00017580212024Q3FALSE--12-31xbrli:sharesiso4217:USDiso4217:USDxbrli:shareskrt:distribution_centerkrt:segmentxbrli:purekrt:vendorkrt:convertible_note00017580212024-01-012024-09-3000017580212024-11-040001758021us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2024-09-300001758021us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2023-12-3100017580212024-09-3000017580212023-12-310001758021us-gaap:NonrelatedPartyMember2024-09-300001758021us-gaap:NonrelatedPartyMember2023-12-310001758021us-gaap:RelatedPartyMember2024-09-300001758021us-gaap:RelatedPartyMember2023-12-3100017580212024-07-012024-09-3000017580212023-07-012023-09-3000017580212023-01-012023-09-300001758021us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2024-07-012024-09-300001758021us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2023-07-012023-09-300001758021us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2024-01-012024-09-300001758021us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2023-01-012023-09-300001758021us-gaap:CommonStockMember2022-12-310001758021us-gaap:TreasuryStockCommonMember2022-12-310001758021us-gaap:AdditionalPaidInCapitalMember2022-12-310001758021us-gaap:RetainedEarningsMember2022-12-310001758021us-gaap:ParentMember2022-12-310001758021us-gaap:NoncontrollingInterestMember2022-12-3100017580212022-12-310001758021us-gaap:CommonStockMember2023-01-012023-03-310001758021us-gaap:AdditionalPaidInCapitalMember2023-01-012023-03-310001758021us-gaap:ParentMember2023-01-012023-03-3100017580212023-01-012023-03-310001758021us-gaap:RetainedEarningsMember2023-01-012023-03-310001758021us-gaap:NoncontrollingInterestMember2023-01-012023-03-310001758021us-gaap:CommonStockMember2023-03-310001758021us-gaap:TreasuryStockCommonMember2023-03-310001758021us-gaap:AdditionalPaidInCapitalMember2023-03-310001758021us-gaap:RetainedEarningsMember2023-03-310001758021us-gaap:ParentMember2023-03-310001758021us-gaap:NoncontrollingInterestMember2023-03-3100017580212023-03-3100017580212023-04-012023-06-300001758021us-gaap:RetainedEarningsMember2023-04-012023-06-300001758021us-gaap:ParentMember2023-04-012023-06-300001758021us-gaap:CommonStockMember2023-04-012023-06-300001758021us-gaap:AdditionalPaidInCapitalMember2023-04-012023-06-300001758021us-gaap:NoncontrollingInterestMember2023-04-012023-06-300001758021us-gaap:CommonStockMember2023-06-300001758021us-gaap:TreasuryStockCommonMember2023-06-300001758021us-gaap:AdditionalPaidInCapitalMember2023-06-300001758021us-gaap:RetainedEarningsMember2023-06-300001758021us-gaap:ParentMember2023-06-300001758021us-gaap:NoncontrollingInterestMember2023-06-3000017580212023-06-300001758021us-gaap:RetainedEarningsMember2023-07-012023-09-300001758021us-gaap:ParentMember2023-07-012023-09-300001758021us-gaap:AdditionalPaidInCapitalMember2023-07-012023-09-300001758021us-gaap:CommonStockMember2023-07-012023-09-300001758021us-gaap:NoncontrollingInterestMember2023-07-012023-09-300001758021us-gaap:CommonStockMember2023-09-300001758021us-gaap:TreasuryStockCommonMember2023-09-300001758021us-gaap:AdditionalPaidInCapitalMember2023-09-300001758021us-gaap:RetainedEarningsMember2023-09-300001758021us-gaap:ParentMember2023-09-300001758021us-gaap:NoncontrollingInterestMember2023-09-3000017580212023-09-300001758021us-gaap:CommonStockMember2023-12-310001758021us-gaap:TreasuryStockCommonMember2023-12-310001758021us-gaap:AdditionalPaidInCapitalMember2023-12-310001758021us-gaap:RetainedEarningsMember2023-12-310001758021us-gaap:ParentMember2023-12-310001758021us-gaap:NoncontrollingInterestMember2023-12-3100017580212024-01-012024-03-310001758021us-gaap:RetainedEarningsMember2024-01-012024-03-310001758021us-gaap:ParentMember2024-01-012024-03-310001758021us-gaap:CommonStockMember2024-01-012024-03-310001758021us-gaap:AdditionalPaidInCapitalMember2024-01-012024-03-310001758021us-gaap:NoncontrollingInterestMember2024-01-012024-03-310001758021us-gaap:CommonStockMember2024-03-310001758021us-gaap:TreasuryStockCommonMember2024-03-310001758021us-gaap:AdditionalPaidInCapitalMember2024-03-310001758021us-gaap:RetainedEarningsMember2024-03-310001758021us-gaap:ParentMember2024-03-310001758021us-gaap:NoncontrollingInterestMember2024-03-3100017580212024-03-3100017580212024-04-012024-06-300001758021us-gaap:RetainedEarningsMember2024-04-012024-06-300001758021us-gaap:ParentMember2024-04-012024-06-300001758021us-gaap:CommonStockMember2024-04-012024-06-300001758021us-gaap:AdditionalPaidInCapitalMember2024-04-012024-06-300001758021us-gaap:NoncontrollingInterestMember2024-04-012024-06-300001758021us-gaap:CommonStockMember2024-06-300001758021us-gaap:TreasuryStockCommonMember2024-06-300001758021us-gaap:AdditionalPaidInCapitalMember2024-06-300001758021us-gaap:RetainedEarningsMember2024-06-300001758021us-gaap:ParentMember2024-06-300001758021us-gaap:NoncontrollingInterestMember2024-06-3000017580212024-06-300001758021us-gaap:RetainedEarningsMember2024-07-012024-09-300001758021us-gaap:ParentMember2024-07-012024-09-300001758021us-gaap:AdditionalPaidInCapitalMember2024-07-012024-09-300001758021us-gaap:CommonStockMember2024-07-012024-09-300001758021us-gaap:NoncontrollingInterestMember2024-07-012024-09-300001758021us-gaap:CommonStockMember2024-09-300001758021us-gaap:TreasuryStockCommonMember2024-09-300001758021us-gaap:AdditionalPaidInCapitalMember2024-09-300001758021us-gaap:RetainedEarningsMember2024-09-300001758021us-gaap:ParentMember2024-09-300001758021us-gaap:NoncontrollingInterestMember2024-09-300001758021krt:GlobalWellsMember2017-01-012017-12-310001758021krt:GlobalWellsMemberkrt:SellingMemberMember2024-02-292024-02-290001758021krt:GlobalWellsMember2024-02-292024-02-290001758021krt:GlobalWellsMember2024-02-162024-02-160001758021krt:GlobalWellsMember2017-12-310001758021krt:NationalDistributionMember2024-07-012024-09-300001758021krt:NationalDistributionMember2023-07-012023-09-300001758021krt:NationalDistributionMember2024-01-012024-09-300001758021krt:NationalDistributionMember2023-01-012023-09-300001758021krt:DistributorsMember2024-07-012024-09-300001758021krt:DistributorsMember2023-07-012023-09-300001758021krt:DistributorsMember2024-01-012024-09-300001758021krt:DistributorsMember2023-01-012023-09-300001758021krt:OnlineMember2024-07-012024-09-300001758021krt:OnlineMember2023-07-012023-09-300001758021krt:OnlineMember2024-01-012024-09-300001758021krt:OnlineMember2023-01-012023-09-300001758021us-gaap:RetailMember2024-07-012024-09-300001758021us-gaap:RetailMember2023-07-012023-09-300001758021us-gaap:RetailMember2024-01-012024-09-300001758021us-gaap:RetailMember2023-01-012023-09-300001758021srt:RevisionOfPriorPeriodErrorCorrectionAdjustmentMember2024-01-012024-09-300001758021srt:RevisionOfPriorPeriodErrorCorrectionAdjustmentMemberkrt:ReclassificationOfPlatformFeesMember2024-07-012024-09-300001758021srt:RevisionOfPriorPeriodErrorCorrectionAdjustmentMemberkrt:ReclassificationOfProductionExpensesMember2024-07-012024-09-300001758021srt:RevisionOfPriorPeriodErrorCorrectionAdjustmentMemberkrt:ReclassificationOfEmployeeRelatedCostsMember2024-07-012024-09-300001758021srt:RevisionOfPriorPeriodErrorCorrectionAdjustmentMemberkrt:ReclassificationOfPlatformFeesMember2024-01-012024-09-300001758021srt:RevisionOfPriorPeriodErrorCorrectionAdjustmentMemberkrt:ReclassificationOfProductionExpensesMember2024-01-012024-09-300001758021srt:RevisionOfPriorPeriodErrorCorrectionAdjustmentMemberkrt:ReclassificationOfEmployeeRelatedCostsMember2024-01-012024-09-300001758021us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2024-09-300001758021us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2024-09-300001758021us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2024-09-300001758021us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2023-12-310001758021us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2023-12-310001758021us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2023-12-310001758021krt:TermLoanMaturing2026Member2024-09-300001758021krt:TermLoanMaturing2027Member2024-09-300001758021krt:TermLoanMaturing2026Memberus-gaap:CarryingReportedAmountFairValueDisclosureMember2024-09-300001758021krt:TermLoanMaturing2026Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2024-09-300001758021krt:TermLoanMaturing2027Memberus-gaap:CarryingReportedAmountFairValueDisclosureMember2024-09-300001758021krt:TermLoanMaturing2027Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2024-09-300001758021us-gaap:CarryingReportedAmountFairValueDisclosureMember2024-09-300001758021us-gaap:EstimateOfFairValueFairValueDisclosureMember2024-09-300001758021krt:TermLoanMaturing2026Memberus-gaap:CarryingReportedAmountFairValueDisclosureMember2023-12-310001758021krt:TermLoanMaturing2026Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310001758021krt:TermLoanMaturing2027Memberus-gaap:CarryingReportedAmountFairValueDisclosureMember2023-12-310001758021krt:TermLoanMaturing2027Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310001758021us-gaap:CarryingReportedAmountFairValueDisclosureMember2023-12-310001758021us-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310001758021us-gaap:CostOfSalesMember2023-01-012023-09-300001758021us-gaap:MachineryAndEquipmentMember2024-09-300001758021us-gaap:MachineryAndEquipmentMember2023-12-310001758021us-gaap:LeaseholdImprovementsMember2024-09-300001758021us-gaap:LeaseholdImprovementsMember2023-12-310001758021us-gaap:VehiclesMember2024-09-300001758021us-gaap:VehiclesMember2023-12-310001758021us-gaap:FurnitureAndFixturesMember2024-09-300001758021us-gaap:FurnitureAndFixturesMember2023-12-310001758021us-gaap:BuildingMember2024-09-300001758021us-gaap:BuildingMember2023-12-310001758021us-gaap:LandMember2024-09-300001758021us-gaap:LandMember2023-12-310001758021us-gaap:SoftwareDevelopmentMember2024-09-300001758021us-gaap:SoftwareDevelopmentMember2023-12-310001758021us-gaap:ConstructionInProgressMember2024-09-300001758021us-gaap:ConstructionInProgressMember2023-12-310001758021us-gaap:GeneralAndAdministrativeExpenseMember2024-07-012024-09-300001758021us-gaap:GeneralAndAdministrativeExpenseMember2023-07-012023-09-300001758021us-gaap:CostOfSalesMember2024-07-012024-09-300001758021us-gaap:CostOfSalesMember2023-07-012023-09-300001758021us-gaap:GeneralAndAdministrativeExpenseMember2024-01-012024-09-300001758021us-gaap:GeneralAndAdministrativeExpenseMember2023-01-012023-09-300001758021us-gaap:CostOfSalesMember2024-01-012024-09-300001758021us-gaap:LineOfCreditMember2018-02-230001758021us-gaap:LineOfCreditMemberus-gaap:PrimeRateMember2023-03-142023-03-140001758021us-gaap:LineOfCreditMember2023-03-142023-03-140001758021us-gaap:SecuredOvernightFinancingRateSofrMember2023-03-140001758021us-gaap:StandbyLettersOfCreditMember2023-06-200001758021us-gaap:StandbyLettersOfCreditMember2023-06-190001758021us-gaap:LineOfCreditMember2023-12-310001758021us-gaap:LineOfCreditMember2024-09-300001758021us-gaap:StandbyLettersOfCreditMember2024-09-300001758021us-gaap:StandbyLettersOfCreditMember2023-12-310001758021krt:TermLoanMaturing2026Member2024-01-012024-09-300001758021krt:TermLoanMaturing2026Member2023-12-310001758021krt:TermLoanMaturing2027Member2024-01-012024-09-300001758021krt:TermLoanMaturing2027Member2023-01-012023-07-310001758021krt:TermLoanMaturing2027Member2023-08-012023-08-010001758021krt:TermLoanMaturing2027Member2023-12-3100017580212019-01-310001758021krt:IncentiveStockOptioneeStockOwnershipGreaterThanTenPercentOfVotingPowerMember2024-09-300001758021srt:MaximumMember2024-01-012024-09-300001758021krt:IncentiveStockOptioneeStockOwnershipGreaterThanTenPercentOfVotingPowerMembersrt:MaximumMember2024-01-012024-09-300001758021us-gaap:RestrictedStockUnitsRSUMembersrt:MinimumMember2024-01-012024-09-300001758021us-gaap:EmployeeStockOptionMembersrt:MinimumMember2024-01-012024-09-300001758021us-gaap:RestrictedStockUnitsRSUMembersrt:MaximumMember2024-01-012024-09-300001758021us-gaap:EmployeeStockOptionMembersrt:MaximumMember2024-01-012024-09-3000017580212023-01-012023-12-310001758021us-gaap:EmployeeStockOptionMember2024-01-012024-09-300001758021us-gaap:RestrictedStockUnitsRSUMember2023-12-310001758021us-gaap:RestrictedStockUnitsRSUMember2024-01-012024-09-300001758021us-gaap:RestrictedStockUnitsRSUMember2024-09-300001758021us-gaap:RestrictedStockUnitsRSUMember2024-03-122024-03-120001758021us-gaap:RestrictedStockUnitsRSUMember2024-05-072024-05-070001758021us-gaap:OperatingExpenseMember2024-07-012024-09-300001758021us-gaap:OperatingExpenseMember2023-07-012023-09-300001758021us-gaap:OperatingExpenseMember2024-01-012024-09-300001758021us-gaap:OperatingExpenseMember2023-01-012023-09-300001758021krt:GlobalWellsMembersrt:MinimumMember2024-01-012024-09-300001758021krt:GlobalWellsMembersrt:MaximumMember2024-01-012024-09-3000017580212023-02-012023-02-280001758021krt:LollicupFranchisingLlcMemberkrt:BioEarthTechnologyMember2022-04-060001758021krt:BioEarthTechnologyMemberkrt:LollicupFranchisingLlcMember2022-04-060001758021krt:BioEarthTechnologyMember2022-01-012022-12-310001758021krt:BioEarthTechnologyMember2023-01-012023-03-310001758021krt:KearyGlobalLtdMember2023-05-080001758021krt:BioEarthTechnologyMemberkrt:KearyGlobalLtdMember2023-05-080001758021krt:KearyGlobalLtdMember2023-06-300001758021srt:AffiliatedEntityMemberkrt:KearyGlobalLtdMember2024-09-3000017580212018-07-012018-09-300001758021srt:AffiliatedEntityMemberkrt:KearyGlobalAndKearyInternationalMember2024-09-300001758021srt:AffiliatedEntityMemberkrt:KearyGlobalAndKearyInternationalMember2023-12-310001758021krt:KearyGlobalAndKearyInternationalMember2024-07-012024-09-300001758021krt:KearyGlobalAndKearyInternationalMember2023-07-012023-09-300001758021krt:KearyGlobalAndKearyInternationalMember2024-01-012024-09-300001758021krt:KearyGlobalAndKearyInternationalMember2023-01-012023-09-3000017580212023-09-122023-09-120001758021us-gaap:SubsequentEventMember2024-11-052024-11-05

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2024
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission file number 001-40336
Karat Packaging Inc.
(Exact name of registrant as specified in its charter)
Delaware83-2237832
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
6185 Kimball Avenue
Chino, CA
91708
(Address of principal executive offices)(Zip Code)
(626) 965-8882
(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
Common Stock, $0.001 par value
KRT
The 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. Yes ☒ 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). Yes ☒ 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 filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company



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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The number of shares of Common Stock, $0.001 par value, outstanding on November 4, 2024 was 20,024,105 shares.



Table of Contents
1


KARAT PACKAGING INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(In thousands, except share and per share data)
PART I - FINANCIAL INFORMATION

September 30, 2024December 31, 2023
Assets
Current assets
Cash and cash equivalents (including $1,210 and $13,566 associated with variable interest entity at September 30, 2024 and December 31, 2023, respectively)
$38,903 $23,076 
Short-term investments (including $11,128 and $0 associated with variable interest entity at September 30, 2024 and December 31, 2023, respectively)
21,531 26,343 
Accounts receivable, net of allowance for bad debt of $562 and $392 at September 30, 2024 and December 31, 2023, respectively
33,868 27,763 
Inventories 70,918 71,528 
Prepaid expenses and other current assets (including $58 and $82 associated with variable interest entity at September 30, 2024 and December 31, 2023, respectively)
4,869 6,219 
Total current assets 170,089 154,929 
Property and equipment, net (including $43,275 and $44,185 associated with variable interest entity at September 30, 2024 and December 31, 2023, respectively)
90,132 95,226 
Deposits 282 1,047 
Goodwill 3,510 3,510 
Intangible assets, net307 327 
Operating right-of-use assets41,391 20,739 
Other non-current assets (including $42 and $53 associated with variable interest entity at September 30, 2024 and December 31, 2023, respectively)
1,092 619 
Total assets$306,803 $276,397 
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable (including $67 and $63 associated with variable interest entity at September 30, 2024 and December 31, 2023, respectively)
$23,375 $18,446 
Accrued expenses (including $366 and $591 associated with variable interest entity at September 30, 2024 and December 31, 2023, respectively)
12,751 10,576 
Related party payable 3,963 5,306 
Deferred revenue (including $0 and $116 associated with variable interest entity at September 30, 2024 and December 31, 2023)
909 951 
Long-term debt, current portion (including $1,165 and $1,122 associated with variable interest entity at September 30, 2024 and December 31, 2023, respectively)
1,165 1,122 
Operating lease liabilities, current portion8,616 4,800 
Other current liabilities (including $2,186 and $1,302 associated with variable interest entity at September 30, 2024 and December 31, 2023, respectively)
3,700 3,200 
Total current liabilities 54,479 44,401 
2


September 30, 2024December 31, 2023
Deferred tax liability 4,197 4,197 
Long-term debt, net of current portion and debt discount of $156 and $203 at September 30, 2024 and December 31, 2023, respectively (including $47,565 and $48,396 associated with variable interest entity at September 30, 2024 and December 31, 2023, respectively, and debt discount of $156 and $203 associated with variable interest entity at September 30, 2024 and December 31, 2023, respectively)
47,565 48,396 
Operating lease liabilities, net of current portion36,603 16,687 
Other non-current liabilities (including $116 and $0 associated with variable interest entity at September 30, 2024 and December 31, 2023 respectively)
363 26 
Total liabilities 143,207 113,707 
Commitments and Contingencies (Note 15)
Karat Packaging Inc. stockholders’ equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding, as of September 30, 2024 and December 31, 2023
  
Common stock, 0.001 par value, 100,000,000 shares authorized, 20,044,105 and 20,021,105 shares issued and outstanding, respectively, as of September 30, 2024 and 19,988,482 and 19,965,482 shares issued and outstanding, respectively, as of December 31, 2023
20 20 
Additional paid in capital 88,823 86,667 
Treasury stock, $0.001 par value, 23,000 shares as of both September 30, 2024 and December 31, 2023
(248)(248)
Retained earnings 68,717 67,679 
Total Karat Packaging Inc. stockholders’ equity 157,312 154,118 
Noncontrolling interest 6,284 8,572 
Total stockholders’ equity 163,596 162,690 
Total liabilities and stockholders’ equity$306,803 $276,397 
The accompanying notes to the condensed consolidated financial statements are an integral part of these statements. 
3


KARAT PACKAGING INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(In thousands, except share and per share data)
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Net sales$112,771 $105,528 $320,984 $310,069 
Cost of goods sold69,274 66,584 196,478 191,120 
Gross profit43,497 38,944 124,506 118,949 
Operating expenses
Selling expenses13,746 8,004 38,377 25,500 
General and administrative expenses (including $643 and $702 associated with variable interest entity for the three months ended September 30, 2024 and 2023; respectively, $1,888 and $2,020 associated with variable interest entity for the nine months ended September 30, 2024 and 2023, respectively)
18,508 19,870 53,170 53,767 
Impairment expense and (gain) loss, net, on disposal of machinery
(27)(310)2,498 2,231 
Total operating expenses32,227 27,564 94,045 81,498 
Operating income11,270 11,380 30,461 37,451 
Other income (expenses)
Rental income (including $263 and $235 associated with variable interest entity for the three months ended September 30, 2024 and 2023; respectively, $776 and $721 associated with variable interest entity for the nine months ended September 30, 2024 and 2023, respectively)
593 259 1,484 781 
Other income (expenses), net
48 32 154 (58)
(Loss) gain on foreign currency transactions
(287)455 152 350 
Interest income (including $123 and $80 associated with variable interest entity for the three months ended September 30, 2024 and 2023; respectively, $469 and $278 associated with variable interest entity for the nine months ended September 30, 2024 and 2023, respectively)
770 454 1,734 1,040 
Interest expense (including $517 and $528 associated with variable interest entity for the three months ended September 30, 2024 and 2023; respectively, $1,553 and $1,499 associated with variable interest entity for the nine months ended September 30, 2024 and 2023, respectively)
(535)(536)(1,607)(1,516)
Total other income, net
589 664 1,917 597 
Income before provision for income taxes11,859 12,044 32,378 38,048 
Provision for income taxes2,597 2,904 7,413 9,045 
Net income9,262 9,140 24,965 29,003 
Net income attributable to noncontrolling interest168 75 605 431 
Net income attributable to Karat Packaging Inc.$9,094 $9,065 $24,360 $28,572 
Basic and diluted earnings per share:
Basic$0.45 $0.46 $1.22 $1.44 
Diluted$0.45 $0.45 $1.21 $1.43 
Weighted average common shares outstanding, basic20,017,774 19,890,646 19,993,964 19,888,244 
Weighted average common shares outstanding, diluted20,133,813 19,994,648 20,107,801 19,962,999 
The accompanying notes to the condensed consolidated financial statements are an integral part of these statements. 
4


