,500	)		$	(2,347,529	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments to acquire property, plant and equipment			(1,760,454	)			-
Disposal of subsidiaries			578,400				-
Purchase of short-term investments			(21,403,449	)			(10,393,892	)
Proceeds from sale of short-term investments			23,966,975				8,242,433
Net cash provided by (used in) investing activities from continuing operations			1,381,473				(2,151,459	)
Net cash provided by investing activities from discontinued operations			-				-
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		$	1,381,473			$	(2,151,459	)
Effects on changes in foreign exchange rate			206,710				538,762
Net change in cash, cash equivalents, and restricted cash			(752,317	)			(3,960,226	)
Cash, cash equivalents, and restricted cash - beginning of the period			13,661,382				23,146,176
Cash, cash equivalents, and restricted cash - end of the period		$	12,909,065			$	19,185,950
Less: cash and restricted cash of discontinued operations at the end of the period			-				1,665,285
Cash and restricted cash of continued operations at the end of the period			12,909,065				17,520,665
Supplemental cash flow information
Interest paid		$	-			$	-
Supplemental non-cash investing and financing activities
Cashless exercise of warrants			-				-
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets
Cash and cash equivalents		$	12,909,065			$	17,520,665
Restricted cash		$	-			$	1,665,285
Total cash, cash equivalents, and restricted cash		$	12,909,065			$	19,185,950

 

7

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