Report of Foreign Issuer (6-k)
December 22 2017 - 4:31PM
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 2017
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, 2017 (Unaudited) and December 31, 2016
|
3
|
|
|
Consolidated
Statements of Income and Comprehensive Income For The Six Months Ended June 30, 2017 and 2016 (Unaudited)
|
4
|
|
|
Consolidated Statements of Cash Flows For The Six Months Ended June 30, 2017 and 2016 (Unaudited)
|
5
|
TDH HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
|
|
June 30,
2017
|
|
|
December 31,
2016
|
|
|
|
Unaudited
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
528,118
|
|
|
$
|
1,145,103
|
|
Restricted cash
|
|
|
520,560
|
|
|
|
707,120
|
|
Accounts receivable
|
|
|
1,514,147
|
|
|
|
865,491
|
|
Advances to suppliers
|
|
|
599,890
|
|
|
|
711,751
|
|
Inventories
|
|
|
9,273,982
|
|
|
|
5,973,124
|
|
Due from related parties
|
|
|
215,075
|
|
|
|
35,842
|
|
Prepayments and other current assets
|
|
|
596,971
|
|
|
|
383,932
|
|
Total current assets
|
|
|
13,248,743
|
|
|
|
9,822,363
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net
|
|
|
3,244,314
|
|
|
|
3,306,735
|
|
Land use right, net
|
|
|
112,006
|
|
|
|
110,821
|
|
Total non-current assets
|
|
|
3,356,320
|
|
|
|
3,417,556
|
|
Total assets
|
|
$
|
16,605,063
|
|
|
$
|
13,239,919
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
6,272,125
|
|
|
$
|
3,262,375
|
|
Account payable - related party
|
|
|
115,230
|
|
|
|
111,139
|
|
Notes payable
|
|
|
872,080
|
|
|
|
1,414,232
|
|
Advances from customers
|
|
|
345,818
|
|
|
|
802,339
|
|
Short term loans
|
|
|
1,608,405
|
|
|
|
1,728,185
|
|
Taxes payable
|
|
|
168,320
|
|
|
|
124,829
|
|
Due to related parties
|
|
|
1,190,557
|
|
|
|
1,120,702
|
|
Other current liabilities
|
|
|
455,962
|
|
|
|
409,571
|
|
Total current liabilities
|
|
|
11,028,497
|
|
|
|
8,973,372
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liability
|
|
|
12,944
|
|
|
|
13,795
|
|
Total liabilities
|
|
|
11,041,441
|
|
|
|
8,987,167
|
|
|
|
|
|
|
|
|
|
|
Stockholders' equity
|
|
|
|
|
|
|
|
|
Common stock ($0.001 par value; 200,000,000 shares authorized; 7,900,000 shares issued and
outstanding at June 30, 2017 and December 31, 2016)
|
|
|
7,900
|
|
|
|
7,900
|
|
Additional paid-in capital
|
|
|
4,123,801
|
|
|
|
3,478,831
|
|
Statutory reserves
|
|
|
195,229
|
|
|
|
140,570
|
|
Retained earnings
|
|
|
1,216,216
|
|
|
|
727,807
|
|
Accumulated other comprehensive income (loss)
|
|
|
20,476
|
|
|
|
(102,356
|
)
|
Total stockholders' equity
|
|
|
5,563,622
|
|
|
|
4,252,752
|
|
Total liabilities and stockholders' equity
|
|
$
|
16,605,063
|
|
|
$
|
13,239,919
|
|
TDH HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND
COMPREHENSIVE INCOME
(Unaudited)
|
|
For The Six Months Ended
June 30,
|
|
|
|
2017
|
|
|
2016
|
|
Net revenues
|
|
$
|
14,074,615
|
|
|
$
|
9,734,392
|
|
Revenue - related party
|
|
|
9,087
|
|
|
|
-
|
|
Total revenues
|
|
|
14,083,702
|
|
|
|
9,734,392
|
|
Cost of revenues
|
|
|
9,925,803
|
|
|
|
6,975,855
|
|
Gross profit
|
|
|
4,157,899
|
|
|
|
2,758,537
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
Selling expense
|
|
|
2,130,758
|
|
|
|
1,456,794
|
|
General & administrative expense
|
|
|
905,693
|
|
|
|
729,244
|
|
Research and development expense
|
|
|
455,878
|
|
|
|
364,353
|
|
Total operating expenses
|
|
|
3,492,329
|
|
|
|
2,550,391
|
|
Income from operations
|
|
|
665,570
|
|
|
|
208,146
|
|
Interest expense
|
|
|
(46,814
|
)
|
|
|
(51,914
|
)
|
Government subsidies
|
|
|
407
|
|
|
|
3,060
|
|
Other income
|
|
|
40,985
|
|
|
|
11,919
|
|
Other expenses
|
|
|
(61,591
|
)
|
|
|
(15,200
|
)
|
Total other expenses
|
|
|
(67,013
|
)
|
|
|
(52,135
|
)
|
Income before income taxes provision
|
|
|
598,557
|
|
|
|
156,011
|
|
Income tax provision
|
|
|
55,489
|
|
|
|
87,073
|
|
Net income
|
|
$
|
543,068
|
|
|
$
|
68,938
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
543,068
|
|
|
$
|
68,938
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
|
|
122,832
|
|
|
|
(64,767