KARAT PACKAGING INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)
(In thousands, except share and per share data)
Common Stock Treasury Stock
Additional Paid-in Capital
Retained Earnings
Total Stockholders’ Equity Attributable to Karat Packaging Inc.
Noncontrolling Interest
Total Stockholders’ Equity
Shares Amount Shares Amount
Balance, January 1, 2023
19,908,005 $20 (23,000)$(248)$85,792 $56,118 $141,682 $10,251 $151,933 
Issuance of common stock upon vesting of restricted stock units, net shares withheld to cover taxes2,452 — (14)(14)(14)
Stock-based compensation277277277
Net income9,0059,0051819,186
Balance, March 31, 202319,910,457 $20 (23,000)$(248)$86,055 $65,123 $150,950 $10,432 $161,382 
Cash dividends declared ($0.35 per share)
— — — — — (6,965)(6,965)(6,965)
Issuance of common stock upon vesting of restricted stock units, net shares withheld to cover taxes582 (4)(4)(4)
Stock-based compensation— — — — 216— 216— 216
Net income— — — — — 10,50210,50217510,677
Balance, June 30, 202319,911,039 $20 (23,000)$(248)$86,267 $68,660 $154,699 $10,607 $165,306 
Cash dividends declared ($0.50 per share)
(9,952)(9,952)(9,952)
Stock-based compensation— 250250250
Exercise of stock options5,800103103103
Noncontrolling interest tax withholding— — — — — — (94)(94)
Net income9,0659,065759,140
Balance, September 30, 2023
19,916,839$20 (23,000)$(248)$86,620 $67,773 $154,165 $10,588 $164,753 
Common StockTreasury Stock
Additional Paid-in Capital
Retained Earnings
Total Stockholders’ Equity Attributable to Karat Packaging Inc.
Noncontrolling Interest
Total Stockholders’ Equity
SharesAmountSharesAmount
Balance, January 1, 2024
19,988,482 $20 (23,000)$(248)$86,667 $67,679 $154,118 $8,572 $162,690 
Cash dividends declared ($0.30 per share)
(5,992)(5,992)(5,992)
Issuance of common stock upon vesting of restricted stock units3,750 — 
Stock-based compensation375375375
Exercise of stock options2,800 — — — 52— 52— 52
Global Wells noncontrolling membership interest redemption— — — — — (316)(316)(2,893)(3,209)
Net income— — — — — 6,166 6,166 310 6,476 
Balance, March 31, 202419,995,032 $20 (23,000)$(248)$87,094 $67,537 $154,403 $5,989 $160,392 
Cash dividends declared ($0.35 per share)
— — — — — (7,004)(7,004)(7,004)
Issuance of common stock upon vesting of restricted stock units27,800 — 
Stock-based compensation— — — — 940— 940— 940
Exercise of stock options14,833 — 273273273
Net income— — — — — 9,100 9,100 127 9,227 
Balance, June 30, 202420,037,665$20 (23,000)$(248)$88,307 $69,633 $157,712 $6,116 $163,828 
Cash dividends declared ($0.50 per share)
— — — (10,010)(10,010)— (10,010)
Stock-based compensation— — 400400400
Exercise of stock options6,440 — 116116116
Net income— — — — — 9,094 9,094 168 9,262 
Balance, September 30, 2024
20,044,105 $20 (23,000)$(248)$88,823 $68,717 $157,312 $6,284 $163,596 

The accompanying notes to the condensed consolidated financial statements are an integral part of these statements.
5


KARAT PACKAGING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In thousands)
Nine Months Ended September 30,
20242023
Cash flows from operating activities
Net income $24,965 $29,003 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (including $910 associated with variable interest entity for both the nine months ended September 30, 2024 and 2023, respectively)
7,980 8,058 
Adjustments to allowance for bad debt
212 (673)
Adjustments to inventory reserve370 (27)
Write-off of inventory1,145 3,225 
Impairment of deposits 523 
Impairment of operating right-of-use asset
1,993  
Loss, net, on disposal of machinery and equipment
505 1,708 
Amortization of loan fees (including $46 and $41 associated with variable interest entity for the nine months ended September 30, 2024 and 2023, respectively)
69 57 
Accrued interest on certificates of deposit (including $49 and $0 associated with variable interest entity for the nine months ended September 30, 2024 and 2023, respectively)
(199)(63)
Stock-based compensation1,715 743 
Amortization of operating right-of-use assets5,474 3,617 
(Increase) decrease in operating assets
Accounts receivable (including $0 and $6 associated with variable interest entity for the nine months ended September 30, 2024 and 2023, respectively)
(6,317)(3,399)
Inventories (905)(3,649)
Prepaid expenses and other current assets (including $24 and $22 associated with variable interest entity for the nine months ended September 30, 2024 and 2023, respectively)
1,401 431 
Other non-current assets (including $12 and $34 associated with variable interest entity for the nine months ended September 30, 2024 and 2023, respectively)
(74)(75)
Increase (decrease) in operating liabilities
Accounts payable (including $4 and $57 associated with variable interest entity for the nine months ended September 30, 2024 and 2023, respectively)
5,529 1,701 
Accrued expenses (including $225 and $163 associated with variable interest entity for the nine months ended September 30, 2024 and 2023, respectively)
2,175 (147)
Related party payable (1,343)(2,385)
Income taxes payable  8,010 
Deferred revenue (including $0 and $49 associated with variable interest entity for the nine months ended September 30, 2024 and 2023, respectively)
(430)(478)
Operating lease liabilities
(4,487)(3,313)
Other liabilities
(46)221 
Net cash provided by operating activities$39,732 $43,088 
6


Nine Months Ended September 30,
20242023
Cash flows from investing activities
Purchases of property and equipment(718)(2,870)
Proceeds from disposal of property and equipment
117 605 
Payments for costs incurred from sale of machinery and equipment (189)
Deposits paid for joint venture investment (2,900)
Deposits refunded from joint venture investment 6,900 
Deposit refund from cancelled property and equipment purchase 503 
Deposits paid for property and equipment(2,590)(5,390)
Purchases of short-term investments (including $18,079 and $8,000 associated with variable interest entity for the nine months ended September 30, 2024 and 2023, respectively)
(33,591)(28,000)
Redemption of short-term investments (including $7,000 and $0 associated with variable interest entity for the nine months ended September 30, 2024 and 2023, respectively)
38,602 10,000 
Net cash provided by (used in) investing activities
$1,820 $(21,341)
Cash flows from financing activities
Proceeds from long-term debt (including $0 and $8,000 associated with variable interest entity for the nine months ended September 30, 2024 and 2023, respectively)
 8,000 
Payments for lender fees (61)
Payments on long-term debt (including $834 and $733 associated with variable interest entity for the nine months ended September 30, 2024 and 2023, respectively)
(834)(733)
Tax withholding on vesting of restricted stock units (18)
Proceeds from exercise of common stock options441 103 
Dividends paid to shareholders(23,006)(16,917)
Payment for Global Wells noncontrolling membership interest redemption (including $2,010 and $0 associated with variable interest entity for the nine months ended September 30, 2024 and 2023, respectively)
(2,326) 
Net cash used in financing activities
$(25,725)$(9,626)
Net increase in cash and cash equivalents
$15,827 $12,121 
Cash and cash equivalents
Beginning of period
$23,076 $16,041 
End of period
$38,903 $28,162 
Supplemental disclosures of non-cash investing and financing activities:
Transfers from deposits to property and equipment
$2,919 $8,953 
Non-cash purchases of property and equipment$124 $71 
Supplemental disclosures of cash flow information:
Cash paid for income taxes
$6,416 $309 
Cash paid for interest $1,561 $1,493 
The accompanying notes to the condensed consolidated financial statements are an integral part of these statements. 
7

KARAT PACKAGING INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Nature 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. On April 15, 2021, the Company completed an initial public offering of shares of its common stock. The shares are listed on the NASDAQ Global Market under the symbol "KRT".
The Company is a manufacturer and distributor of single-use disposable products used in a variety of restaurant and foodservice settings. The Company supplies a wide range of products such as food containers, tableware, cups, lids, cutlery, and straws. The products are available in plastic, paper, bagasse, 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 syrups, boba, and coffee drinks.
The Company supplies products to national and regional distributors, supermarkets, airlines, restaurants, and convenience stores as well as to smaller chains and businesses including coffee houses, bubble tea cafes, pizza parlors, and frozen yogurt shops.
The Company currently operates manufacturing facilities and distribution centers in Chino, California; Rockwall, Texas, and Kapolei, Hawaii. In addition, the Company operates seven other distribution centers located in Puyallup, Washington; Summerville, South Carolina; Branchburg, New Jersey; Kapolei, Hawaii; Aurora, Illinois; Mesa, Arizona; and Sugar Land, Texas.
2. Summary of Significant Accounting Policies
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 September 30, 2024 and for the three and nine months ended September 30, 2024 and 2023 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 nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for any other interim period or for the year ending December 31, 2024.
The condensed consolidated balance sheet at December 31, 2023 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, 2023, as included in the Company's Annual Report on Form 10-K filed on March 15, 2024.
Principles 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, and Global Wells Investment Group ("Global Wells"), a variable interest entity wherein the Company is the primary beneficiary. All intercompany accounts and transactions have been eliminated.
Estimates and Assumptions: Management uses estimates and assumptions in preparing financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ materially from the estimates that were assumed in preparing the condensed consolidated financial statements.
Reporting Segments: The Company manages and evaluates its operations in one reportable segment. This segment consists of manufacturing and distribution of a broad portfolio of single-use products that are used to serve food and beverages and are available in plastic, paper, bagasse, biopolymer-based, and other compostable forms. It also consists of the distribution of certain specialty food and beverage products, such as syrup, boba, and coffee drinks, as well as restaurant and warehouse supplies. The Company’s long-lived assets are all located in the United States, and its revenues are almost entirely generated in the United States.
8

KARAT PACKAGING INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Variable Interest Entities: The Company has a variable interest in Global Wells located in Rockwall, Texas. In 2017, Lollicup along with three other unrelated parties formed Global Wells, of which Lollicup received a 13.5% ownership interest and a 25% voting interest. On February 29, 2024, Global Wells and one of its members (the "Selling Member") entered into a membership interest redemption agreement, under which the Selling Member sold and Global Wells purchased and redeemed all of the Selling Member's 10.8% ownership interest in Global Wells for a total cash consideration of $3,208,000, net of tax withholding. Subsequent to the redemption, the ownership interests and voting power of the remaining members of Global Wells were adjusted proportionally, with Lollicup's ownership interest increasing to 15.1% and voting interest increasing to 33.3%. On February 16, 2024, Global Wells made an advance cash payment of $2,325,000 to the Selling Member, with the remaining balance expected to be paid before December 31, 2024.
The purpose of Global Wells is to own, construct, and manage warehouses and manufacturing facilities. Global Wells’ operating agreement may require its members to make additional contributions upon the unanimous decision of the members or when the cash in Global Wells’ bank account falls below $50,000. In the event that a member is unable to make an additional capital contribution, the other members will be required to make contributions to offset the amount that member cannot contribute, up to $25,000.
Global Wells was determined to be a variable interest entity in accordance with ASC Topic 810, Consolidations, however, at the time the investment was made, it was determined that Lollicup was not the primary beneficiary. In 2018, Lollicup entered into an operating lease with Global Wells (the “Texas Lease”). In 2020, the Company entered into another operating lease with Global Wells (the “New Jersey Lease”).
Upon entering into the Texas Lease with Lollicup on March 23, 2018, it was determined that Lollicup holds current and potential rights that give it the power to direct activities of Global Wells that most significantly impact Global Wells’ economic performance, the ability to receive significant benefits, and the obligation to absorb potentially significant losses, resulting in Lollicup having a controlling financial interest in Global Wells. As a result, Lollicup was deemed to be the primary beneficiary of Global Wells and has consolidated Global Wells under the risk and reward model of ASC 810, for the period from March 23, 2018. The monthly lease payments for both the Texas Lease and New Jersey Lease are eliminated upon consolidation.
Assets recognized as a result of consolidating Global Wells do not represent additional assets that could be used to satisfy claims against the Company’s general assets. Conversely, liabilities recognized as a result of consolidating Global Wells do not represent additional claims of the Company’s general assets; rather they represent claims against the specific assets of Global Wells. See Note 8 — Long-Term Debt for a description of the two term loans that Global Wells had with financial institutions as of September 30, 2024.
Noncontrolling Interests: The Company consolidates its variable interest entity, Global Wells, in which the Company is the primary beneficiary. Noncontrolling interests represent third-party equity ownership interests in Global Wells. The Company recognizes noncontrolling interests as equity in the condensed consolidated financial statements separate from the 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 statements of stockholders’ equity.
Revenue Recognition: The Company generates revenues from product sales to customers that include national and regional chains, distributors, small local restaurants, and those that purchase for individual consumption primarily through our online stores. The Company considers revenue disaggregated by customer type to most accurately reflect the nature and uncertainty of its revenue and cash flows that are affected by economic factors. For the three and nine months ended September 30, 2024 and 2023, net sales disaggregated by customer type consist of the amounts shown below.
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(in thousands)
National and regional chains$23,312 $23,407 $68,834 $68,602 
Distributors63,07161,037177,995178,274
Online18,95014,27153,37543,419
Retail7,4386,81320,78019,774
$112,771 $105,528 $320,984 $310,069 
9

KARAT PACKAGING INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
National and regional chains revenue: National and regional chains revenue is derived from chain restaurants and businesses 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.
Distributors revenue: Distributors revenues are derived from national and regional distributors across the U.S. that purchase the Company’s products for resale and distribution to other businesses such as restaurants, supermarkets, offices, and schools. Revenue from distributions is recognized at a point in time upon transfer of control of promised products to customers. Transfer of control typically occurs when the title and risk of loss passes to the customer.
Online revenue: Online revenue is derived from the Company's online storefront on www.lollicupstore.com, and other e-commerce platforms including Amazon, Walmart, and eBay with customers largely consisting of small businesses such as small restaurants, coffee houses, bubble tea cafes, pizza parlors, and frozen yogurt shops. Revenue from online transactions is recognized at a point in time upon transfer of control of promised products to customers. Transfer of control typically occurs when the title and risk of loss passes to the customer. For online sales on third-party e-commerce platforms, the Company is the principal in the three-party arrangement and control of the products remains with the Company at all times until transferring to the end customer or upon return from the end customer. Online platform fees are recognized as selling expenses.
Retail revenue: Retail revenue is derived primarily from regional and local restaurants, coffee houses, bubble tea cafes, pizza parlors, 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.
For all of the Company's revenue streams, shipping terms generally indicate when the title and risk of loss have passed, which is generally when products are delivered to customers. During the nine months ended September 30, 2024, the Company's revenue and cost of goods sold were understated by approximately $700,000 and $400,000, respectively, for products that had been shipped and recorded as revenue and costs of goods sold in 2023 and not delivered until 2024. In the prior periods, the Company had assessed the impact of the lag between shipping and delivery to the previously-issued quarterly and annual financial statements, and concluded that the impact on its overall financial statements, including net sales, cost of goods sold, accounts receivable, inventories and customer deposits was immaterial.
The Company’s contract liabilities consist primarily of rebates, sales incentives, consideration payable to customers for cooperative advertising, and customer deposits. As of September 30, 2024 and December 31, 2023, the rebates, sales incentives and cooperative advertising were not significant to the financial statements. Customer deposits are included in current liabilities in the condensed consolidated balance sheets. During the three months ended September 30, 2024 and 2023, the Company recognized revenue of $8,000 and $16,000, respectively, related to customer deposits received as of the beginning of each respective period. During the nine months ended September 30, 2024 and 2023, the Company recognized revenue of $786,000 and $1,074,000, respectively, related to customer deposits received as of the beginning of each respective period.
Out of Period Adjustment: As previously disclosed in the Company's 2023 Form 10-K, during the quarter ended December 31, 2023, the Company also recorded certain misclassification adjustments for the full year 2023 amounts within the consolidated statement of income with no impact on net income. Those misclassification adjustments were: (i) adjusting online sales third-party platform fees from net sales to selling expenses, (ii) production expenses primarily related to machinery repair and maintenance from general and administrative expenses to cost of goods sold, and (iii) payroll and employee-related costs for the Company's sales team within operating expenses from general and administrative expenses to selling expenses. These misclassification adjustments in the quarter ended December 31, 2023 had no effect on totals for assets and liabilities, shareholders' equity, cash flows or net income for either the quarter ended December 31, 2023 or any of the previously reported quarters in 2023. For the three months ended September 30, 2024, the properly classified amounts related to the online sales platform fees, production expenses, and payroll and employee-related costs for the sales team were $3,047,000, $655,000 and $730,000, respectively. For the nine months ended September 30, 2024, the properly classified amounts related to the online sales platform fees, production expenses, and payroll and employee-related costs for the sales team were $7,971,000, $1,938,000 and $2,177,000, respectively.
Fair Value Measurements: The Company has financial instruments classified within the fair value hierarchy, which consist of the following:
At September 30, 2024, the Company had money market accounts and investments in publicly-traded equity securities classified as Level 1 and certificates of deposit classified as Level 2 within the fair value hierarchy. At December 31, 2023, the Company had money market accounts and certificates of deposit classified as Level 1 and Level 2, respectively, within the fair value hierarchy. The short-term investments comprise of certificates of
10

KARAT PACKAGING INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
deposits with an original maturity of longer than 90 days and are reported at their carrying value as current assets on the condensed consolidated balance sheets. The carrying value of these short-term investments approximates fair value as they were purchased near or on September 30, 2024.
The following table summarizes the Company’s fair value measurements by level at September 30, 2024 for the assets measured at fair value on a recurring basis:
Level 1 Level 2 Level 3
(in thousands)
Cash equivalents$9,463 $21,920 $ 
Short-term investments 21,531  
Publicly-traded equity securities35   
Fair value, September 30, 2024
$9,498 $43,451 $ 
The following table summarize the Company’s fair value measurements by level at December 31, 2023 for the assets measured at fair value on a recurring basis:
Level 1 Level 2 Level 3
(in thousands)
Cash equivalents $5,956 $10,000 $ 
Short-term investments 26,343  
Fair value, December 31, 2023
$5,956 $36,343 $ 
The Company has not elected the fair value option as presented by ASC 825, Fair Value Option for Financial Assets and Financial Liabilities, for the financial assets and liabilities that are not otherwise required to be carried at fair value. Under ASC 820, material financial assets and liabilities not carried at fair value, including accounts receivable, accounts payable, related-party payable, accrued expenses, other payables and borrowings under promissory notes and Line of Credit (as defined below), are reported at their carrying value.
The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, related-party payable, accrued expenses, and other payables at September 30, 2024 and December 31, 2023, approximated fair value because of the short maturity of these instruments. The following is a summary of the carrying amount and estimated fair value of the $23,000,000 and $28,700,000 term loans that mature in September 2026 and July 2027, respectively (the "2026 Term Loan" and "2027 Term Loan," respectively):
September 30, 2024
Carrying AmountEstimated Fair Value
(in thousands)
2026 Term Loan$21,037 $20,074 
2027 Term Loan27,693 27,712 
$48,730 $47,786 
December 31, 2023
Carrying AmountEstimated Fair Value
(in thousands)
2026 Term Loan$21,490 $19,999 
2027 Term Loan28,028 27,810 
$49,518 $47,809 
The fair value of these financial instruments was determined using Level 2 inputs.
11

KARAT PACKAGING INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Certain long-lived non-financial assets and liabilities may be required to be measured at fair value on a nonrecurring basis in certain circumstances, including when there is evidence of impairment. These non-financial assets and liabilities may include assets acquired in a business combination or long-lived assets that are determined to be impaired. During the nine months ended September 30, 2024, the Company recorded an impairment against its operating ROU assets of $1,993,000. See Note 11 — Leases for further information about this impairment charge. With the exception of the ROU impairment, the Company did not have any non-financial assets or liabilities that had been measured at fair value subsequent to initial recognition as of September 30, 2024 or December 31, 2023.
New and Recently Adopted Accounting Standards: The Company is an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), and as such, the Company has elected to take advantage of certain reduced public company reporting requirements. In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards, as a result, the Company will adopt new or revised accounting standards on the relevant dates in which adoption of such standards is required for private companies.
In March 2023, the FASB issued updated ASU 2023-01 Lease (Topic 842): Common Control Arrangements. The new guidance amends ASC 842 to require all lessees, including public business entities, to amortize leasehold improvements associated with common control leases over their useful life to the common control group. The Company adopted this new standard on January 1, 2024, by prospectively amortizing all new leasehold improvements recognized on or after the adoption date. The adoption of this new standard did not have a material impact on the Company's financial statements.
In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The new guidance requires enhanced disclosure of significant expenses that are regularly reported to the chief operating decision maker and the nature of segment expense information used to manage operations. The new guidance is effective for all public companies for annual reporting periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company will adopt the new standard in annual reporting period beginning after December 15, 2023. The application of this new guidance is not expected to have a material impact on the Company’s consolidated balance sheets, statements of income or cash flows, as the guidance pertains to disclosures only.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The new guidance requires disaggregated information about the effective tax rate reconciliation and additional information on taxes paid that meet a quantitative threshold. The new guidance is effective for public companies for annual reporting periods beginning after December 15, 2024, and for non-public companies for annual reporting periods beginning after December 15, 2025, with early adoption permitted for both. The Company will adopt the new standard in annual reporting period beginning after December 15, 2025, and is currently evaluating the impacts of the new guidance on its disclosures within the consolidated financial statements.
3. Inventories
Inventories consist of the following:
September 30, 2024December 31, 2023
(in thousands)
Raw materials $6,596 $9,116 
Semi-finished goods1,551 1,343 
Finished goods 63,491 61,419 
Subtotal 71,638 71,878 
Less: inventory reserve (720)(350)
Total inventories $70,918 $71,528 
The Company incurred inventory adjustments and write-offs of $694,000 and $1,145,000 for the three and nine months ended September 30, 2024, respectively. Similarly, the Company incurred inventory adjustments and write-offs of $281,000 and $3,225,000 for the three and nine months ended September 30, 2023, respectively. Included within the amount for the nine months ended September 30, 2023 was a $1,700,000 write-off of raw materials, as the Company disposed of certain machinery and equipment in executing the strategy to scale back production in certain locations.
12

KARAT PACKAGING INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Inventory adjustments and write-offs are included in cost of goods sold on the accompanying condensed consolidated statements of income. See Note 12 — Impairment Expense and (Gain) Loss, Net, on Disposal of Machinery for further discussion about the disposal of machinery.
4. Property and Equipment
September 30, 2024December 31, 2023
(in thousands)
Machinery and equipment $67,722 $67,321 
Leasehold improvements 19,193 19,085 
Vehicles 8,233 7,038 
Furniture and fixtures 1,015 1,015 
Building 38,779 38,503 
Land 11,907 11,907 
Computer hardware and software 93 93 
Construction in progress316  
147,258 144,962 
Less: accumulated depreciation and amortization(57,126)(49,736)
Total property and equipment, net $90,132 $95,226 
Depreciation and amortization expense is reported within general and administrative expense except for depreciation and amortization expense related to manufacturing facilities and equipment, which is included in cost of goods sold on the accompanying condensed consolidated statements of income.
For the three months ended September 30, 2024 and 2023, depreciation and amortization expense reported within general and administrative expense was $1,099,000 and $1,167,000 respectively, and depreciation and amortization expense reported within cost of goods sold was $1,585,000 and $1,534,000, respectively.
For the nine months ended September 30, 2024 and 2023, depreciation and amortization expense reported within general and administrative expense was $3,154,000 and $3,439,000 respectively, and depreciation and amortization expense reported within cost of goods sold was $4,806,000 and $4,599,000, respectively.
5. Goodwill
The following table summarizes the activity in the Company's goodwill from December 31, 2023 to September 30, 2024:
(in thousands)
Balance at December 31, 2023
$3,510 
Goodwill acquired
Balance at September 30, 2024
$3,510 
6. Line of Credit
Pursuant to the terms of the Business Loan Agreement, dated February 23, 2018, between Lollicup, as borrower, and Hanmi Bank, as lender (as amended, the “Loan Agreement”), the Company has a line of credit with a maximum borrowing capacity of $40,000,000 (the “Line of Credit”) secured by the Company’s assets. The Company is not required to pay a commitment (unused) fee on the undrawn portion of the Line of Credit and interest is payable monthly. The Company is required to comply with certain financial covenants, including a minimum current ratio, minimum debt to earnings before interest, taxes, depreciation and amortization ("EBITDA") ratio and a minimum fixed charge coverage ratio.
On March 14, 2023, the Company amended the Line of Credit. Prior to March 14, 2023, interest accrued at the annual rate of prime less 0.25% with a minimum floor of 3.25%. The amendment on March 14, 2023, among other things, (1) extended the maturity date to March 14, 2025, and (2) revised the interest on any Line of Credit borrowings to an annual rate of one month term Secured Overnight Financing Rate ("SOFR") plus 2.50%, with a SOFR floor of 1.0%.
13

KARAT PACKAGING INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The Line of Credit also includes a standby letter of credit sublimit, which was amended and increased to $5,000,000 from $2,000,000 on June 20, 2023.
The Company had no borrowings outstanding under the Line of Credit as of both September 30, 2024 and December 31, 2023. The amount issued under the standby letter of credit was $3,813,000 and $3,766,000 as of September 30, 2024 and December 31, 2023, respectively. As of September 30, 2024, the maximum remaining amount that could be borrowed under the Line of Credit was $36,187,000. As of both September 30, 2024 and December 31, 2023, the Company was in compliance with the financial covenants under the Line of Credit.
7. Accrued Expenses
The following table summarizes information related to accrued expense liabilities:
September 30, 2024December 31, 2023
(in thousands)
Accrued miscellaneous expenses$3,288 $1,271 
Accrued payroll 988 1,685 
Accrued ocean freight and other import costs4,025 3,513 
Accrued sale and use taxes1,041 1,006 
Accrued professional services fees
612 845 
Accrued vacation and sick pay
936 619 
Accrued property tax834 552 
Accrued shipping expenses 697 525 
Accrued sales discount expense257 487 
Accrued interest expense73 73 
Total accrued expenses $12,751 $10,576 
14

KARAT PACKAGING INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
8. Long-Term Debt
Long-term debt consists of the following:
September 30, 2024December 31, 2023
(in thousands)
The 2026 Term Loan, with an initial balance of $16,115,000 and an option to request for additional advances up to a maximum of $6,885,000 through September 2022, which the Company exercised in February 2022. Interest accrues at a fixed rate of 3.5% per annum. Principal and interest payments of $116,000 are due monthly throughout the term of the loan, with the remaining principal balance due at maturity. The loan is collateralized by substantially all of Global Wells’ assets and is guaranteed by Global Wells and one of the Company’s stockholders. In accordance with the loan agreement, Global Wells is required to comply with certain financial covenants, including a minimum debt service coverage ratio.
$21,084 $21,555 
The 2027 Term Loan, with an initial balance of $20,700,000 and an option to request for additional advances up to a maximum of $8,000,000 through June 30, 2023, which the Company exercised in March 2023. Interest accrues at a fixed rate of 4.375% per annum. Prior to August 1, 2023, principal and interest payments of $104,000 are due monthly. Beginning August 1, 2023, monthly principal and interest payments increased to $144,000 for the remainder of the loan term, with the remaining principal balance due at maturity. The loan is collateralized by substantially all of Global Wells’ assets and is guaranteed by one of the Company’s stockholders. In accordance with the loan agreement, Global Wells is required to comply with certain financial covenants, including a minimum debt coverage ratio.
$27,802 $28,166 
Long-term debt48,886 49,721 
Less: unamortized loan fees(156)(203)
Less: current portion(1,165)(1,122)
Long-term debt, net of current portion$47,565 $48,396 

At September 30, 2024, future maturities are:
(in thousands)
2024 (remainder)$287 
20251,179 
202620,798 
202726,622 
$48,886 

The Company was in compliance with all of its financial covenants as of both September 30, 2024 and December 31, 2023.
9. Stock-Based Compensation
In January 2019, the Company’s board of directors adopted the 2019 Stock Incentive Plan (the “Plan”). A total of 2,000,000 shares of common stock were authorized and reserved for issuance under the Plan in the form of incentive or nonqualified stock options and stock awards. A committee appointed by the board of directors of the Company determines the terms and conditions of each grant under the Plan. Employees, directors, and consultants are eligible to receive stock options and stock awards under the Plan. The aggregate number of shares available under the Plan and the number of shares subject to outstanding options may be increased or decreased by the Plan administrator to reflect any changes in the outstanding common stock by reason of any recapitalization, reorganization, reclassification, stock split, reverse split, combination of shares, exchange of shares, stock dividend or other distribution payable in capital stock or similar transaction.
15

KARAT PACKAGING INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The exercise price of incentive stock options may not be less than the fair market value of the common stock at the date of grant. The exercise price of incentive stock options granted to individuals that own greater than 10% of the voting stock may not be less than 110% of the fair market value of the common stock at the date of grant.
The term of each incentive and nonqualified option is based upon conditions as determined by the option agreement; however, the term can be no more than ten years from the date of the grant. In the case of an incentive stock option granted to an optionee who, at the time the option is granted, owns stock representing more than 10% of the voting power of all classes of stock of the Company or any parent or subsidiary, the term of the option will be a shorter term as provided in the option agreement, but not more than five years from the date of the grant.
As of September 30, 2024, a total of 1,287,017 shares of common stock were available for further award grants under the Plan. For the three months ended September 30, 2024 and 2023, the Company recognized a total of $400,000 and $250,000 in stock-based compensation expense, respectively. For the nine months ended September 30, 2024 and 2023, the Company recognized a total of $1,715,000 and $743,000 in stock-based compensation expense, respectively. The Company recognizes stock-based compensation over the vesting period, which generally ranges from two (2) to three (3) years for both the restricted stock units and stock options.
Stock Options
A summary of the Company’s stock option activity under the Plan for the nine months ended September 30, 2024 is as follows:
Number of Options
Weighted-Average Exercise Price
Weighted-Average Remaining Contract Life (In Years)
Aggregate Intrinsic Value
(in thousands)
Outstanding at December 31, 2023
386,473 $18.58 7.8$2,424 
Exercised (24,073)$18.33 
Forfeited(33,333)$18.86 
Outstanding at September 30, 2024
329,067 $18.57 7.1$2,410 
Vested and expected to vest at September 30, 2024
329,067 $18.57 7.1$2,410 
Exercisable at September 30, 2024
209,067 $18.58 7.1$1,528 
There were no stock options granted during the nine months ended September 30, 2024. At September 30, 2024, total remaining stock-based compensation cost for unvested stock options under the Plan was approximately $10,000. The cost is expected to be recognized over a weighted-average period of 0.3 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 September 30, 2024, multiplied by the number of shares per each option.
Restricted Stock Units
A summary of the Company’s unvested restricted stock units activity under the Plan for the nine months ended September 30, 2024 is as follows:
Number of Shares Outstanding
Weighted Average Grant Date Fair Value
Unvested at December 31, 20235,346 $16.71 
Granted 97,004 29.31 
Vested(31,550)27.54
Unvested at September 30, 202470,800 $29.14 
On March 12, 2024, the Company's Compensation Committee of the Board of Directors approved a grant totaling 91,000 restricted stock units to certain key employees. The grant date fair value of these restricted stock units was $2,674,000. The restricted stock units vest at various times between May 2024 and May 2026.
16

KARAT PACKAGING INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On May 7, 2024, the Company's Compensation Committee of the Board of Directors approved a grant totaling 6,000 restricted stock units to each independent director of the Board of Directors. The grant date fair value of these restricted stock units was $169,000. The restricted stock units vest at various times between May 2025 and May 2026.
At September 30, 2024, total remaining stock-based compensation cost for unvested restricted stock units was approximately $1,317,000. The cost is expected to be recognized over a weighted-average period of 1.2 years.
10. Earnings Per Share
(a)Basic
Basic earnings per share is calculated by dividing the net income attributable to equity holders of the Company for the period by the weighted average number of common shares outstanding during the period.
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(in thousands, except per share data)
Net income attributable to Karat Packaging Inc.$9,094 $9,065 $24,360 $28,572 
Weighted average number of common shares in issue20,018 19,891 19,994 19,888 
Basic earnings per share$0.45 $0.46 $1.22 $1.44 
(b)Diluted
Diluted earnings per share is calculated based upon the weighted average number of common shares and common equivalent shares outstanding during the period, calculated using the treasury stock method. Under the treasury stock method, exercise proceeds include the amount the employee must pay for exercising stock options and the amount of compensation cost related to stock awards for future services that the Company has not yet recognized. Common equivalent shares are excluded from the computation in periods in which they have an anti-dilutive effect.
The following table summarizes the calculation of diluted earnings per share:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(in thousands, except per share data)
Net income attributable to Karat Packaging Inc.$9,094 $9,065 $24,360 $28,572 
Weighted average number of common shares in issue20,018 19,891 19,994 19,888 
Dilutive shares
Stock options and restricted stock units116 104 114 75 
Adjusted weighted average number of common shares20,134 19,995 20,108 19,963 
Diluted earnings per share$0.45 $0.45 $1.21 $1.43 
For both the three months ended September 30, 2024 and 2023, no shares of potentially dilutive shares, have been excluded in the diluted earnings per share calculation due to their anti-dilutive impact on earnings per share. For the nine months ended September 30, 2024 and 2023, a total of 6,403 and 285,000 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.
11. Leases
The Company primarily leases manufacturing facilities, distribution centers, and office spaces with lease terms expiring through 2031. In May 2024, the Company determined there was a change in the assessment of whether the renewal option on the lease agreement for its Chino, California facility was reasonably certain to be exercised. As a result, the Company remeasured the lease liability and the right-of-use asset for this lease, utilizing the fair market rate determined by independent arbitrators on July 8, 2024, and an extended lease term expiring July 31, 2029.
The Company recognized the following lease costs in the accompanying condensed consolidated statement of income:
17

KARAT PACKAGING INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(in thousands)(in thousands)
Operating lease expense$2,752 $1,606 $6,694 $4,454 
Short-term lease expense370 106 795 143 
Variable lease expense357 260 1,125 750 
Total lease expense$3,479 $1,972 $8,614 $5,347 
For the three months ended September 30, 2024 and 2023, rent expense included in operating expenses was $2,843,000 and $1,653,000, respectively, and rent expense included in cost of goods sold was $636,000 and $319,000, respectively. For the nine months ended September 30, 2024 and 2023, rent expense included in operating expenses was $7,209,000 and $4,542,000, respectively, and rent expense included in cost of goods sold was $1,405,000 and $805,000, respectively.
The following table presents supplemental information related to operating leases:
September 30, 2024December 31, 2023
Weighted average remaining lease term4.55 years4.51 years
Weighted average discount rate7.0 %6.2 %
Nine Months Ended September 30,
20242023
(in thousands)
Cash paid for amounts included in measurement of lease obligations:
Operating cash flows from operating leases$5,721 $4,129 
As of September 30, 2024, future lease payments under operating leases were as follows:
(in thousands)
2024 (remainder)$2,825 
202511,550
202611,909
202710,827
20289,617
Thereafter6,216
Total future lease payments52,944
Less: imputed interest(7,725)
Total lease liability balance$45,219 
During the nine months ended September 30, 2024, the Company recorded a non-cash impairment of a ROU asset of $1,993,000 resulting from the sublease of its City of Industry warehouse in California.
Global Wells is the landlord under an operating lease agreement with an unrelated party that generates monthly rental payments from $62,000 to $65,000 and ends on October 31, 2025. The expected rental income is $185,000 for the remaining three months of the year ending December 31, 2024, and $616,000 for the year ending December 31, 2025.
12. Impairment Expense and (Gain) Loss, Net, on Disposal of Machinery and Equipment
In February 2023, the Company started to execute a strategy to increase imports and scale back manufacturing in certain locations. The Company reached an agreement with two unrelated third-party vendors in Taiwan to sell them certain of its manufacturing machinery and equipment. The Company also cancelled certain equipment purchase
18

KARAT PACKAGING INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
commitments that it had previously paid deposits towards, and disposed of certain machinery and equipment through abandonment.
During the three and nine months ended September 30, 2023, the Company recorded a net gain of $310,000 and a net loss of $1,612,000, respectively, on disposal of machinery and equipment associated with the sale of machinery to the vendors in Taiwan. During the nine months ended September 30, 2023, the Company recorded $523,000 of impairment expense related to the unrecoverable cancelled deposits.
The Company also recorded a net gain of $27,000 and net loss of $505,000 on disposal of fixed assets during the normal course of business for the three and nine months ended September 30, 2024, respectively, and recorded a net loss of $0 and $96,000 on disposal of fixed assets during the normal course of business for the three and nine months ended September 30, 2023, respectively.
13. Related Party Transactions
On April 6, 2022, the Company entered into a joint venture agreement (the "JV Agreement") to establish a new corporation, Bio Earth, to build a bagasse factory in Taiwan. The JV Agreement stipulated an investment by the Company of approximately $6,500,000 for a 49% interest in Bio Earth. During the year ended December 31, 2022, the Company made payments of $5,876,000 and received a refund of $1,876,000 under the JV agreement. During the three months ended March 31, 2023, the Company made additional payments of $2,900,000 and received a refund of $900,000 under the JV Agreement.
On May 8, 2023, the Company entered into a Share Transfer Agreement (the "Share Transfer Agreement"), with approval of the Board of Directors, to sell all of its equity interest in Bio Earth to Keary Global Ltd. ("Keary Global") for a total consideration of approximately $6,100,000 (the "Share Transfer"), representing the total net deposits made by the Company of $6,000,000 under the JV Agreement as discussed above and interest accruing at 5% per annum. Keary Global and its affiliate, Keary International are both owned or controlled by Jeff Yu, brother of the Company's Chief Executive Officer, Alan Yu. Concurrent with the Share Transfer Agreement, the Company also entered into an agreement with Keary Global, Bio Earth and Happiness Moon Co., Ltd. (“Happiness Moon”) pursuant to which (i) Lollicup agreed to transfer all Bio Earth shares, as well as its rights and obligations under the JV Agreement to Keary Global, (ii) Happiness Moon and Bio Earth agree to foregoing and (iii) Bio Earth shall manage the regulatory and registration requirements related to the Share Transfer.
As of the end of the second quarter of 2023, the Company had completed the Share Transfer to Keary Global and received the total consideration of $6,100,000 in full.
Keary Global Ltd. owns 250,004 shares of the Company's common stock as of September 30, 2024, which Keary Global acquired upon exercise of two convertible notes during the third quarter of 2018. 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 September 30, 2024 and December 31, 2023, the Company has accounts payable due to Keary Global and Keary International of $3,963,000 and $5,306,000, respectively. Purchases for the three months ended September 30, 2024 and 2023 from this related party were $7,473,000 and $7,371,000, respectively. Purchases for the nine months ended September 30, 2024 and 2023 from this related party were $30,920,000 and $32,384,000, respectively.
14. Income Taxes
For the three months ended September 30, 2024 and 2023, the Company's income tax expense was $2,597,000 and $2,904,000, respectively, with an effective tax rate of 21.9% and 24.1%, respectively. For the nine months ended September 30, 2024 and 2023, the Company's income tax expense was $7,413,000 and $9,045,000, respectively, with an effective tax rate of 22.9% and 23.8%, respectively. For both the three and nine months ended September 30, 2024 and 2023, the Company's effective tax rate differed from the United States federal statutory rate of 21% primarily due to state taxes and noncontrolling interest income.
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 sufficient positive evidence existed to conclude that it is more likely than not there will be full utilization of the deferred tax assets in each jurisdiction. As such, as of September 30, 2024, the Company did not record any valuation allowance.
19

KARAT PACKAGING INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The Company remains subject to the Internal Revenue Services ("IRS") examination for the 2020 through 2022 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 for the 2019 through 2022 tax years. As of September 30, 2024, and December 31, 2023, the Company did not have any unrecognized tax benefit.
15. Commitments and Contingencies
In May 2023, the Company received a Notice of Investigations and Interim Measures stating that U.S. Customs and Border Protection (“CBP”) had initiated a formal investigation to determine whether the Company had evaded the anti-dumping and countervailing duty orders on lightweight thermal paper from China by transshipping the merchandise through Taiwan. The period of investigation was from January 2022 through the pendency of the investigation. On February 5, 2024, CBP issued its Notice of Determination concluding that the manufacturing procedures performed by the manufacturer in Taiwan, which the Company imported certain thermal paper products from, did not constitute substantial transformation. As of December 31, 2023, the Company had a reserve of $2,738,000, representing the total estimated probable loss on all thermal paper imports under the investigation period minus payments already made. On March 19, 2024, the Company initiated an appeal process by submitting a request for an administrative review of the initial determination issued by CBP. On June 11, 2024, CBP completed the administrative review and upheld its initial conclusion. The Company is in the process of assessing further appeal options. The Company accrued interest of $81,000 and $246,000 during the three and nine months ended September 30, 2024, related to the estimated total probable loss, increasing the total reserve to $2,984,000 as of September 30, 2024. The amount of the final payments could differ materially from the Company's current estimate.
Additionally, the Company is a party to, and certain of its property is the subject of, various pending claims and legal proceedings that routinely arise in the ordinary course of its business. Management believes that the outcome of such litigation and claims, should they arise in the future, is not likely to have a material effect on the Company’s financial position or results of income.
16. Secondary Offering
On September 12, 2023, certain selling stockholders completed a secondary public offering of shares of the Company's common stock. The Company did not receive any of the proceeds from the sale of these shares by the selling stockholders. The Company incurred offering transaction costs of $453,000, which were recognized in general and administrative expense in the condensed consolidated statement of income.
17. Subsequent Events
On November 5, 2024, the Company's Board of Directors declared a quarterly cash dividend of $0.40 per share on the Company's common stock, which will be paid on November 29, 2024 to shareholders of record at the close of business on November 20, 2024.
20


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 public health crises including pandemics;

our ability to attract and retain skilled personnel and senior management; and

other risks and uncertainties described in “Risk Factors" as set forth in Item I, Part 1A, “Risk Factors” of the Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the Securities and Exchange Commission (the "SEC") on March 15, 2024 (the "2023 Form 10-K").