|
)
|
Total comprehensive income
|
|
$
|
665,900
|
|
|
$
|
4,171
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.07
|
|
|
$
|
0.01
|
|
Diluted
|
|
$
|
0.07
|
|
|
$
|
0.01
|
|
Weighted average common shares outstanding
|
|
|
|
|
|
|
|
|
Basic
|
|
|
7,900,000
|
|
|
|
7,900,000
|
|
Diluted
|
|
|
7,900,000
|
|
|
|
7,900,000
|
|
TDH HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF
CASH FLOWS
(Unaudited)
|
|
For The Six Months Ended
June 30,
|
|
|
|
2017
|
|
|
2016
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
Net income
|
|
$
|
543,068
|
|
|
$
|
68,938
|
|
Adjustments to reconcile net income to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
Depreciation and amortization expense
|
|
|
174,663
|
|
|
|
182,551
|
|
Deferred income tax liability
|
|
|
(1,174
|
)
|
|
|
(1,509
|
)
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(629,097
|
)
|
|
|
(705,396
|
)
|
Inventories
|
|
|
(3,109,155
|
)
|
|
|
(1,515,448
|
)
|
Due from related parties
|
|
|
-
|
|
|
|
(151,603
|
)
|
Advances to suppliers
|
|
|
127,546
|
|
|
|
(290,988
|
)
|
Prepayments and other current assets
|
|
|
(201,707
|
)
|
|
|
4,480
|
|
Accounts payable
|
|
|
2,929,702
|
|
|
|
1,459,128
|
|
Notes payable
|
|
|
(568,785
|
)
|
|
|
(546,256
|
)
|
Taxes payable
|
|
|
39,846
|
|
|
|
(38,146
|
)
|
Advances from customers
|
|
|
(469,522
|
)
|
|
|
490,985
|
|
Other current liabilities
|
|
|
37,928
|
|
|
|
435,394
|
|
Net cash used in operating activities
|
|
|
(1,126,687
|
)
|
|
|
(607,870
|
)
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
Payments to acquire property, plant and equipment
|
|
|
(28,730
|
)
|
|
|
(34,517
|
)
|
Payments to acquire construction in progress
|
|
|
-
|
|
|
|
(12,489
|
)
|
Loans to related parties
|
|
|
(1,225,765
|
)
|
|
|
(1,238,818
|
)
|
Repayments from related parties
|
|
|
-
|
|
|
|
576,366
|
|
Change in restricted cash
|
|
|
201,075
|
|
|
|
462,099
|
|
Net cash used in investing activities
|
|
|
(1,053,420
|
)
|
|
|
(247,359
|
)
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
Proceeds from issuance of common shares
|
|
|
-
|
|
|
|
2,967,429
|
|
Proceeds from shares subscription receivable
|
|
|
644,970
|
|
|
|
-
|
|
Capital distribution in connection with acquisition of a subsidiary
|
|
|
-
|
|
|
|
(2,880,000
|
)
|
Proceeds from related parties
|
|
|
1,736,158
|
|
|
|
1,459,008
|
|
Payments to related parties
|
|
|
(676,957
|
)
|
|
|
(988,004
|
)
|
Proceeds from short term loans
|
|
|
1,008,076
|
|
|
|
476,789
|
|
Repayments of short term loans
|
|
|
(1,169,430
|
)
|
|
|
(473,404
|
)
|
Net cash provided by financing activities
|
|
|
1,542,817
|
|
|
|
561,818
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
20,305
|
|
|
|
(12,165
|
)
|
Net change in cash and cash equivalents
|
|
|
(616,985
|
)
|
|
|
(305,576
|
)
|
Cash and cash equivalents, beginning of the period
|
|
|
1,145,103
|
|
|
|
651,680
|
|
Cash and cash equivalents, end of the period
|
|
$
|
528,118
|
|
|
$
|
346,104
|
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow information
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$
|
46,814
|
|
|
$
|
51,914
|
|
Income taxes paid
|
|
$
|
7,390
|
|
|
$
|
63,698
|
|
|
|
|
|
|
|
|
|
|
Non-cash investing and financial activities
|
|
|
|
|
|
|
|
|
Operating expenses paid by related parties
|
|
$
|
43,059
|
|
|
$
|
-
|
|
Liabilities assumed in connection with purchase of property, plant and equipment
|
|
$
|
2,639
|
|
|
$
|
157,238
|
|
Account receivable settled with loans from related party
|
|
$
|
10,632
|
|
|
$
|
-
|
|
Account payable settled with loans to related party
|
|
$
|
-
|
|
|
$
|
16
|
|
Loans from related party settled with loans to related party
|
|
$
|
1,060,574
|
|
|
$
|
-
|
|
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 22, 2017
|
TDH
HOLDINGS, INC.
|
|
|
|
By:
|
/s/
Cui Rongfeng
|
|
|
Name:
Cui Rongfeng
|
|
|
Title:
Chief Executive Officer
|
EXHIBIT
INDEX
7
TDH (NASDAQ:PETZ)
Historical Stock Chart
From Aug 2024 to Sep 2024
TDH (NASDAQ:PETZ)
Historical Stock Chart
From Sep 2023 to Sep 2024