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.

Due to rounding, numbers presented throughout this report may not add up precisely to totals we provide and percentages may not precisely reflect the absolute figures.
21


Overview
We are a rapidly-growing specialty distributor and select manufacturer of 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.
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 we have established ourselves as a differentiated provider of high-quality products relative to our competitors. Our operating model entails generating the majority of our revenue from the distribution of our vendors' products complemented by select manufacturing capabilities in the U.S., which allows us to provide customers with broad product choices and customized offerings with short lead times even during global supply chain disruptions. This model provides us with the flexibility to adjust the mix of our product offering from import and manufacturing in evolving economic environment to drive operating efficiency and sustained margin expansion.
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 seven other warehouse spaces and distribution centers located in Puyallup, Washington; Summerville, South Carolina; Branchburg, New Jersey; Kapolei, Hawaii; Aurora, Illinois; Mesa, Arizona; and Sugar Land, Texas. Our distribution centers are strategically located in proximity to major population centers, including the Los Angeles, New York, Chicago, Dallas, Houston, Seattle, Phoenix, Atlanta, and Honolulu metro areas.
We manage and evaluate our operations in one reportable segment.
Business Highlights and Trends
We recorded net sales of $112.8 million for the three months ended September 30, 2024, an increase of 6.9% in amount and 9.9% in volume, compared to the three months ended September 30, 2023. For the nine months ended September 30, 2024, we recorded net sales of $321.0 million, an increase of 3.5% in amount and 5.6% in volume, compared to the nine months ended September 30, 2023.
We achieved gross margin of 38.6% and 38.8% for the three and nine months ended September 30, 2024, respectively, an increase of 170 and 40 basis points from the three and nine months ended September 30, 2023, respectively. During the nine months ended September 30, 2023, we recorded a $1.7 million write-off of certain raw materials, as we disposed of certain machinery and equipment in executing the plan to scale back production in certain locations. The impact of the write-off was a decrease in gross margin of 60 basis points for the nine months ended September 30, 2023.
We recorded net income of $9.3 million and $25.0 million for the three and nine months ended September 30, 2024, respectively, an increase of 1.3% and a decrease of 13.9% compared to the three and nine months ended September 30, 2023, respectively. Net income for the nine months ended September 30, 2024 included a negative tax-effected impact of $1.5 million from a non-cash impairment of an operating right-of-use asset ("ROU asset"). Net income for the nine months ended September 30, 2023 included a negative tax-effected impact of $1.6 million in impairment expense and loss on disposal of machinery, as we executed our strategy to scale back manufacturing in certain locations, and a negative tax-effected impact of $1.3 million in raw materials write-off, as discussed above.
We achieved net income margin of 8.2% and 7.8% for the three and nine months ended September 30, 2024, respectively, a decrease of 50 and 160 basis points from the three and nine months ended September 30, 2023, respectively. Net income margin for the nine months ended September 30, 2024 included a negative tax-effected impact of 50 basis points from the non-cash ROU asset impairment, as discussed above. Net income margin for the nine months ended September 30, 2023 included a negative tax-effected impact of 90 basis points from the raw materials write-off and impairment expense and loss on disposal of machinery, as discussed above.
We generated $19.5 million and $39.7 million in net cash from operating activities for the three and nine months ended September 30, 2024, respectively, compared to $12.0 million on and $43.1 million during the three and nine months ended September 30, 2023, respectively.
22


We generated consolidated Adjusted EBITDA, a non-GAAP measure defined below, of $14.7 million and $43.9 million for the three and nine months ended September 30, 2024, respectively, a decrease of 3.4% and 14.9% from the three and nine months ended September 30, 2023, respectively.
We achieved Adjusted EBITDA margin, a non-GAAP measure defined below, of 13.0% and 13.7% for the three and nine months ended September 30, 2024, respectively, a decrease of 140 and 290 basis points from the three and nine months ended September 30, 2023, respectively.
We had financial liquidity of $75.1 million and additional short-term investments of $21.5 million as of September 30, 2024.
On November 5, 2024, our Board of Directors declared another quarterly cash dividend of $0.40 per share on our common stock, which will be paid on or around November 29, 2024 to shareholders of record at the close of business on November 20, 2024.
Trends in Our Business
The following trends have contributed to the results of our operations, and we anticipate that they will continue to affect our future results:
One of the most noticeable recent changes in the restaurant industry is how customers view food delivery and take-out as compared to the traditional form of on-premise dining. There now appears to be a growing preference for the former and we believe this trend will continue to 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. Our eco-friendly products made up 33.4% of total sales during the three months ended September 30, 2024 compared to 32.7% during the same period last year.
Most of our products are sourced from vendors abroad and as a result we incur freight costs from these overseas import shipments, which could be a significant component of our cost of goods sold. Elevated ocean freight rates could pressure our gross margin, and if we raise our price, dampen the demand for our products. Steady or dropping ocean freight could yield significant opportunities for us to expand our margin. However, it could also reduce the barrier of entry, intensifying the competition.
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.
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 impacts of inflation to our costs. There can also be lags between cost inflation and the implementation of price increases, which could negatively 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 offset the impacts of inflation.
Supplier chain effectiveness 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 manage our global supply chain 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.
We have made a strategic business decision to pivot into a more asset-light growth model by increasing import and scaling back manufacturing in certain locations. We believe this will have either a positive or a negative
23


impact on our results of operations, depending on whether we can successfully source and import finished goods at a price that is more favorable than domestically manufacturer products, and effectively realize savings from reduced manufacturing capabilities.
Critical Accounting Estimates
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 2023 Form 10-K.
Results of Operations
The amount and percentage changes calculated in the discussion below were based on numbers rounded to the nearest thousands.
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(in thousands)(in thousands)
Net sales$112,771$105,528$320,984$310,069
Cost of goods sold69,27466,584196,478191,120
Gross profit43,49738,944124,506118,949
Operating expenses32,22727,56494,04581,498
Operating income11,27011,38030,46137,451
Other income, net
5896641,917597
Provision for income taxes2,5972,9047,4139,045
Net income$9,262$9,140$24,965$29,003
Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023
Net sales
Net sales were $112.8 million for the three months ended September 30, 2024 compared to $105.5 million for the three months ended September 30, 2023, an increase of $7.2 million, or 6.9%. The increase is primarily driven by an increase of $9.4 million in volume and change in product mix, and an increase of $3.0 million due to the inclusion of online sales platform fees for the three months ended September 30, 2024, partially offset by a $5.7 million unfavorable year-over-year pricing comparison, as the overall pricing environment remains competitive especially in the distributor channel.
Cost of goods sold
Cost of goods sold was $69.3 million for the three months ended September 30, 2024 compared to $66.6 million for the three months ended September 30, 2023, an increase of $2.7 million, or 4.0%. The increase was primarily driven by an increase in ocean freight and duty costs of $1.4 million as a result of increased import volume coupled with higher freight container rates, and the inclusion of $0.7 million of production expenses primarily related to machinery repair and maintenance during the three months ended September 30, 2024.
Gross profit

Gross profit was $43.5 million for the three months ended September 30, 2024 compared to $38.9 million for the three months ended September 30, 2023, an increase of $4.6 million, or 11.7%. Gross margin for the three months ended September 30, 2024 was 38.6% compared to 36.9% for the three months ended September 30, 2023. Gross margin for the three months ended September 30, 2024 included a net favorable impact of 110 basis points from the adjustments to net sales related to online platform fees and cost of goods sold related to production expenses, as discussed above. Compared to the three months ended September 30, 2023, gross margin for the three months ended September 30, 2024 benefited
24


from lower product pricing as product costs as a percentage of net sales decreased to 49.6% from 52.8% during the three months ended September 30, 2023. This is primarily due to more favorable vendor pricing and increased import as a percentage of total product mix, in keeping with our asset-light strategy. At the same time, gross margin during the three months ended September 30, 2024 was negatively impacted by the increase in ocean freight and duty costs, as discussed above, which as a percentage of net sales increased from 7.9% during the three months ended September 30, 2023 to 8.6%.
Operating expenses

Operating expenses were $32.2 million for the three months ended September 30, 2024 compared to $27.6 million for the three months ended September 30, 2023, an increase of $4.7 million, or 16.9%. Operating expenses for the three months ended September 30, 2024 included $3.0 million of online sales platform fees. Additionally, rent and warehouse expenses increased $1.3 million due to the opening of new distribution centers in late 2023 and early 2024 and a higher rate on our Chino, California facility lease extension, shipping and transportation costs increased $1.2 million primarily as a result of the volume increase, and marketing expense increased $0.5 million as we increased online marketing efforts to grow our e-commerce sales channel. These increases in operating expenses were partially offset by a decrease of $0.7 million from the inclusion of production expenses in cost of goods sold for the three months ended September 30, 2024, and a decrease of $0.3 million in professional expenses primarily due to transaction costs incurred during the three months ended September 30, 2023 in connection with the secondary offering. See Note 16 — Secondary Offering for further information.

Operating income

Operating income was $11.3 million for the three months ended September 30, 2024 compared to $11.4 million for the three months ended September 30, 2023, a decrease of $0.1 million, or 1.0%. The decrease was primarily due to an increase in operating expenses of $4.7 million, partially offset by an increase in gross profit of $4.6 million, as discussed above.
Other income, net

Other income, net was $0.6 million for the three months ended September 30, 2024 compared to $0.7 million for the three months ended September 30, 2023, a decrease of $0.1 million, or 11.3%. Other income, net for the three months ended September 30, 2024 included a loss on foreign currency transactions of $0.3 million, compared to a gain on foreign currency transactions of $0.5 million for the three months ended September 30, 2023. At the same time, interest income increased $0.3 million, primarily from the increase in our certificates of deposit investments, and rental income increased $0.3 million primarily from the sublease of our City of Industry warehouse.
Provision for income taxes

Provision for income taxes was $2.6 million for the three months ended September 30, 2024 compared to $2.9 million for the three months ended September 30, 2023, a decrease of $0.3 million, or 10.6%. The Company’s effective tax rate was 21.9% for the three months ended September 30, 2024 compared to 24.1% for the three months ended September 30, 2023, primarily due to the change in the non-taxable non-controlling interest income.
Net income
Net income was $9.3 million for the three months ended September 30, 2024 compared to $9.1 million for the three months ended September 30, 2023, an increase of $0.1 million, or 1.3%. The increase was primarily driven by a reduction in the provision for income taxes of approximately $0.3 million, partially offset by a decrease in operating income of $0.1 million, and other income, net of $0.1 million, as discussed above.

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023
Net sales
Net sales were $321.0 million for the nine months ended September 30, 2024 compared to $310.1 million for the nine months ended September 30, 2023, an increase of $10.9 million, or 3.5%. Net sales for the nine months ended September 30, 2024 was understated by $0.7 million, which represented products shipped and recognized as revenue in 2023 and not delivered until 2024. See further discussion about the Company's revenue recognition in Note 2 — Summary of Significant
25


Accounting Policies. Including this impact, the year-over-year increase in net sales is primarily driven by an increase of $22.9 million in volume and change in product mix, and an increase of $8.0 million due to the inclusion of online sales platform fees for the nine months ended September 30, 2024, partially offset by $20.3 million unfavorable year-over-year pricing comparison, as the overall pricing environment remains competitive especially in the distributor channel.
Cost of goods sold
Cost of goods sold was $196.5 million for the nine months ended September 30, 2024 compared to $191.1 million for the nine months ended September 30, 2023, an increase of $5.4 million, or 2.8%. Cost of goods sold for the nine months ended September 30, 2024 was understated by $0.4 million related to products shipped and recognized as cost of goods sold in 2023 and not delivered until 2024, as discussed above. Including this impact, the year-over-year increase in cost of goods sold was primarily driven by an increase in freight and duty costs of $5.5 million as a result of increased import volume coupled with higher freight container rates, as well as an increase in inventory reserve adjustment of $0.3 million. Additionally, cost of goods sold during the nine months ended September 30, 2024 included $1.9 million of production expenses primarily related to machinery repair and maintenance. These increases were partially offset by a decrease in inventory adjustments and write-offs of $2.1 million as the nine months ended September 30, 2023 included more inventory write-offs from expired products and a write-off of $1.7 million of raw materials as we disposed of certain machinery and equipment in executing the plan to scale back production in certain locations.
Gross profit

Gross profit was $124.5 million for the nine months ended September 30, 2024 compared to $118.9 million for the nine months ended September 30, 2023, an increase of $5.6 million, or 4.7%. Gross profit for the nine months ended September 30, 2024 was understated by $0.3 million related to products shipped and recognized as revenue and cost of goods sold in 2023 and not delivered until 2024, as discussed above. Gross margin increased to 38.8% for the nine months ended September 30, 2024 from 38.4% for the nine months ended September 30, 2023. Gross margin for the nine months ended September 30, 2024 included a net favorable impact of 90 basis points from the adjustments to net sales related to online platform fees and cost of goods sold related to production expenses, respectively, as discussed above. Compared to the nine months ended September 30, 2023, gross margin for the nine months ended September 30, 2024 benefited from lower product pricing as product costs as a percentage of net sales decreased to 49.9% from 52.2% during the nine months ended September 30, 2023. This is primarily due to more favorable vendor pricing and increased import as a percentage of total product mix, in keeping with our asset-light strategy. Additionally, gross margin improved 70 basis points as the nine months ended September 30, 2023 included more inventory write-offs from expired products and a write-off of $1.7 million of raw materials as we disposed of certain machinery and equipment in executing the plan to scale back production in certain locations, as discussed above. At the same time, gross margin during the nine months ended September 30, 2024 was negatively impacted by the increase in freight and duty costs, as discussed above, increasing to 8.2% from 6.7% during the nine months ended September 30, 2023.
Operating expenses

Operating expenses were $94.0 million for the nine months ended September 30, 2024 compared to $81.5 million for the nine months ended September 30, 2023, an increase of $12.5 million, or 15.4%. Operating expenses for the nine months ended September 30, 2024 included $8.0 million of online sales platform fees, $2.0 million of non-cash impairment of a ROU asset resulting from the sublease of our City of Industry warehouse in California, as we optimized our distribution footprint in the southwest region with the opening of a new warehouse in Mesa, Arizona, and $0.5 million from loss on disposal of machinery in the normal course of business. In comparison, operating expenses for the nine months ended September 30, 2023 included impairment expense and loss on disposal of machinery of $2.2 million due to executing the plan to scale back production in the U.S.. At the same time, rent and warehouse expenses increased $3.9 million from the opening of new distribution centers in late 2023 and early 2024 and a higher rate on our Chino, California facility lease extension, marketing expense increased $1.2 million as we increased online marketing efforts to grow our e-commerce sales channel, stock-based compensation expense increased $1.0 million, and bad debt expense increased $0.5 million in bad debt expense. Such increases were partially offset by a decrease of $1.9 million from the inclusion of production expenses in cost of goods sold for the nine months ended September 30, 2024.

Operating income

Operating income was $30.5 million for the nine months ended September 30, 2024 compared to $37.5 million for the nine months ended September 30, 2023, a decrease of $7.0 million, or 18.7%. The decrease was primarily due to an
26


increase in operating expenses of $12.5 million, partially offset by an increase in gross profit of $5.6 million, as discussed above.
Other income, net

Other income, net was $1.9 million for the nine months ended September 30, 2024 compared to $0.6 million for the nine months ended September 30, 2023, an increase of $1.3 million, or 221.1%. The increase was primarily due to an increase of $0.7 million in rental income from the sublease of our City of Industry warehouse, and an increase of $0.7 million in interest income from our investments in certificates of deposit.
Provision for income taxes

Provision for income taxes was $7.4 million for the nine months ended September 30, 2024 compared to $9.0 million for the nine months ended September 30, 2023, a decrease of $1.6 million, or 18.0%. The Company’s effective tax rate was 22.9% for the nine months ended September 30, 2024 compared to 23.8% for the nine months ended September 30, 2023, primarily due to the change in the non-taxable non-controlling interest income.
Net income

Net income was $25.0 million for the nine months ended September 30, 2024 compared to $29.0 million for the nine months ended September 30, 2023, a decrease of $4.0 million, or 13.9%. The decrease was primarily driven by a decrease in operating income of $7.0 million, partially offset by an increase in other income, net of $1.3 million, and a decrease in the provision for income taxes of $1.6 million, as discussed above.
27


Non-GAAP Financial Measures
We use certain non-GAAP financial measures to assess our financial and operating performance that are not defined by, or calculated in accordance with U.S. 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 U.S. 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 calculated as net income excluding (i) interest income, (ii) interest expense, (iii) provision for income taxes, (iv) depreciation and amortization, (v) stock-based compensation expense, (vi) secondary offering transaction costs, (vii) write-off of certain inventory items outside the normal course of business, (viii) impairment expense and (gain) loss, net, on disposal of machinery outside the normal course of business, and (ix) operating right-of-use asset impairment. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by net sales.
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 US 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.
Three Months Ended September 30,
Reconciliation of Adjusted EBITDA (unaudited)
20242023
(in thousands, except percentages)
Amount% of Net SalesAmount% of Net Sales
Net income
$9,2628.2 %$9,1408.7 %
Add (deduct):
Interest income(770)(0.7)(454)(0.4)
Interest expense5350.55360.5
Provision for income taxes2,5972.32,9042.8
Depreciation and amortization2,6912.32,7082.6
Stock-based compensation expense
4000.42500.2
Secondary offering transaction costs (1)
— 4530.4
Gain, net, on disposal of machinery (2)
— (310)(0.4)
Adjusted EBITDA$14,71513.0 %$15,22714.4 %

28


Nine Months Ended September 30,
Reconciliation of Adjusted EBITDA (unaudited)
20242023
(in thousands, except percentages)
Amount% of Net SalesAmount% of Net Sales
Net income
$24,9657.8 %$29,0039.4 %
Add (deduct):
Interest income(1,734)(0.5)(1,040)(0.3)
Interest expense1,6070.51,5160.5
Provision for income taxes7,4132.39,0452.9
Depreciation and amortization7,9802.58,0582.6
Stock-based compensation expense
1,7150.57430.2
Secondary offering transaction costs (1)
— 4530.1
Write-off of inventory (2)
— 1,7100.6
Impairment expense and loss, net, on disposal of machinery (2)
— 2,1350.6
Operating right-of-use asset impairment1,9930.6
Adjusted EBITDA$43,93913.7 %$51,62316.6 %
(1) Secondary offering transaction costs represent legal and professional fees incurred in connection with the completion of the secondary offering, which were directly related to the offering and were incremental to our normal operating expenses.
(2) The write-off of inventory and impairment expense and (gain) loss, net, on disposal of machinery represent amounts recognized in connection with the scaling back of production in certain locations. As part of the execution of this strategy, certain machinery and equipment was disposed of or impaired, and raw materials associated with those machinery and equipment were written-off.

29


Liquidity and Capital Resources
Sources and Uses of Funds
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. 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 our ability to navigate challenging macro environment at times.
As described in Note 6 — Line of Credit to the condensed consolidated financial statements, the Line of Credit is available for working capital and general corporate purposes, and is secured by our assets. It consists of a $40.0 million revolving loan facility and a standby letter of credit sublimit. We are not required to pay a commitment (unused) fee on the undrawn portion of the Line of Credit and interest is payable monthly. On March 14, 2023, we amended the Line of Credit. Prior to March 14, 2023, interest accrued at the annual rate of prime less 0.25% with a minimum floor of 3.25%. The amendment on March 14, 2023, among other things, (1) extended the maturity date to March 14, 2025, and (2) revised the interest on any Line of Credit borrowings to an annual rate of one month term Secured Overnight Financing Rate ("SOFR") plus 2.50%, with a SOFR floor of 1.0%. On June 20, 2023, we further amended the Line of Credit which increased the standby letter of credit sublimit from $2.0 million to $5.0 million. As of September 30, 2024, the amount issued under the standby letter of credit was $3.8 million, and the maximum remaining amount that could be borrowed under the Line of Credit was $36.2 million.
As described in Note 8 — Long-Term Debt to the condensed consolidated financial statements, 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 had 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 2023, which we exercised in March 2023. Interest accrues at a fixed rate of 4.375% 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 2027 Term Loan is collateralized by substantially all of Global Wells’ assets and is guaranteed by 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. 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 September 30, 2024, we have a $23.0 million term loan that matures 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 3.5% 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 2026 Term 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 September 30, 2024, 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 September 30, 2024, we had no borrowing on the Line of Credit, $27.8 million in outstanding balance under the 2027 Term Loan, and $21.1 million in outstanding balance under the 2026 Term Loan.
As discussed in Note 15 — Commitments and Contingencies to the condensed consolidated financial statements, on February 5, 2024, we received a Notice of Determination from U.S. Customs and Border Protection ("CBP") related to its investigation to determine whether we have evaded the anti-dumping and countervailing duty on certain imported thermal paper products. On March 19, 2024, we initiated an appeal process by submitting a request for an administrative review of the initial determination issued by CBP. On June 11, 2024, CBP completed the administrative review and upheld its initial conclusion. We are in the process of assessing further appeal options. Although we currently have an import duty liability reserve of $3.0 million as of September 30, 2024, the amount of the final payments could vary significantly from this estimate.
Additionally, as described in Note 17 — Subsequent Events to the condensed consolidated financial statements, on November 5, 2024, our Board of Directors declared another regular quarterly cash dividend of $0.40 per share on our common stock, which will be paid on or around November 29, 2024 to shareholders of record at the close of business on
30


November 20, 2024. Prior to this, we paid out regular quarterly and special cash dividends totaling 23.0 million in the current fiscal year.
As disclosed in Note 2 - Summary of Significant Accounting Policies in our Annual Report on Form 10-K filed on March 15, 2024, both Lollicup and Global Wells are recipients of certain government grants, which totaled $1.5 million and $1.3 million, respectively, as of September 30, 2024. We have not yet recognized such grants as other income until there is reasonable assurance that both entities have complied with all grant conditions and the grants will be received. These conditions include requiring the facility in Rockwall, Texas to maintain a certain minimum tax value for 5 years 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. We believe we have continued to comply and will continue to comply with all such grant requirements through the end of the contingency period of December 31, 2024.
Our ongoing operations and growth strategy may require us to continue to make investments in new markets and products, logistics and manufacturing infrastructure, e-commerce platform, talent, and technology capabilities. In addition, we may consider making strategic acquisitions and investments which could require significant liquidity. The rapidly changing macroeconomic and geopolitical dynamics created significant uncertainty in the global economy and capital markets, which could have long-lasting adverse effects. 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 capital expenditures 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.
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 acquire 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 September 30, 2024 compared to December 31, 2023:
September 30, 2024December 31, 2023
Change
(in thousands)
Current assets $170,089$154,929$15,160
Current liabilities 54,47944,40110,078
Working capital $115,610$110,528$5,082
As of September 30, 2024, we had working capital of $115.6 million compared to $110.5 million as of December 31, 2023, representing an increase of $5.1 million, or 4.6%. The improvement in working capital was driven by an increase of $15.2 million in current assets partially offset by an increase of $10.1 million in current liabilities. Within current assets, cash and cash equivalents and short-term investments increased $11.0 million, as our operating activities continued to generate strong cash flows. Accounts receivable increased $6.1 million as a result of stronger sales in the three months ended September 30, 2024 compared to the three months ended December 31, 2023. Such increases were partially offset by a decrease in prepaid expenses and other current assets of $1.4 million resulting from the decrease in tax receivables, and a decrease in inventories of $0.6 million. The increase in current liabilities was primarily driven by an increase in operating lease liabilities, current portion of $3.8 million primarily from a higher rate on our Chino facility lease renewal, an increase in accounts payable and related party payables of $3.6 million, and an increase in accrued expenses of $2.2 million.
Cash Flows
The following table summarizes cash flow for the nine months ended September 30, 2024 and 2023:
31


Nine Months Ended September 30,
20242023
(in thousands)
Net cash provided by operating activities $39,732 $43,088 
Net cash provided by (used in) investing activities
1,820 (21,341)
Net cash used in financing activities
(25,725)(9,626)
Net change in cash and cash equivalents $15,827 $12,121 
Cash flows provided by operating activities. Net cash provided by operating activities was $39.7 million for the nine months ended September 30, 2024, primarily the result of net income of $25.0 million, adjusted for certain non-cash items totaling $19.3 million, consisting mainly of depreciation and amortization of fixed assets and operating right-of-use assets, ROU asset impairment, stock-based compensation, loss on disposal of fixed assets, write-off of inventory, and adjustments to inventory reserve. In addition, cash decreased $4.5 million from changes in working capital, which included a decrease of $6.3 million from an increase in accounts receivable from higher sales, a decrease of $4.5 million from reduction in operating lease liabilities, a decrease of $0.9 million from inventory build-up, and a decrease of $0.4 million from a reduction in deferred revenue. These decreases were partially offset by an increase of $4.2 million from higher accounts and related party payables, an increase of $2.2 million from higher accrued expenses, and a decrease of $1.4 million in prepaid expenses and other current assets primarily resulting from the reduction of tax receivables.
Net cash provided by operating activities was $43.1 million for the nine months ended September 30, 2023, primarily the result of net income of $29.0 million, adjusted for certain non-cash items totaling $17.2 million, consisting mainly of depreciation and amortization of fixed assets and operating right-of-use assets, write-off of inventory, loss, net, on disposal of machinery, stock-based compensation, adjustments to allowance for doubtful accounts, and impairment of deposit. In addition, cash decreased $3.1 million, primarily as a result of changes in working capital, which included a decrease of $3.6 million from inventory build-up, a decrease of $3.4 million from an increase in accounts receivable, a decrease of $3.3 million from a reduction in operating lease liabilities, and a decrease of $0.7 million from lower accounts and related party payables, partially offset by an increase of $8.0 million from the deferral of federal and California state income taxes under the Winter Storm Relief declared by the IRS.
Cash flows provided by (used in) investing activities. Net cash provided by investing activities was $1.8 million for the nine months ended September 30, 2024, which primarily included $38.6 million in redemptions of short-term investments, partially offset by $33.6 million in purchases of short-term investments, $2.6 million of deposits paid for the purchase of property and equipment, and $0.7 million paid to directly purchase property and equipment.
Net cash used in investing activities was $21.3 million for the nine months ended September 30, 2023, which primarily included $18.0 million in net purchases of short-term investments, $5.4 million of deposits paid for the purchase of property and equipment, and $2.9 million paid to directly purchase property and equipment, partially offset by $4.0 million of net refund from the joint venture investment, $0.6 million of proceeds from the sale of machinery and equipment, and $0.5 million of deposits refunded from cancelled machinery orders.
Cash flows used in financing activities. Net cash used in financing activities was $25.7 million for the nine months ended September 30, 2024, which primarily included $23.0 million of cash dividends paid to shareholders, $2.3 million paid for the redemption of a non-controlling member' interest in Global Wells, and $0.8 million of payments towards long-term debt, partially offset by cash proceeds of $0.4 million received from the exercise of stock options.
Net cash used in financing activities was $9.6 million for the nine months ended September 30, 2023, which primarily included $16.9 million of cash dividends paid to shareholders, and $0.7 million of term loan repayments, partially offset by $8.0 million of additional borrowings under the 2027 Term Loan.
Related Party Transactions
For a description of significant related party transactions, see Note 13 — 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
32


Information regarding recent accounting pronouncements is contained in Note 2 — Summary of Significant Accounting Policies in the Notes to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
This item is not required for smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this Quarterly Report on Form 10-Q, the Company's management, with the participation of its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of its disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2024. Based on this evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2024 due to the material weaknesses described in Part II—Item 9A of the Form 10-K for the year ended December 31, 2023 filed with the SEC on March 15, 2024.

Material Weaknesses in Internal Control over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the registrant's annual or interim financial statements will not be prevented or detected on a timely basis.

Refer to Management’s Annual Report on Internal Control Over Financial Reporting in Part II—Item 9A of the Form 10-K for the year ended December 31, 2023 filed with the SEC on March 15, 2024 for a description of the material weaknesses. The same material weaknesses continue to exist as of September 30, 2024. Each of the material weaknesses could result in a misstatement of substantially all account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected. The material weaknesses identified did not result in any material misstatements of the Company’s financial statements or disclosures for any prior or current reporting periods, but did result in immaterial misclassification adjustments to net sales, cost of goods sold, selling expenses and general and administrative expenses with no impact on net income for the quarter and year ended December 31, 2023 and an immaterial adjustment to deposits as of December 31, 2023. Management does not believe that they had any effect on the accuracy of the Company’s financial statements for the current reporting period.

Management’s Remediation Plan

As reported in the 2023 Form 10-K, we are engaged in remedial actions in response to the deficiencies discussed above, and we plan to continue efforts to improve internal control over financial reporting.

Actions Taken During the Years Ended December 31, 2023 and 2022

The following remedial actions were taken in the prior fiscal years:

Increased the number of personnel with the appropriate level of knowledge related to accounting transactions, accounting matters, and relevant systems, including the addition of a Chief Financial Officer and Controller.

With the assistance from the third-party service provider, and under the supervision of the Company's Audit Committee, Chief Executive Officer and Chief Financial Officer, initiated the design and implementation of significant process transaction flows and key controls in the Company's overall IT environment.

As part of management's risk assessment and evaluation of the design of key controls, management updated control objectives and refined control design and documentation, including such design and documentations as related to the appropriate segregation of duties and monitoring activities.

Enhanced policies and procedures to improve Information Technology General Controls and the Company's overall IT environment. Examples of some of management's efforts include:

33


Adopted the policy and procedure to regularly review user's access rights relating to the Company's significant information technology systems;
Designed and started to perform review of users’ access rights to our significant information technology systems; and
Maintained and enforced certain procedures, controls and developed IT policies around change management.

Completed a risk assessment based on the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") to identify internal control over financial reporting ("ICFR") risks and control objectives.

Enhanced training programs for personnel that provide key information and perform key roles associated with ICFR. Management designed such training programs in order to improve the level of understanding of the design and proper implementation of controls by the control owners and to instruct such individuals on appropriate level of documentation practices for evidencing review, especially over the completeness and accuracy of underlying data and the precision level used in the review.

Updated objectives, processes and control design and documentation, including such design and documentation as related to the completeness and accuracy of underlying data and a sufficient precision level in management review controls to detect material misstatement across all financial statement areas.

Actions Taken During the Three Months Ended March 31, 2024

The following remedial actions were taken in the first quarter of the current fiscal year:

Continued to refine the design of entity-level controls impacting the control environment, risk assessment procedures and monitoring activities, including the implementation of controls and procedures to ensure adequate oversight and accountability over the performance of controls.

Continued to enhance policies and procedures to improve Information Technology General Controls and the Company's overall IT environment, including continuing to enforce newly or enhanced policies and controls around logical access and changes to significant IT systems.

Actions Taken During the Three Months Ended June 30, 2024

The following remedial actions were taken in the second quarter of the current fiscal year:

Updated and refined the COSO-based risk assessment to evaluate and identify risks impacting internal control over financial reporting.

Implemented formal control activities to provide trainings and upskilling to key business process owners.

Implemented and performed new control procedures to review all activities carried out and transactions completed by users with administrative rights (“privileged users”) within the Company’s ERP system.

Continued to enhance control procedures around the monitoring and validating of information produced by the company (“IPC”) supporting the performance of key controls including change management review procedures.

Further expanded its user access review procedures to all key applications and relevant infrastructures that impact internal control over financial reporting.

Enhanced user access control procedures by implementing additional review from the CFO for all new privileged users.

Actions Taken During the Three Months Ended September 30, 2024

The following remedial actions were taken in the third quarter of the current fiscal year:

Launched a new internally-developed management system which streamlined and centralized the workflow around user provisioning and deprovisioning and further expanded and enhanced deprovisioning review procedures.

34


Enhanced control procedures around the completeness and accuracy of IPC used in supporting the performance of key controls. Restricted access to making changes to the IPC to only IT administrators, and enhanced the IT change management process to include changes to IPC.

Implemented and expanded periodic review procedures of user rights and permissions across all key applications to assess segregation of duties.

Ongoing Remediation Efforts

The following remedial actions are currently in the process of being taken or completed:

Continue to evaluate the Company's needs for additional personnel and add, as needed, additional headcount primarily within the accounting and information technology departments. Management continues to onboard individuals with the appropriate education, experience, certifications, and training.

Management is committed to remediating the material weaknesses in a timely fashion and to making continuous improvements to the Company's internal control over financial reporting. Management believes the measures described above have strengthened the Company's internal control over financial reporting, Management will continually assess the effectiveness of the remediation efforts and may determine to take additional measures to address control deficiencies or modify the remediation plan described above. The 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 operating effectiveness of the new controls. Testing is expected to continue during the year ended December 31, 2024 and management 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 those described above, there have been no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2024, 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.
35


PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we are involved in various legal proceedings. Although no assurance can be given, we do not believe that any of our currently pending proceedings will have a material adverse effect on our financial condition, cash flows or results of operations.
Item 1A. Risk Factors.
There have been no material changes to the Risk Factors previously disclosed in the 2023 Form 10-K, which are incorporated herein by reference.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.

None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Securities Trading Plans of Directors and Executive Officers
During the nine months ended September 30, 2024, none of the Company’s directors or officers adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement”, as such terms are defined under Item 408 of Regulation S-K.
Item 6. Exhibits.
Exhibit No.Description
31.1*
31.2*
32.1**
32.2**
101.INS*XBRL Instance Document
101.SCH*XBRL Taxonomy Extension Schema Document
101.CAL*XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*XBRL Taxonomy Extension Presentation Linkbase Document
104*Cover Page Interactive File (formatted as inline XBRL and contained in Exhibit 101)
* Filed herewith.
** Furnished herewith.
36


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.

DATE: November 8, 2024
KARAT PACKAGING INC.
By:
/s/ Alan Yu
Alan Yu
Chief Executive Officer
(Principal Executive Officer)
By:
/s/ Jian Guo
Jian Guo
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)

37

                                         `    Exhibit 31.1
CERTIFICATION
I, Alan Yu, certify that:
(1)I have reviewed this Quarterly Report on Form 10-Q of Karat Packaging Inc.;
(2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4)The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
(5)The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

November 8, 2024By:/s/ Alan Yu
Alan Yu
Chairman and Chief Executive Officer
(Principal Executive Officer)
 
 


                                             Exhibit 31.2
CERTIFICATION
I, Jian Guo, certify that:
(1)I have reviewed this Quarterly Report on Form 10-Q of Karat Packaging Inc.;

(2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3)Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4)The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
(5)The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

November 8, 2024By:/s/ Jian Guo
Jian Guo
Chief Financial Officer
(Principal Financial and Accounting Officer)
 


 
Exhibit 32.1
CERTIFICATION PURSUANT
TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the accompanying Quarterly Report on Form 10-Q of Karat Packaging Inc. (the "Company") for the quarter ended September 30, 2024, as filed with the U.S. Securities and Exchange Commission (the "Report"), the undersigned hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge and belief, that:
(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
November 8, 2024By:/s/ Alan Yu
Alan Yu
Chairman and Chief Executive Officer
(Principal Executive Officer)

 
 


 
Exhibit 32.2
CERTIFICATION PURSUANT
TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the accompanying Quarterly Report on Form 10-Q of Karat Packaging Inc. (the "Company") for the quarter ended September 30, 2024, as filed with the U.S. Securities and Exchange Commission (the "Report"), the undersigned hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge and belief, that:
(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
November 8, 2024By:/s/ Jian Guo
Jian Guo
Chief Financial Officer
(Principal Financial and Accounting Officer)
 
 

v3.24.3
Cover - shares
9 Months Ended
Sep. 30, 2024
Nov. 04, 2024
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2024  
Document Transition Report false  
Entity File Number 001-40336  
Entity Registrant Name Karat Packaging Inc.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 83-2237832  
Entity Address, Address Line One 6185 Kimball Avenue  
Entity Address, City or Town Chino  
Entity Address, State or Province CA  
Entity Address, Postal Zip Code 91708  
City Area Code 626  
Local Phone Number 965-8882  
Title of 12(b) Security Common Stock, $0.001 par value  
Trading Symbol KRT  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Entity Ex Transition Period false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   20,024,105
Entity Central Index Key 0001758021  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q3  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
v3.24.3
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Current assets    
Cash and cash equivalents (including $1,210 and $13,566 associated with variable interest entity at September 30, 2024 and December 31, 2023, respectively) $ 38,903 $ 23,076
Short-term investments (including $11,128 and $0 associated with variable interest entity at September 30, 2024 and December 31, 2023, respectively) 21,531 26,343
Accounts receivable, net of allowance for bad debt of $562 and $392 at September 30, 2024 and December 31, 2023, respectively 33,868 27,763
Inventories 70,918 71,528
Prepaid expenses and other current assets (including $58 and $82 associated with variable interest entity at September 30, 2024 and December 31, 2023, respectively) 4,869 6,219
Total current assets 170,089 154,929
Property and equipment, net (including $43,275 and $44,185 associated with variable interest entity at September 30, 2024 and December 31, 2023, respectively) 90,132 95,226
Deposits 282 1,047
Goodwill 3,510 3,510
Intangible assets, net 307 327
Operating right-of-use assets 41,391 20,739
Other non-current assets (including $42 and $53 associated with variable interest entity at September 30, 2024 and December 31, 2023, respectively) 1,092 619
Total assets 306,803 276,397
Current liabilities    
Accrued expenses (including $366 and $591 associated with variable interest entity at September 30, 2024 and December 31, 2023, respectively) 12,751 10,576
Deferred revenue (including $0 and $116 associated with variable interest entity at September 30, 2024 and December 31, 2023) 909 951
Long-term debt, current portion (including $1,165 and $1,122 associated with variable interest entity at September 30, 2024 and December 31, 2023, respectively) 1,165 1,122
Operating lease liabilities, current portion 8,616 4,800
Other current liabilities (including $2,186 and $1,302 associated with variable interest entity at September 30, 2024 and December 31, 2023, respectively) 3,700 3,200
Total current liabilities 54,479 44,401
Deferred tax liability 4,197 4,197
Long-term debt, net of current portion and debt discount of $156 and $203 at September 30, 2024 and December 31, 2023, respectively (including $47,565 and $48,396 associated with variable interest entity at September 30, 2024 and December 31, 2023, respectively, and debt discount of $156 and $203 associated with variable interest entity at September 30, 2024 and December 31, 2023, respectively) 47,565 48,396
Operating lease liabilities, net of current portion 36,603 16,687
Other non-current liabilities (including $116 and $0 associated with variable interest entity at September 30, 2024 and December 31, 2023 respectively) 363 26
Total liabilities 143,207 113,707
Commitments and Contingencies (Note 15)
Karat Packaging Inc. stockholders’ equity    
Preferred stock, $0.001 par value, $10,000,000 shares authorized, no shares issued and outstanding, as of September 30, 2024 and December 31, 2023 0 0
Common stock, $0.001 par value, $100,000,000 shares authorized, $20,044,105 and $20,021,105 shares issued and outstanding, respectively, as of September 30, 2024 and $19,988,482 and $19,965,482 shares issued and outstanding, respectively, as of December 31, 2023 20 20
Additional paid in capital 88,823 86,667
Treasury stock, $0.001 par value, $23,000 shares as of both September 30, 2024 and December 31, 2023 (248) (248)
Retained earnings 68,717 67,679
Total Karat Packaging Inc. stockholders’ equity 157,312 154,118
Noncontrolling interest 6,284 8,572
Total stockholders’ equity 163,596 162,690
Total liabilities and stockholders’ equity 306,803 276,397
Nonrelated Party    
Current liabilities    
Accounts payable 23,375 18,446
Related Party    
Current liabilities    
Accounts payable $ 3,963 $ 5,306
v3.24.3
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Cash and cash equivalents $ 38,903 $ 23,076
Short-term investments 21,531 26,343
Allowance for bad debt 562 392
Prepaid expenses and other current assets 4,869 6,219
Property and equipment, net 90,132 95,226
Other non-current assets 1,092 619
Accrued expenses 12,751 10,576
Deferred revenue 909 951
Long-term debt, current portion 1,165 1,122
Other current liabilities 3,700 3,200
Debt discount 156 203
Other non-current liabilities $ 363 $ 26
Preferred stock, par value (in dollars per share) $ 0.001 $ 0.001
Preferred stock, shares authorized (in shares) 10,000,000 10,000,000
Preferred stock, shares issued (in shares) 0 0
Preferred stock, shares outstanding (in shares) 0 0
Common stock, par value (in dollars per share) $ 0.001 $ 0.001
Common stock, shares authorized (in shares) 100,000,000 100,000,000
Common stock, shares issued (in shares) 20,044,105 19,988,482
Common stock, shares outstanding (in shares) 20,021,105 19,965,482
Treasury stock, par value (in dollars per share) $ 0.001 $ 0.001
Treasury stock, shares (in shares) 23,000 23,000
VIE, Primary Beneficiary    
Cash and cash equivalents $ 1,210 $ 13,566
Short-term investments 11,128 0
Prepaid expenses and other current assets 58 82
Property and equipment, net 43,275 44,185
Other non-current assets 42 53
Accounts payable 67 63
Accrued expenses 366 591
Deferred revenue 0 116
Long-term debt, current portion 1,165 1,122
Other current liabilities 2,186 1,302
Debt discount 156 203
Long-term debt, net of current portion 47,565 48,396
Other non-current liabilities $ 116 $ 0
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Income Statement [Abstract]        
Net sales $ 112,771 $ 105,528 $ 320,984 $ 310,069
Cost of goods sold 69,274 66,584 196,478 191,120
Gross profit 43,497 38,944 124,506 118,949
Operating expenses        
Selling expenses 13,746 8,004 38,377 25,500
General and administrative expenses (including $643 and $702 associated with variable interest entity for the three months ended September 30, 2024 and 2023; respectively, $1,888 and $2,020 associated with variable interest entity for the nine months ended September 30, 2024 and 2023, respectively) 18,508 19,870 53,170 53,767
Impairment expense and (gain) loss, net, on disposal of machinery (27) (310) 2,498 2,231
Total operating expenses 32,227 27,564 94,045 81,498
Operating income 11,270 11,380 30,461 37,451
Other income (expenses)        
Rental income (including $263 and $235 associated with variable interest entity for the three months ended September 30, 2024 and 2023; respectively, $776 and $721 associated with variable interest entity for the nine months ended September 30, 2024 and 2023, respectively) 593 259 1,484 781
Other income (expenses), net 48 32 154 (58)
(Loss) gain on foreign currency transactions (287) 455 152 350
Interest income (including $123 and $80 associated with variable interest entity for the three months ended September 30, 2024 and 2023; respectively, $469 and $278 associated with variable interest entity for the nine months ended September 30, 2024 and 2023, respectively) 770 454 1,734 1,040
Interest expense (including $517 and $528 associated with variable interest entity for the three months ended September 30, 2024 and 2023; respectively, $1,553 and $1,499 associated with variable interest entity for the nine months ended September 30, 2024 and 2023, respectively) (535) (536) (1,607) (1,516)
Total other income, net 589 664 1,917 597
Income before provision for income taxes 11,859 12,044 32,378 38,048
Provision for income taxes 2,597 2,904 7,413 9,045
Net income 9,262 9,140 24,965 29,003
Net income attributable to noncontrolling interest 168 75 605 431
Net income attributable to Karat Packaging Inc. $ 9,094 $ 9,065 $ 24,360 $ 28,572
Basic and diluted earnings per share:        
Basic (in dollars per share) $ 0.45 $ 0.46 $ 1.22 $ 1.44
Diluted (in dollars per share) $ 0.45 $ 0.45 $ 1.21 $ 1.43
Weighted average common shares outstanding, basic (in shares) 20,017,774 19,890,646 19,993,964 19,888,244
Weighted average common shares outstanding, diluted (in shares) 20,133,813 19,994,648 20,107,801 19,962,999
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (Parenthetical) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
General and administrative expenses $ 18,508 $ 19,870 $ 53,170 $ 53,767
Rental income 593 259 1,484 781
Interest income 770 454 1,734 1,040
Interest expense 535 536 1,607 1,516
VIE, Primary Beneficiary        
General and administrative expenses 643 702 1,888 2,020
Rental income 263 235 776 721
Interest income 123 80 469 278
Interest expense $ 517 $ 528 $ 1,553 $ 1,499
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED) - USD ($)
$ in Thousands
Total
Total Stockholders’ Equity Attributable to Karat Packaging Inc.
Common Stock
Treasury Stock
Additional Paid-in Capital
Retained Earnings
Noncontrolling Interest
Balance at the beginning of period (in shares) at Dec. 31, 2022     19,908,005        
Balance at the beginning of period at Dec. 31, 2022 $ 151,933 $ 141,682 $ 20 $ (248) $ 85,792 $ 56,118 $ 10,251
Treasury stock, balance at the beginning of period (in shares) at Dec. 31, 2022       (23,000)      
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Issuance of common stock upon vesting of restricted stock units, net shares withheld to cover taxes (in shares)     2,452        
Issuance of common stock upon vesting of restricted stock units, net shares withheld to cover taxes (14) (14)     (14)    
Stock-based compensation 277 277     277    
Net income 9,186 9,005       9,005 181
Balance at the end of period (in shares) at Mar. 31, 2023     19,910,457        
Balance at the end of period at Mar. 31, 2023 161,382 150,950 $ 20 $ (248) 86,055 65,123 10,432
Treasury stock, balance at the end of period (in shares) at Mar. 31, 2023       (23,000)      
Balance at the beginning of period (in shares) at Dec. 31, 2022     19,908,005        
Balance at the beginning of period at Dec. 31, 2022 151,933 141,682 $ 20 $ (248) 85,792 56,118 10,251
Treasury stock, balance at the beginning of period (in shares) at Dec. 31, 2022       (23,000)      
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Net income 29,003            
Balance at the end of period (in shares) at Sep. 30, 2023     19,916,839        
Balance at the end of period at Sep. 30, 2023 164,753 154,165 $ 20 $ (248) 86,620 67,773 10,588
Treasury stock, balance at the end of period (in shares) at Sep. 30, 2023       (23,000)      
Balance at the beginning of period (in shares) at Mar. 31, 2023     19,910,457        
Balance at the beginning of period at Mar. 31, 2023 161,382 150,950 $ 20 $ (248) 86,055 65,123 10,432
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Cash Dividend 6,965 6,965       6,965  
Treasury stock, balance at the beginning of period (in shares) at Mar. 31, 2023       (23,000)      
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Issuance of common stock upon vesting of restricted stock units, net shares withheld to cover taxes (in shares)     582        
Issuance of common stock upon vesting of restricted stock units, net shares withheld to cover taxes (4) (4)     (4)    
Stock-based compensation 216 216     216    
Net income 10,677 10,502       10,502 175
Balance at the end of period (in shares) at Jun. 30, 2023     19,911,039        
Balance at the end of period at Jun. 30, 2023 165,306 154,699 $ 20 $ (248) 86,267 68,660 10,607
Treasury stock, balance at the end of period (in shares) at Jun. 30, 2023       (23,000)      
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Cash Dividend 9,952 9,952       9,952  
Stock-based compensation 250 250     250    
Exercise of stock options (in shares)     5,800        
Exercise of stock options 103 103     103    
Noncontrolling interest tax withholding (94)           (94)
Net income 9,140 9,065       9,065 75
Balance at the end of period (in shares) at Sep. 30, 2023     19,916,839        
Balance at the end of period at Sep. 30, 2023 $ 164,753 154,165 $ 20 $ (248) 86,620 67,773 10,588
Treasury stock, balance at the end of period (in shares) at Sep. 30, 2023       (23,000)      
Balance at the beginning of period (in shares) at Dec. 31, 2023 19,965,482   19,988,482        
Balance at the beginning of period at Dec. 31, 2023 $ 162,690 154,118 $ 20 $ (248) 86,667 67,679 8,572
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Cash Dividend $ 5,992 5,992       5,992  
Treasury stock, balance at the beginning of period (in shares) at Dec. 31, 2023 (23,000)     (23,000)      
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Issuance of common stock upon vesting of restricted stock units, net shares withheld to cover taxes (in shares)     3,750        
Stock-based compensation $ 375 375     375    
Exercise of stock options (in shares)     2,800        
Exercise of stock options 52 52     52    
Global Wells noncontrolling membership interest redemption (3,209) (316)       (316) (2,893)
Net income 6,476 6,166       6,166 310
Balance at the end of period (in shares) at Mar. 31, 2024     19,995,032        
Balance at the end of period at Mar. 31, 2024 $ 160,392 154,403 $ 20 $ (248) 87,094 67,537 5,989
Treasury stock, balance at the end of period (in shares) at Mar. 31, 2024       (23,000)      
Balance at the beginning of period (in shares) at Dec. 31, 2023 19,965,482   19,988,482        
Balance at the beginning of period at Dec. 31, 2023 $ 162,690 154,118 $ 20 $ (248) 86,667 67,679 8,572
Treasury stock, balance at the beginning of period (in shares) at Dec. 31, 2023 (23,000)     (23,000)      
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Exercise of stock options (in shares) 24,073            
Net income $ 24,965            
Balance at the end of period (in shares) at Sep. 30, 2024 20,021,105   20,044,105        
Balance at the end of period at Sep. 30, 2024 $ 163,596 157,312 $ 20 $ (248) 88,823 68,717 6,284
Treasury stock, balance at the end of period (in shares) at Sep. 30, 2024 (23,000)     (23,000)      
Balance at the beginning of period (in shares) at Mar. 31, 2024     19,995,032        
Balance at the beginning of period at Mar. 31, 2024 $ 160,392 154,403 $ 20 $ (248) 87,094 67,537 5,989
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Cash Dividend 7,004 7,004       7,004  
Treasury stock, balance at the beginning of period (in shares) at Mar. 31, 2024       (23,000)      
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Issuance of common stock upon vesting of restricted stock units, net shares withheld to cover taxes (in shares)     27,800        
Stock-based compensation 940 940     940    
Exercise of stock options (in shares)     14,833        
Exercise of stock options 273 273     273    
Net income 9,227 9,100       9,100 127
Balance at the end of period (in shares) at Jun. 30, 2024     20,037,665        
Balance at the end of period at Jun. 30, 2024 163,828 157,712 $ 20 $ (248) 88,307 69,633 6,116
Treasury stock, balance at the end of period (in shares) at Jun. 30, 2024       (23,000)      
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Cash Dividend 10,010 10,010       10,010  
Stock-based compensation 400 400     400    
Exercise of stock options (in shares)     6,440        
Exercise of stock options 116 116     116    
Net income $ 9,262 9,094       9,094 168
Balance at the end of period (in shares) at Sep. 30, 2024 20,021,105   20,044,105        
Balance at the end of period at Sep. 30, 2024 $ 163,596 $ 157,312 $ 20 $ (248) $ 88,823 $ 68,717 $ 6,284
Treasury stock, balance at the end of period (in shares) at Sep. 30, 2024 (23,000)     (23,000)      
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED) (Parenthetical) - $ / shares
3 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Jun. 30, 2023
Statement of Stockholders' Equity [Abstract]          
Common stock, dividends declared (in dollars per share) $ 0.50 $ 0.35 $ 0.30 $ 0.50 $ 0.35
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Cash flows from operating activities    
Net income $ 24,965 $ 29,003
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization (including $910 associated with variable interest entity for both the nine months ended September 30, 2024 and 2023, respectively) 7,980 8,058
Adjustments to allowance for bad debt 212 (673)
Adjustments to inventory reserve 370 (27)
Write-off of inventory 1,145 3,225
Impairment of deposits 0 523
Impairment of operating right-of-use asset 1,993 0
Loss, net, on disposal of machinery and equipment 505 1,708
Amortization of loan fees (including $46 and $41 associated with variable interest entity for the nine months ended September 30, 2024 and 2023, respectively) 69 57
Accrued interest on certificates of deposit (including $49 and $0 associated with variable interest entity for the nine months ended September 30, 2024 and 2023, respectively) (199) (63)
Stock-based compensation 1,715 743
Amortization of operating right-of-use assets 5,474 3,617
(Increase) decrease in operating assets    
Accounts receivable (including $0 and $6 associated with variable interest entity for the nine months ended September 30, 2024 and 2023, respectively) (6,317) (3,399)
Inventories (905) (3,649)
Prepaid expenses and other current assets (including $24 and $22 associated with variable interest entity for the nine months ended September 30, 2024 and 2023, respectively) 1,401 431
Other non-current assets (including $12 and $34 associated with variable interest entity for the nine months ended September 30, 2024 and 2023, respectively) (74) (75)
Increase (decrease) in operating liabilities    
Accounts payable (including $4 and $57 associated with variable interest entity for the nine months ended September 30, 2024 and 2023, respectively) 5,529 1,701
Accrued expenses (including $225 and $163 associated with variable interest entity for the nine months ended September 30, 2024 and 2023, respectively) 2,175 (147)
Related party payable (1,343) (2,385)
Income taxes payable 0 8,010
Deferred revenue (including $0 and $49 associated with variable interest entity for the nine months ended September 30, 2024 and 2023, respectively) (430) (478)
Operating lease liabilities (4,487) (3,313)
Other liabilities (46) 221
Net cash provided by operating activities 39,732 43,088
Cash flows from investing activities    
Purchases of property and equipment (718) (2,870)
Proceeds from disposal of property and equipment 117 605
Payments for costs incurred from sale of machinery and equipment 0 (189)
Deposits paid for joint venture investment 0 (2,900)
Deposits refunded from joint venture investment 0 6,900
Deposit refund from cancelled property and equipment purchase 0 503
Deposits paid for property and equipment (2,590) (5,390)
Purchases of short-term investments (including $18,079 and $8,000 associated with variable interest entity for the nine months ended September 30, 2024 and 2023, respectively) (33,591) (28,000)
Redemption of short-term investments (including $7,000 and $0 associated with variable interest entity for the nine months ended September 30, 2024 and 2023, respectively) 38,602 10,000
Net cash provided by (used in) investing activities 1,820 (21,341)
Cash flows from financing activities    
Proceeds from long-term debt (including $0 and $8,000 associated with variable interest entity for the nine months ended September 30, 2024 and 2023, respectively) 0 8,000
Payments for lender fees 0 (61)
Payments on long-term debt (including $834 and $733 associated with variable interest entity for the nine months ended September 30, 2024 and 2023, respectively) (834) (733)
Tax withholding on vesting of restricted stock units 0 (18)
Proceeds from exercise of common stock options 441 103
Dividends paid to shareholders (23,006) (16,917)
Payment for Global Wells noncontrolling membership interest redemption (including $2,010 and $0 associated with variable interest entity for the nine months ended September 30, 2024 and 2023, respectively) (2,326) 0
Net cash used in financing activities (25,725) (9,626)
Net increase in cash and cash equivalents 15,827 12,121
Cash and cash equivalents    
Beginning of period 23,076 16,041
End of period 38,903 28,162
Supplemental disclosures of non-cash investing and financing activities:    
Transfers from deposits to property and equipment 2,919 8,953
Non-cash purchases of property and equipment 124 71
Supplemental disclosures of cash flow information:    
Cash paid for income taxes 6,416 309
Cash paid for interest $ 1,561 $ 1,493
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Parenthetical) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Depreciation and amortization $ 7,980 $ 8,058
Amortization of loan fees (69) (57)
Accrued interest on certificates of deposit 199 63
Accounts receivable 6,317 3,399
Prepaid expenses and other current assets (1,401) (431)
Other assets 74 75
Accounts payable 5,529 1,701
Accrued expenses 2,175 (147)
Deferred revenue (430) (478)
Purchases of short-term investments 33,591 28,000
Redemption of short-term investments 38,602 10,000
Proceeds from long-term debt 0 8,000
Payments on long-term debt 834 733
Payment for Global Wells noncontrolling membership interest redemption 2,326 0
VIE, Primary Beneficiary    
Depreciation and amortization 910 910
Amortization of loan fees 46 41
Accrued interest on certificates of deposit 49 0
Accounts receivable 0 6
Prepaid expenses and other current assets 24 22
Other assets 12 (34)
Accounts payable 4 57
Accrued expenses (225) 163
Deferred revenue 0 49
Purchases of short-term investments 18,079 8,000
Redemption of short-term investments 7,000 0
Proceeds from long-term debt 0 8,000
Payments on long-term debt 834 733
Payment for Global Wells noncontrolling membership interest redemption $ 2,010 $ 0
v3.24.3
Nature of Operations
9 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Nature of Operations Nature 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. On April 15, 2021, the Company completed an initial public offering of shares of its common stock. The shares are listed on the NASDAQ Global Market under the symbol "KRT".
The Company is a manufacturer and distributor of single-use disposable products used in a variety of restaurant and foodservice settings. The Company supplies a wide range of products such as food containers, tableware, cups, lids, cutlery, and straws. The products are available in plastic, paper, bagasse, 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 syrups, boba, and coffee drinks.
The Company supplies products to national and regional distributors, supermarkets, airlines, restaurants, and convenience stores as well as to smaller chains and businesses including coffee houses, bubble tea cafes, pizza parlors, and frozen yogurt shops.
The Company currently operates manufacturing facilities and distribution centers in Chino, California; Rockwall, Texas, and Kapolei, Hawaii. In addition, the Company operates seven other distribution centers located in Puyallup, Washington; Summerville, South Carolina; Branchburg, New Jersey; Kapolei, Hawaii; Aurora, Illinois; Mesa, Arizona; and Sugar Land, Texas.
v3.24.3
Summary of Significant Accounting Policies
9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies Summary of Significant Accounting Policies
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 September 30, 2024 and for the three and nine months ended September 30, 2024 and 2023 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 nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for any other interim period or for the year ending December 31, 2024.
The condensed consolidated balance sheet at December 31, 2023 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, 2023, as included in the Company's Annual Report on Form 10-K filed on March 15, 2024.
Principles 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, and Global Wells Investment Group ("Global Wells"), a variable interest entity wherein the Company is the primary beneficiary. All intercompany accounts and transactions have been eliminated.
Estimates and Assumptions: Management uses estimates and assumptions in preparing financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ materially from the estimates that were assumed in preparing the condensed consolidated financial statements.
Reporting Segments: The Company manages and evaluates its operations in one reportable segment. This segment consists of manufacturing and distribution of a broad portfolio of single-use products that are used to serve food and beverages and are available in plastic, paper, bagasse, biopolymer-based, and other compostable forms. It also consists of the distribution of certain specialty food and beverage products, such as syrup, boba, and coffee drinks, as well as restaurant and warehouse supplies. The Company’s long-lived assets are all located in the United States, and its revenues are almost entirely generated in the United States.
Variable Interest Entities: The Company has a variable interest in Global Wells located in Rockwall, Texas. In 2017, Lollicup along with three other unrelated parties formed Global Wells, of which Lollicup received a 13.5% ownership interest and a 25% voting interest. On February 29, 2024, Global Wells and one of its members (the "Selling Member") entered into a membership interest redemption agreement, under which the Selling Member sold and Global Wells purchased and redeemed all of the Selling Member's 10.8% ownership interest in Global Wells for a total cash consideration of $3,208,000, net of tax withholding. Subsequent to the redemption, the ownership interests and voting power of the remaining members of Global Wells were adjusted proportionally, with Lollicup's ownership interest increasing to 15.1% and voting interest increasing to 33.3%. On February 16, 2024, Global Wells made an advance cash payment of $2,325,000 to the Selling Member, with the remaining balance expected to be paid before December 31, 2024.
The purpose of Global Wells is to own, construct, and manage warehouses and manufacturing facilities. Global Wells’ operating agreement may require its members to make additional contributions upon the unanimous decision of the members or when the cash in Global Wells’ bank account falls below $50,000. In the event that a member is unable to make an additional capital contribution, the other members will be required to make contributions to offset the amount that member cannot contribute, up to $25,000.
Global Wells was determined to be a variable interest entity in accordance with ASC Topic 810, Consolidations, however, at the time the investment was made, it was determined that Lollicup was not the primary beneficiary. In 2018, Lollicup entered into an operating lease with Global Wells (the “Texas Lease”). In 2020, the Company entered into another operating lease with Global Wells (the “New Jersey Lease”).
Upon entering into the Texas Lease with Lollicup on March 23, 2018, it was determined that Lollicup holds current and potential rights that give it the power to direct activities of Global Wells that most significantly impact Global Wells’ economic performance, the ability to receive significant benefits, and the obligation to absorb potentially significant losses, resulting in Lollicup having a controlling financial interest in Global Wells. As a result, Lollicup was deemed to be the primary beneficiary of Global Wells and has consolidated Global Wells under the risk and reward model of ASC 810, for the period from March 23, 2018. The monthly lease payments for both the Texas Lease and New Jersey Lease are eliminated upon consolidation.
Assets recognized as a result of consolidating Global Wells do not represent additional assets that could be used to satisfy claims against the Company’s general assets. Conversely, liabilities recognized as a result of consolidating Global Wells do not represent additional claims of the Company’s general assets; rather they represent claims against the specific assets of Global Wells. See Note 8 — Long-Term Debt for a description of the two term loans that Global Wells had with financial institutions as of September 30, 2024.
Noncontrolling Interests: The Company consolidates its variable interest entity, Global Wells, in which the Company is the primary beneficiary. Noncontrolling interests represent third-party equity ownership interests in Global Wells. The Company recognizes noncontrolling interests as equity in the condensed consolidated financial statements separate from the 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 statements of stockholders’ equity.
Revenue Recognition: The Company generates revenues from product sales to customers that include national and regional chains, distributors, small local restaurants, and those that purchase for individual consumption primarily through our online stores. The Company considers revenue disaggregated by customer type to most accurately reflect the nature and uncertainty of its revenue and cash flows that are affected by economic factors. For the three and nine months ended September 30, 2024 and 2023, net sales disaggregated by customer type consist of the amounts shown below.
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(in thousands)
National and regional chains$23,312 $23,407 $68,834 $68,602 
Distributors63,07161,037177,995178,274
Online18,95014,27153,37543,419
Retail7,4386,81320,78019,774
$112,771 $105,528 $320,984 $310,069 
National and regional chains revenue: National and regional chains revenue is derived from chain restaurants and businesses 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.
Distributors revenue: Distributors revenues are derived from national and regional distributors across the U.S. that purchase the Company’s products for resale and distribution to other businesses such as restaurants, supermarkets, offices, and schools. Revenue from distributions is recognized at a point in time upon transfer of control of promised products to customers. Transfer of control typically occurs when the title and risk of loss passes to the customer.
Online revenue: Online revenue is derived from the Company's online storefront on www.lollicupstore.com, and other e-commerce platforms including Amazon, Walmart, and eBay with customers largely consisting of small businesses such as small restaurants, coffee houses, bubble tea cafes, pizza parlors, and frozen yogurt shops. Revenue from online transactions is recognized at a point in time upon transfer of control of promised products to customers. Transfer of control typically occurs when the title and risk of loss passes to the customer. For online sales on third-party e-commerce platforms, the Company is the principal in the three-party arrangement and control of the products remains with the Company at all times until transferring to the end customer or upon return from the end customer. Online platform fees are recognized as selling expenses.
Retail revenue: Retail revenue is derived primarily from regional and local restaurants, coffee houses, bubble tea cafes, pizza parlors, 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.
For all of the Company's revenue streams, shipping terms generally indicate when the title and risk of loss have passed, which is generally when products are delivered to customers. During the nine months ended September 30, 2024, the Company's revenue and cost of goods sold were understated by approximately $700,000 and $400,000, respectively, for products that had been shipped and recorded as revenue and costs of goods sold in 2023 and not delivered until 2024. In the prior periods, the Company had assessed the impact of the lag between shipping and delivery to the previously-issued quarterly and annual financial statements, and concluded that the impact on its overall financial statements, including net sales, cost of goods sold, accounts receivable, inventories and customer deposits was immaterial.
The Company’s contract liabilities consist primarily of rebates, sales incentives, consideration payable to customers for cooperative advertising, and customer deposits. As of September 30, 2024 and December 31, 2023, the rebates, sales incentives and cooperative advertising were not significant to the financial statements. Customer deposits are included in current liabilities in the condensed consolidated balance sheets. During the three months ended September 30, 2024 and 2023, the Company recognized revenue of $8,000 and $16,000, respectively, related to customer deposits received as of the beginning of each respective period. During the nine months ended September 30, 2024 and 2023, the Company recognized revenue of $786,000 and $1,074,000, respectively, related to customer deposits received as of the beginning of each respective period.
Out of Period Adjustment: As previously disclosed in the Company's 2023 Form 10-K, during the quarter ended December 31, 2023, the Company also recorded certain misclassification adjustments for the full year 2023 amounts within the consolidated statement of income with no impact on net income. Those misclassification adjustments were: (i) adjusting online sales third-party platform fees from net sales to selling expenses, (ii) production expenses primarily related to machinery repair and maintenance from general and administrative expenses to cost of goods sold, and (iii) payroll and employee-related costs for the Company's sales team within operating expenses from general and administrative expenses to selling expenses. These misclassification adjustments in the quarter ended December 31, 2023 had no effect on totals for assets and liabilities, shareholders' equity, cash flows or net income for either the quarter ended December 31, 2023 or any of the previously reported quarters in 2023. For the three months ended September 30, 2024, the properly classified amounts related to the online sales platform fees, production expenses, and payroll and employee-related costs for the sales team were $3,047,000, $655,000 and $730,000, respectively. For the nine months ended September 30, 2024, the properly classified amounts related to the online sales platform fees, production expenses, and payroll and employee-related costs for the sales team were $7,971,000, $1,938,000 and $2,177,000, respectively.
Fair Value Measurements: The Company has financial instruments classified within the fair value hierarchy, which consist of the following:
At September 30, 2024, the Company had money market accounts and investments in publicly-traded equity securities classified as Level 1 and certificates of deposit classified as Level 2 within the fair value hierarchy. At December 31, 2023, the Company had money market accounts and certificates of deposit classified as Level 1 and Level 2, respectively, within the fair value hierarchy. The short-term investments comprise of certificates of
deposits with an original maturity of longer than 90 days and are reported at their carrying value as current assets on the condensed consolidated balance sheets. The carrying value of these short-term investments approximates fair value as they were purchased near or on September 30, 2024.
The following table summarizes the Company’s fair value measurements by level at September 30, 2024 for the assets measured at fair value on a recurring basis:
Level 1 Level 2 Level 3
(in thousands)
Cash equivalents$9,463 $21,920 $— 
Short-term investments— 21,531 — 
Publicly-traded equity securities35 — — 
Fair value, September 30, 2024
$9,498 $43,451 $ 
The following table summarize the Company’s fair value measurements by level at December 31, 2023 for the assets measured at fair value on a recurring basis:
Level 1 Level 2 Level 3
(in thousands)
Cash equivalents $5,956 $10,000 $— 
Short-term investments— 26,343 — 
Fair value, December 31, 2023
$5,956 $36,343 $ 
The Company has not elected the fair value option as presented by ASC 825, Fair Value Option for Financial Assets and Financial Liabilities, for the financial assets and liabilities that are not otherwise required to be carried at fair value. Under ASC 820, material financial assets and liabilities not carried at fair value, including accounts receivable, accounts payable, related-party payable, accrued expenses, other payables and borrowings under promissory notes and Line of Credit (as defined below), are reported at their carrying value.
The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, related-party payable, accrued expenses, and other payables at September 30, 2024 and December 31, 2023, approximated fair value because of the short maturity of these instruments. The following is a summary of the carrying amount and estimated fair value of the $23,000,000 and $28,700,000 term loans that mature in September 2026 and July 2027, respectively (the "2026 Term Loan" and "2027 Term Loan," respectively):
September 30, 2024
Carrying AmountEstimated Fair Value
(in thousands)
2026 Term Loan$21,037 $20,074 
2027 Term Loan27,693 27,712 
$48,730 $47,786 
December 31, 2023
Carrying AmountEstimated Fair Value
(in thousands)
2026 Term Loan$21,490 $19,999 
2027 Term Loan28,028 27,810 
$49,518 $47,809 
The fair value of these financial instruments was determined using Level 2 inputs.
Certain long-lived non-financial assets and liabilities may be required to be measured at fair value on a nonrecurring basis in certain circumstances, including when there is evidence of impairment. These non-financial assets and liabilities may include assets acquired in a business combination or long-lived assets that are determined to be impaired. During the nine months ended September 30, 2024, the Company recorded an impairment against its operating ROU assets of $1,993,000. See Note 11 — Leases for further information about this impairment charge. With the exception of the ROU impairment, the Company did not have any non-financial assets or liabilities that had been measured at fair value subsequent to initial recognition as of September 30, 2024 or December 31, 2023.
New and Recently Adopted Accounting Standards: The Company is an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), and as such, the Company has elected to take advantage of certain reduced public company reporting requirements. In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards, as a result, the Company will adopt new or revised accounting standards on the relevant dates in which adoption of such standards is required for private companies.
In March 2023, the FASB issued updated ASU 2023-01 Lease (Topic 842): Common Control Arrangements. The new guidance amends ASC 842 to require all lessees, including public business entities, to amortize leasehold improvements associated with common control leases over their useful life to the common control group. The Company adopted this new standard on January 1, 2024, by prospectively amortizing all new leasehold improvements recognized on or after the adoption date. The adoption of this new standard did not have a material impact on the Company's financial statements.
In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The new guidance requires enhanced disclosure of significant expenses that are regularly reported to the chief operating decision maker and the nature of segment expense information used to manage operations. The new guidance is effective for all public companies for annual reporting periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company will adopt the new standard in annual reporting period beginning after December 15, 2023. The application of this new guidance is not expected to have a material impact on the Company’s consolidated balance sheets, statements of income or cash flows, as the guidance pertains to disclosures only.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The new guidance requires disaggregated information about the effective tax rate reconciliation and additional information on taxes paid that meet a quantitative threshold. The new guidance is effective for public companies for annual reporting periods beginning after December 15, 2024, and for non-public companies for annual reporting periods beginning after December 15, 2025, with early adoption permitted for both. The Company will adopt the new standard in annual reporting period beginning after December 15, 2025, and is currently evaluating the impacts of the new guidance on its disclosures within the consolidated financial statements.
v3.24.3
Inventories
9 Months Ended
Sep. 30, 2024
Inventory Disclosure [Abstract]  
Inventories Inventories
Inventories consist of the following:
September 30, 2024December 31, 2023
(in thousands)
Raw materials $6,596 $9,116 
Semi-finished goods1,551 1,343 
Finished goods 63,491 61,419 
Subtotal 71,638 71,878 
Less: inventory reserve (720)(350)
Total inventories $70,918 $71,528 
The Company incurred inventory adjustments and write-offs of $694,000 and $1,145,000 for the three and nine months ended September 30, 2024, respectively. Similarly, the Company incurred inventory adjustments and write-offs of $281,000 and $3,225,000 for the three and nine months ended September 30, 2023, respectively. Included within the amount for the nine months ended September 30, 2023 was a $1,700,000 write-off of raw materials, as the Company disposed of certain machinery and equipment in executing the strategy to scale back production in certain locations.
Inventory adjustments and write-offs are included in cost of goods sold on the accompanying condensed consolidated statements of income. See Note 12 — Impairment Expense and (Gain) Loss, Net, on Disposal of Machinery for further discussion about the disposal of machinery.
v3.24.3
Property and Equipment
9 Months Ended
Sep. 30, 2024
Property, Plant and Equipment [Abstract]  
Property and Equipment Property and Equipment
September 30, 2024December 31, 2023
(in thousands)
Machinery and equipment $67,722 $67,321 
Leasehold improvements 19,193 19,085 
Vehicles 8,233 7,038 
Furniture and fixtures 1,015 1,015 
Building 38,779 38,503 
Land 11,907 11,907 
Computer hardware and software 93 93 
Construction in progress316 — 
147,258 144,962 
Less: accumulated depreciation and amortization(57,126)(49,736)
Total property and equipment, net $90,132 $95,226 
Depreciation and amortization expense is reported within general and administrative expense except for depreciation and amortization expense related to manufacturing facilities and equipment, which is included in cost of goods sold on the accompanying condensed consolidated statements of income.
For the three months ended September 30, 2024 and 2023, depreciation and amortization expense reported within general and administrative expense was $1,099,000 and $1,167,000 respectively, and depreciation and amortization expense reported within cost of goods sold was $1,585,000 and $1,534,000, respectively.
For the nine months ended September 30, 2024 and 2023, depreciation and amortization expense reported within general and administrative expense was $3,154,000 and $3,439,000 respectively, and depreciation and amortization expense reported within cost of goods sold was $4,806,000 and $4,599,000, respectively.
v3.24.3
Goodwill
9 Months Ended
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill Goodwill
The following table summarizes the activity in the Company's goodwill from December 31, 2023 to September 30, 2024:
(in thousands)
Balance at December 31, 2023
$3,510 
Goodwill acquired
Balance at September 30, 2024
$3,510 
v3.24.3
Line of Credit
9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Line of Credit Line of Credit
Pursuant to the terms of the Business Loan Agreement, dated February 23, 2018, between Lollicup, as borrower, and Hanmi Bank, as lender (as amended, the “Loan Agreement”), the Company has a line of credit with a maximum borrowing capacity of $40,000,000 (the “Line of Credit”) secured by the Company’s assets. The Company is not required to pay a commitment (unused) fee on the undrawn portion of the Line of Credit and interest is payable monthly. The Company is required to comply with certain financial covenants, including a minimum current ratio, minimum debt to earnings before interest, taxes, depreciation and amortization ("EBITDA") ratio and a minimum fixed charge coverage ratio.
On March 14, 2023, the Company amended the Line of Credit. Prior to March 14, 2023, interest accrued at the annual rate of prime less 0.25% with a minimum floor of 3.25%. The amendment on March 14, 2023, among other things, (1) extended the maturity date to March 14, 2025, and (2) revised the interest on any Line of Credit borrowings to an annual rate of one month term Secured Overnight Financing Rate ("SOFR") plus 2.50%, with a SOFR floor of 1.0%.
The Line of Credit also includes a standby letter of credit sublimit, which was amended and increased to $5,000,000 from $2,000,000 on June 20, 2023.
The Company had no borrowings outstanding under the Line of Credit as of both September 30, 2024 and December 31, 2023. The amount issued under the standby letter of credit was $3,813,000 and $3,766,000 as of September 30, 2024 and December 31, 2023, respectively. As of September 30, 2024, the maximum remaining amount that could be borrowed under the Line of Credit was $36,187,000. As of both September 30, 2024 and December 31, 2023, the Company was in compliance with the financial covenants under the Line of Credit.
Long-Term Debt
Long-term debt consists of the following:
September 30, 2024December 31, 2023
(in thousands)
The 2026 Term Loan, with an initial balance of $16,115,000 and an option to request for additional advances up to a maximum of $6,885,000 through September 2022, which the Company exercised in February 2022. Interest accrues at a fixed rate of 3.5% per annum. Principal and interest payments of $116,000 are due monthly throughout the term of the loan, with the remaining principal balance due at maturity. The loan is collateralized by substantially all of Global Wells’ assets and is guaranteed by Global Wells and one of the Company’s stockholders. In accordance with the loan agreement, Global Wells is required to comply with certain financial covenants, including a minimum debt service coverage ratio.
$21,084 $21,555 
The 2027 Term Loan, with an initial balance of $20,700,000 and an option to request for additional advances up to a maximum of $8,000,000 through June 30, 2023, which the Company exercised in March 2023. Interest accrues at a fixed rate of 4.375% per annum. Prior to August 1, 2023, principal and interest payments of $104,000 are due monthly. Beginning August 1, 2023, monthly principal and interest payments increased to $144,000 for the remainder of the loan term, with the remaining principal balance due at maturity. The loan is collateralized by substantially all of Global Wells’ assets and is guaranteed by one of the Company’s stockholders. In accordance with the loan agreement, Global Wells is required to comply with certain financial covenants, including a minimum debt coverage ratio.
$27,802 $28,166 
Long-term debt48,886 49,721 
Less: unamortized loan fees(156)(203)
Less: current portion(1,165)(1,122)
Long-term debt, net of current portion$47,565 $48,396 

At September 30, 2024, future maturities are:
(in thousands)
2024 (remainder)$287 
20251,179 
202620,798 
202726,622 
$48,886 

The Company was in compliance with all of its financial covenants as of both September 30, 2024 and December 31, 2023.
v3.24.3
Accrued Expenses
9 Months Ended
Sep. 30, 2024
Payables and Accruals [Abstract]  
Accrued Expenses Accrued Expenses
The following table summarizes information related to accrued expense liabilities:
September 30, 2024December 31, 2023
(in thousands)
Accrued miscellaneous expenses$3,288 $1,271 
Accrued payroll 988 1,685 
Accrued ocean freight and other import costs4,025 3,513 
Accrued sale and use taxes1,041 1,006 
Accrued professional services fees
612 845 
Accrued vacation and sick pay
936 619 
Accrued property tax834 552 
Accrued shipping expenses 697 525 
Accrued sales discount expense257 487 
Accrued interest expense73 73 
Total accrued expenses $12,751 $10,576 
v3.24.3
Long-Term Debt
9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Long-Term Debt Line of Credit
Pursuant to the terms of the Business Loan Agreement, dated February 23, 2018, between Lollicup, as borrower, and Hanmi Bank, as lender (as amended, the “Loan Agreement”), the Company has a line of credit with a maximum borrowing capacity of $40,000,000 (the “Line of Credit”) secured by the Company’s assets. The Company is not required to pay a commitment (unused) fee on the undrawn portion of the Line of Credit and interest is payable monthly. The Company is required to comply with certain financial covenants, including a minimum current ratio, minimum debt to earnings before interest, taxes, depreciation and amortization ("EBITDA") ratio and a minimum fixed charge coverage ratio.
On March 14, 2023, the Company amended the Line of Credit. Prior to March 14, 2023, interest accrued at the annual rate of prime less 0.25% with a minimum floor of 3.25%. The amendment on March 14, 2023, among other things, (1) extended the maturity date to March 14, 2025, and (2) revised the interest on any Line of Credit borrowings to an annual rate of one month term Secured Overnight Financing Rate ("SOFR") plus 2.50%, with a SOFR floor of 1.0%.
The Line of Credit also includes a standby letter of credit sublimit, which was amended and increased to $5,000,000 from $2,000,000 on June 20, 2023.
The Company had no borrowings outstanding under the Line of Credit as of both September 30, 2024 and December 31, 2023. The amount issued under the standby letter of credit was $3,813,000 and $3,766,000 as of September 30, 2024 and December 31, 2023, respectively. As of September 30, 2024, the maximum remaining amount that could be borrowed under the Line of Credit was $36,187,000. As of both September 30, 2024 and December 31, 2023, the Company was in compliance with the financial covenants under the Line of Credit.
Long-Term Debt
Long-term debt consists of the following:
September 30, 2024December 31, 2023
(in thousands)
The 2026 Term Loan, with an initial balance of $16,115,000 and an option to request for additional advances up to a maximum of $6,885,000 through September 2022, which the Company exercised in February 2022. Interest accrues at a fixed rate of 3.5% per annum. Principal and interest payments of $116,000 are due monthly throughout the term of the loan, with the remaining principal balance due at maturity. The loan is collateralized by substantially all of Global Wells’ assets and is guaranteed by Global Wells and one of the Company’s stockholders. In accordance with the loan agreement, Global Wells is required to comply with certain financial covenants, including a minimum debt service coverage ratio.
$21,084 $21,555 
The 2027 Term Loan, with an initial balance of $20,700,000 and an option to request for additional advances up to a maximum of $8,000,000 through June 30, 2023, which the Company exercised in March 2023. Interest accrues at a fixed rate of 4.375% per annum. Prior to August 1, 2023, principal and interest payments of $104,000 are due monthly. Beginning August 1, 2023, monthly principal and interest payments increased to $144,000 for the remainder of the loan term, with the remaining principal balance due at maturity. The loan is collateralized by substantially all of Global Wells’ assets and is guaranteed by one of the Company’s stockholders. In accordance with the loan agreement, Global Wells is required to comply with certain financial covenants, including a minimum debt coverage ratio.
$27,802 $28,166 
Long-term debt48,886 49,721 
Less: unamortized loan fees(156)(203)
Less: current portion(1,165)(1,122)
Long-term debt, net of current portion$47,565 $48,396 

At September 30, 2024, future maturities are:
(in thousands)
2024 (remainder)$287 
20251,179 
202620,798 
202726,622 
$48,886 

The Company was in compliance with all of its financial covenants as of both September 30, 2024 and December 31, 2023.
v3.24.3
Stock-Based Compensation
9 Months Ended
Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based Compensation
In January 2019, the Company’s board of directors adopted the 2019 Stock Incentive Plan (the “Plan”). A total of 2,000,000 shares of common stock were authorized and reserved for issuance under the Plan in the form of incentive or nonqualified stock options and stock awards. A committee appointed by the board of directors of the Company determines the terms and conditions of each grant under the Plan. Employees, directors, and consultants are eligible to receive stock options and stock awards under the Plan. The aggregate number of shares available under the Plan and the number of shares subject to outstanding options may be increased or decreased by the Plan administrator to reflect any changes in the outstanding common stock by reason of any recapitalization, reorganization, reclassification, stock split, reverse split, combination of shares, exchange of shares, stock dividend or other distribution payable in capital stock or similar transaction.
The exercise price of incentive stock options may not be less than the fair market value of the common stock at the date of grant. The exercise price of incentive stock options granted to individuals that own greater than 10% of the voting stock may not be less than 110% of the fair market value of the common stock at the date of grant.
The term of each incentive and nonqualified option is based upon conditions as determined by the option agreement; however, the term can be no more than ten years from the date of the grant. In the case of an incentive stock option granted to an optionee who, at the time the option is granted, owns stock representing more than 10% of the voting power of all classes of stock of the Company or any parent or subsidiary, the term of the option will be a shorter term as provided in the option agreement, but not more than five years from the date of the grant.
As of September 30, 2024, a total of 1,287,017 shares of common stock were available for further award grants under the Plan. For the three months ended September 30, 2024 and 2023, the Company recognized a total of $400,000 and $250,000 in stock-based compensation expense, respectively. For the nine months ended September 30, 2024 and 2023, the Company recognized a total of $1,715,000 and $743,000 in stock-based compensation expense, respectively. The Company recognizes stock-based compensation over the vesting period, which generally ranges from two (2) to three (3) years for both the restricted stock units and stock options.
Stock Options
A summary of the Company’s stock option activity under the Plan for the nine months ended September 30, 2024 is as follows:
Number of Options
Weighted-Average Exercise Price
Weighted-Average Remaining Contract Life (In Years)
Aggregate Intrinsic Value
(in thousands)
Outstanding at December 31, 2023
386,473 $18.58 7.8$2,424 
Exercised (24,073)$18.33 
Forfeited(33,333)$18.86 
Outstanding at September 30, 2024
329,067 $18.57 7.1$2,410 
Vested and expected to vest at September 30, 2024
329,067 $18.57 7.1$2,410 
Exercisable at September 30, 2024
209,067 $18.58 7.1$1,528 
There were no stock options granted during the nine months ended September 30, 2024. At September 30, 2024, total remaining stock-based compensation cost for unvested stock options under the Plan was approximately $10,000. The cost is expected to be recognized over a weighted-average period of 0.3 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 September 30, 2024, multiplied by the number of shares per each option.
Restricted Stock Units
A summary of the Company’s unvested restricted stock units activity under the Plan for the nine months ended September 30, 2024 is as follows:
Number of Shares Outstanding
Weighted Average Grant Date Fair Value
Unvested at December 31, 20235,346 $16.71 
Granted 97,004 29.31 
Vested(31,550)27.54
Unvested at September 30, 202470,800 $29.14 
On March 12, 2024, the Company's Compensation Committee of the Board of Directors approved a grant totaling 91,000 restricted stock units to certain key employees. The grant date fair value of these restricted stock units was $2,674,000. The restricted stock units vest at various times between May 2024 and May 2026.
On May 7, 2024, the Company's Compensation Committee of the Board of Directors approved a grant totaling 6,000 restricted stock units to each independent director of the Board of Directors. The grant date fair value of these restricted stock units was $169,000. The restricted stock units vest at various times between May 2025 and May 2026.
At September 30, 2024, total remaining stock-based compensation cost for unvested restricted stock units was approximately $1,317,000. The cost is expected to be recognized over a weighted-average period of 1.2 years.
v3.24.3
Earnings Per Share
9 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
Earnings Per Share Earnings Per Share
(a)Basic
Basic earnings per share is calculated by dividing the net income attributable to equity holders of the Company for the period by the weighted average number of common shares outstanding during the period.
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(in thousands, except per share data)
Net income attributable to Karat Packaging Inc.$9,094 $9,065 $24,360 $28,572 
Weighted average number of common shares in issue20,018 19,891 19,994 19,888 
Basic earnings per share$0.45 $0.46 $1.22 $1.44 
(b)Diluted
Diluted earnings per share is calculated based upon the weighted average number of common shares and common equivalent shares outstanding during the period, calculated using the treasury stock method. Under the treasury stock method, exercise proceeds include the amount the employee must pay for exercising stock options and the amount of compensation cost related to stock awards for future services that the Company has not yet recognized. Common equivalent shares are excluded from the computation in periods in which they have an anti-dilutive effect.
The following table summarizes the calculation of diluted earnings per share:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(in thousands, except per share data)
Net income attributable to Karat Packaging Inc.$9,094 $9,065 $24,360 $28,572 
Weighted average number of common shares in issue20,018 19,891 19,994 19,888 
Dilutive shares
Stock options and restricted stock units116 104 114 75 
Adjusted weighted average number of common shares20,134 19,995 20,108 19,963 
Diluted earnings per share$0.45 $0.45 $1.21 $1.43 
For both the three months ended September 30, 2024 and 2023, no shares of potentially dilutive shares, have been excluded in the diluted earnings per share calculation due to their anti-dilutive impact on earnings per share. For the nine months ended September 30, 2024 and 2023, a total of 6,403 and 285,000 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.
v3.24.3
Leases
9 Months Ended
Sep. 30, 2024
Leases [Abstract]  
Leases Leases
The Company primarily leases manufacturing facilities, distribution centers, and office spaces with lease terms expiring through 2031. In May 2024, the Company determined there was a change in the assessment of whether the renewal option on the lease agreement for its Chino, California facility was reasonably certain to be exercised. As a result, the Company remeasured the lease liability and the right-of-use asset for this lease, utilizing the fair market rate determined by independent arbitrators on July 8, 2024, and an extended lease term expiring July 31, 2029.
The Company recognized the following lease costs in the accompanying condensed consolidated statement of income:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(in thousands)(in thousands)
Operating lease expense$2,752 $1,606 $6,694 $4,454 
Short-term lease expense370 106 795 143 
Variable lease expense357 260 1,125 750 
Total lease expense$3,479 $1,972 $8,614 $5,347 
For the three months ended September 30, 2024 and 2023, rent expense included in operating expenses was $2,843,000 and $1,653,000, respectively, and rent expense included in cost of goods sold was $636,000 and $319,000, respectively. For the nine months ended September 30, 2024 and 2023, rent expense included in operating expenses was $7,209,000 and $4,542,000, respectively, and rent expense included in cost of goods sold was $1,405,000 and $805,000, respectively.
The following table presents supplemental information related to operating leases:
September 30, 2024December 31, 2023
Weighted average remaining lease term4.55 years4.51 years
Weighted average discount rate7.0 %6.2 %
Nine Months Ended September 30,
20242023
(in thousands)
Cash paid for amounts included in measurement of lease obligations:
Operating cash flows from operating leases$5,721 $4,129 
As of September 30, 2024, future lease payments under operating leases were as follows:
(in thousands)
2024 (remainder)$2,825 
202511,550
202611,909
202710,827
20289,617
Thereafter6,216
Total future lease payments52,944
Less: imputed interest(7,725)
Total lease liability balance$45,219 
During the nine months ended September 30, 2024, the Company recorded a non-cash impairment of a ROU asset of $1,993,000 resulting from the sublease of its City of Industry warehouse in California.
Global Wells is the landlord under an operating lease agreement with an unrelated party that generates monthly rental payments from $62,000 to $65,000 and ends on October 31, 2025. The expected rental income is $185,000 for the remaining three months of the year ending December 31, 2024, and $616,000 for the year ending December 31, 2025
v3.24.3
Impairment Expense and (Gain) Loss, Net, on Disposal of Machinery and Equipment
9 Months Ended
Sep. 30, 2024
Discontinued Operations and Disposal Groups [Abstract]  
Impairment Expense and (Gain) Loss, Net, on Disposal of Machinery and Equipment Impairment Expense and (Gain) Loss, Net, on Disposal of Machinery and Equipment
In February 2023, the Company started to execute a strategy to increase imports and scale back manufacturing in certain locations. The Company reached an agreement with two unrelated third-party vendors in Taiwan to sell them certain of its manufacturing machinery and equipment. The Company also cancelled certain equipment purchase
commitments that it had previously paid deposits towards, and disposed of certain machinery and equipment through abandonment.
During the three and nine months ended September 30, 2023, the Company recorded a net gain of $310,000 and a net loss of $1,612,000, respectively, on disposal of machinery and equipment associated with the sale of machinery to the vendors in Taiwan. During the nine months ended September 30, 2023, the Company recorded $523,000 of impairment expense related to the unrecoverable cancelled deposits.
The Company also recorded a net gain of $27,000 and net loss of $505,000 on disposal of fixed assets during the normal course of business for the three and nine months ended September 30, 2024, respectively, and recorded a net loss of $0 and $96,000 on disposal of fixed assets during the normal course of business for the three and nine months ended September 30, 2023, respectively.
v3.24.3
Related Party Transactions
9 Months Ended
Sep. 30, 2024
Related Party Transactions [Abstract]  
Related Party Transactions Related Party Transactions
On April 6, 2022, the Company entered into a joint venture agreement (the "JV Agreement") to establish a new corporation, Bio Earth, to build a bagasse factory in Taiwan. The JV Agreement stipulated an investment by the Company of approximately $6,500,000 for a 49% interest in Bio Earth. During the year ended December 31, 2022, the Company made payments of $5,876,000 and received a refund of $1,876,000 under the JV agreement. During the three months ended March 31, 2023, the Company made additional payments of $2,900,000 and received a refund of $900,000 under the JV Agreement.
On May 8, 2023, the Company entered into a Share Transfer Agreement (the "Share Transfer Agreement"), with approval of the Board of Directors, to sell all of its equity interest in Bio Earth to Keary Global Ltd. ("Keary Global") for a total consideration of approximately $6,100,000 (the "Share Transfer"), representing the total net deposits made by the Company of $6,000,000 under the JV Agreement as discussed above and interest accruing at 5% per annum. Keary Global and its affiliate, Keary International are both owned or controlled by Jeff Yu, brother of the Company's Chief Executive Officer, Alan Yu. Concurrent with the Share Transfer Agreement, the Company also entered into an agreement with Keary Global, Bio Earth and Happiness Moon Co., Ltd. (“Happiness Moon”) pursuant to which (i) Lollicup agreed to transfer all Bio Earth shares, as well as its rights and obligations under the JV Agreement to Keary Global, (ii) Happiness Moon and Bio Earth agree to foregoing and (iii) Bio Earth shall manage the regulatory and registration requirements related to the Share Transfer.
As of the end of the second quarter of 2023, the Company had completed the Share Transfer to Keary Global and received the total consideration of $6,100,000 in full.
Keary Global Ltd. owns 250,004 shares of the Company's common stock as of September 30, 2024, which Keary Global acquired upon exercise of two convertible notes during the third quarter of 2018. 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 September 30, 2024 and December 31, 2023, the Company has accounts payable due to Keary Global and Keary International of $3,963,000 and $5,306,000, respectively. Purchases for the three months ended September 30, 2024 and 2023 from this related party were $7,473,000 and $7,371,000, respectively. Purchases for the nine months ended September 30, 2024 and 2023 from this related party were $30,920,000 and $32,384,000, respectively.
v3.24.3
Income Taxes
9 Months Ended
Sep. 30, 2024
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
For the three months ended September 30, 2024 and 2023, the Company's income tax expense was $2,597,000 and $2,904,000, respectively, with an effective tax rate of 21.9% and 24.1%, respectively. For the nine months ended September 30, 2024 and 2023, the Company's income tax expense was $7,413,000 and $9,045,000, respectively, with an effective tax rate of 22.9% and 23.8%, respectively. For both the three and nine months ended September 30, 2024 and 2023, the Company's effective tax rate differed from the United States federal statutory rate of 21% primarily due to state taxes and noncontrolling interest income.
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 sufficient positive evidence existed to conclude that it is more likely than not there will be full utilization of the deferred tax assets in each jurisdiction. As such, as of September 30, 2024, the Company did not record any valuation allowance.
The Company remains subject to the Internal Revenue Services ("IRS") examination for the 2020 through 2022 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 for the 2019 through 2022 tax years. As of September 30, 2024, and December 31, 2023, the Company did not have any unrecognized tax benefit.
v3.24.3
Commitments and Contingencies
9 Months Ended
Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
In May 2023, the Company received a Notice of Investigations and Interim Measures stating that U.S. Customs and Border Protection (“CBP”) had initiated a formal investigation to determine whether the Company had evaded the anti-dumping and countervailing duty orders on lightweight thermal paper from China by transshipping the merchandise through Taiwan. The period of investigation was from January 2022 through the pendency of the investigation. On February 5, 2024, CBP issued its Notice of Determination concluding that the manufacturing procedures performed by the manufacturer in Taiwan, which the Company imported certain thermal paper products from, did not constitute substantial transformation. As of December 31, 2023, the Company had a reserve of $2,738,000, representing the total estimated probable loss on all thermal paper imports under the investigation period minus payments already made. On March 19, 2024, the Company initiated an appeal process by submitting a request for an administrative review of the initial determination issued by CBP. On June 11, 2024, CBP completed the administrative review and upheld its initial conclusion. The Company is in the process of assessing further appeal options. The Company accrued interest of $81,000 and $246,000 during the three and nine months ended September 30, 2024, related to the estimated total probable loss, increasing the total reserve to $2,984,000 as of September 30, 2024. The amount of the final payments could differ materially from the Company's current estimate.
Additionally, the Company is a party to, and certain of its property is the subject of, various pending claims and legal proceedings that routinely arise in the ordinary course of its business. Management believes that the outcome of such litigation and claims, should they arise in the future, is not likely to have a material effect on the Company’s financial position or results of income.
v3.24.3
Secondary Offering
9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Secondary Offering Secondary Offering
On September 12, 2023, certain selling stockholders completed a secondary public offering of shares of the Company's common stock. The Company did not receive any of the proceeds from the sale of these shares by the selling stockholders. The Company incurred offering transaction costs of $453,000, which were recognized in general and administrative expense in the condensed consolidated statement of income.
v3.24.3
Subsequent Events
9 Months Ended
Sep. 30, 2024
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
On November 5, 2024, the Company's Board of Directors declared a quarterly cash dividend of $0.40 per share on the Company's common stock, which will be paid on November 29, 2024 to shareholders of record at the close of business on November 20, 2024.
v3.24.3
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Pay vs Performance Disclosure        
Net income $ 9,094 $ 9,065 $ 24,360 $ 28,572
v3.24.3
Insider Trading Arrangements
3 Months Ended
Sep. 30, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.3
Summary of Significant Accounting Policies (Policies)
9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Basis of Presentation
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 September 30, 2024 and for the three and nine months ended September 30, 2024 and 2023 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 nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for any other interim period or for the year ending December 31, 2024.
The condensed consolidated balance sheet at December 31, 2023 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, 2023, as included in the Company's Annual Report on Form 10-K filed on March 15, 2024.
Principles of Consolidation Principles 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, and Global Wells Investment Group ("Global Wells"), a variable interest entity wherein the Company is the primary beneficiary. All intercompany accounts and transactions have been eliminated.
Estimates and Assumptions
Estimates and Assumptions: Management uses estimates and assumptions in preparing financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ materially from the estimates that were assumed in preparing the condensed consolidated financial statements.
Reporting Segments
Reporting Segments: The Company manages and evaluates its operations in one reportable segment. This segment consists of manufacturing and distribution of a broad portfolio of single-use products that are used to serve food and beverages and are available in plastic, paper, bagasse, biopolymer-based, and other compostable forms. It also consists of the distribution of certain specialty food and beverage products, such as syrup, boba, and coffee drinks, as well as restaurant and warehouse supplies. The Company’s long-lived assets are all located in the United States, and its revenues are almost entirely generated in the United States.
Variable Interest Entities
Variable Interest Entities: The Company has a variable interest in Global Wells located in Rockwall, Texas. In 2017, Lollicup along with three other unrelated parties formed Global Wells, of which Lollicup received a 13.5% ownership interest and a 25% voting interest. On February 29, 2024, Global Wells and one of its members (the "Selling Member") entered into a membership interest redemption agreement, under which the Selling Member sold and Global Wells purchased and redeemed all of the Selling Member's 10.8% ownership interest in Global Wells for a total cash consideration of $3,208,000, net of tax withholding. Subsequent to the redemption, the ownership interests and voting power of the remaining members of Global Wells were adjusted proportionally, with Lollicup's ownership interest increasing to 15.1% and voting interest increasing to 33.3%. On February 16, 2024, Global Wells made an advance cash payment of $2,325,000 to the Selling Member, with the remaining balance expected to be paid before December 31, 2024.
The purpose of Global Wells is to own, construct, and manage warehouses and manufacturing facilities. Global Wells’ operating agreement may require its members to make additional contributions upon the unanimous decision of the members or when the cash in Global Wells’ bank account falls below $50,000. In the event that a member is unable to make an additional capital contribution, the other members will be required to make contributions to offset the amount that member cannot contribute, up to $25,000.
Global Wells was determined to be a variable interest entity in accordance with ASC Topic 810, Consolidations, however, at the time the investment was made, it was determined that Lollicup was not the primary beneficiary. In 2018, Lollicup entered into an operating lease with Global Wells (the “Texas Lease”). In 2020, the Company entered into another operating lease with Global Wells (the “New Jersey Lease”).
Upon entering into the Texas Lease with Lollicup on March 23, 2018, it was determined that Lollicup holds current and potential rights that give it the power to direct activities of Global Wells that most significantly impact Global Wells’ economic performance, the ability to receive significant benefits, and the obligation to absorb potentially significant losses, resulting in Lollicup having a controlling financial interest in Global Wells. As a result, Lollicup was deemed to be the primary beneficiary of Global Wells and has consolidated Global Wells under the risk and reward model of ASC 810, for the period from March 23, 2018. The monthly lease payments for both the Texas Lease and New Jersey Lease are eliminated upon consolidation.
Assets recognized as a result of consolidating Global Wells do not represent additional assets that could be used to satisfy claims against the Company’s general assets. Conversely, liabilities recognized as a result of consolidating Global Wells do not represent additional claims of the Company’s general assets; rather they represent claims against the specific assets of Global Wells. See Note 8 — Long-Term Debt for a description of the two term loans that Global Wells had with financial institutions as of September 30, 2024.
Noncontrolling Interests
Noncontrolling Interests: The Company consolidates its variable interest entity, Global Wells, in which the Company is the primary beneficiary. Noncontrolling interests represent third-party equity ownership interests in Global Wells. The Company recognizes noncontrolling interests as equity in the condensed consolidated financial statements separate from the 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 statements of stockholders’ equity.
Revenue Recognition Revenue Recognition: The Company generates revenues from product sales to customers that include national and regional chains, distributors, small local restaurants, and those that purchase for individual consumption primarily through our online stores. The Company considers revenue disaggregated by customer type to most accurately reflect the nature and uncertainty of its revenue and cash flows that are affected by economic factors.National and regional chains revenue: National and regional chains revenue is derived from chain restaurants and businesses 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.
Distributors revenue: Distributors revenues are derived from national and regional distributors across the U.S. that purchase the Company’s products for resale and distribution to other businesses such as restaurants, supermarkets, offices, and schools. Revenue from distributions is recognized at a point in time upon transfer of control of promised products to customers. Transfer of control typically occurs when the title and risk of loss passes to the customer.
Online revenue: Online revenue is derived from the Company's online storefront on www.lollicupstore.com, and other e-commerce platforms including Amazon, Walmart, and eBay with customers largely consisting of small businesses such as small restaurants, coffee houses, bubble tea cafes, pizza parlors, and frozen yogurt shops. Revenue from online transactions is recognized at a point in time upon transfer of control of promised products to customers. Transfer of control typically occurs when the title and risk of loss passes to the customer. For online sales on third-party e-commerce platforms, the Company is the principal in the three-party arrangement and control of the products remains with the Company at all times until transferring to the end customer or upon return from the end customer. Online platform fees are recognized as selling expenses.
Retail revenue: Retail revenue is derived primarily from regional and local restaurants, coffee houses, bubble tea cafes, pizza parlors, 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.
For all of the Company's revenue streams, shipping terms generally indicate when the title and risk of loss have passed, which is generally when products are delivered to customers. During the nine months ended September 30, 2024, the Company's revenue and cost of goods sold were understated by approximately $700,000 and $400,000, respectively, for products that had been shipped and recorded as revenue and costs of goods sold in 2023 and not delivered until 2024. In the prior periods, the Company had assessed the impact of the lag between shipping and delivery to the previously-issued quarterly and annual financial statements, and concluded that the impact on its overall financial statements, including net sales, cost of goods sold, accounts receivable, inventories and customer deposits was immaterial.
The Company’s contract liabilities consist primarily of rebates, sales incentives, consideration payable to customers for cooperative advertising, and customer deposits. As of September 30, 2024 and December 31, 2023, the rebates, sales incentives and cooperative advertising were not significant to the financial statements. Customer deposits are included in current liabilities in the condensed consolidated balance sheets. During the three months ended September 30, 2024 and 2023, the Company recognized revenue of $8,000 and $16,000, respectively, related to customer deposits received as of the beginning of each respective period. During the nine months ended September 30, 2024 and 2023, the Company recognized revenue of $786,000 and $1,074,000, respectively, related to customer deposits received as of the beginning of each respective period.
Out of Period Adjustment: As previously disclosed in the Company's 2023 Form 10-K, during the quarter ended December 31, 2023, the Company also recorded certain misclassification adjustments for the full year 2023 amounts within the consolidated statement of income with no impact on net income. Those misclassification adjustments were: (i) adjusting online sales third-party platform fees from net sales to selling expenses, (ii) production expenses primarily related to machinery repair and maintenance from general and administrative expenses to cost of goods sold, and (iii) payroll and employee-related costs for the Company's sales team within operating expenses from general and administrative expenses to selling expenses. These misclassification adjustments in the quarter ended December 31, 2023 had no effect on totals for assets and liabilities, shareholders' equity, cash flows or net income for either the quarter ended December 31, 2023 or any of the previously reported quarters in 2023. For the three months ended September 30, 2024, the properly classified amounts related to the online sales platform fees, production expenses, and payroll and employee-related costs for the sales team were $3,047,000, $655,000 and $730,000, respectively. For the nine months ended September 30, 2024, the properly classified amounts related to the online sales platform fees, production expenses, and payroll and employee-related costs for the sales team were $7,971,000, $1,938,000 and $2,177,000, respectively.
Fair Value Measurements
Fair Value Measurements: The Company has financial instruments classified within the fair value hierarchy, which consist of the following:
At September 30, 2024, the Company had money market accounts and investments in publicly-traded equity securities classified as Level 1 and certificates of deposit classified as Level 2 within the fair value hierarchy. At December 31, 2023, the Company had money market accounts and certificates of deposit classified as Level 1 and Level 2, respectively, within the fair value hierarchy. The short-term investments comprise of certificates of
deposits with an original maturity of longer than 90 days and are reported at their carrying value as current assets on the condensed consolidated balance sheets. The carrying value of these short-term investments approximates fair value as they were purchased near or on September 30, 2024.
The Company has not elected the fair value option as presented by ASC 825, Fair Value Option for Financial Assets and Financial Liabilities, for the financial assets and liabilities that are not otherwise required to be carried at fair value. Under ASC 820, material financial assets and liabilities not carried at fair value, including accounts receivable, accounts payable, related-party payable, accrued expenses, other payables and borrowings under promissory notes and Line of Credit (as defined below), are reported at their carrying value.
The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, related-party payable, accrued expenses, and other payables at September 30, 2024 and December 31, 2023, approximated fair value because of the short maturity of these instruments.
Certain long-lived non-financial assets and liabilities may be required to be measured at fair value on a nonrecurring basis in certain circumstances, including when there is evidence of impairment. These non-financial assets and liabilities may include assets acquired in a business combination or long-lived assets that are determined to be impaired. During the nine months ended September 30, 2024, the Company recorded an impairment against its operating ROU assets of $1,993,000. See Note 11 — Leases for further information about this impairment charge. With the exception of the ROU impairment, the Company did not have any non-financial assets or liabilities that had been measured at fair value subsequent to initial recognition as of September 30, 2024 or December 31, 2023.
New and Recently Adopted Accounting Standards
New and Recently Adopted Accounting Standards: The Company is an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), and as such, the Company has elected to take advantage of certain reduced public company reporting requirements. In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards, as a result, the Company will adopt new or revised accounting standards on the relevant dates in which adoption of such standards is required for private companies.
In March 2023, the FASB issued updated ASU 2023-01 Lease (Topic 842): Common Control Arrangements. The new guidance amends ASC 842 to require all lessees, including public business entities, to amortize leasehold improvements associated with common control leases over their useful life to the common control group. The Company adopted this new standard on January 1, 2024, by prospectively amortizing all new leasehold improvements recognized on or after the adoption date. The adoption of this new standard did not have a material impact on the Company's financial statements.
In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The new guidance requires enhanced disclosure of significant expenses that are regularly reported to the chief operating decision maker and the nature of segment expense information used to manage operations. The new guidance is effective for all public companies for annual reporting periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company will adopt the new standard in annual reporting period beginning after December 15, 2023. The application of this new guidance is not expected to have a material impact on the Company’s consolidated balance sheets, statements of income or cash flows, as the guidance pertains to disclosures only.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The new guidance requires disaggregated information about the effective tax rate reconciliation and additional information on taxes paid that meet a quantitative threshold. The new guidance is effective for public companies for annual reporting periods beginning after December 15, 2024, and for non-public companies for annual reporting periods beginning after December 15, 2025, with early adoption permitted for both. The Company will adopt the new standard in annual reporting period beginning after December 15, 2025, and is currently evaluating the impacts of the new guidance on its disclosures within the consolidated financial statements.
v3.24.3
Summary of Significant Accounting Policies (Tables)
9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Schedule of Net Sales Disaggregated by Customer Type For the three and nine months ended September 30, 2024 and 2023, net sales disaggregated by customer type consist of the amounts shown below.
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(in thousands)
National and regional chains$23,312 $23,407 $68,834 $68,602 
Distributors63,07161,037177,995178,274
Online18,95014,27153,37543,419
Retail7,4386,81320,78019,774
$112,771 $105,528 $320,984 $310,069 
Schedule of Fair Value Measurements by Level for the Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following table summarizes the Company’s fair value measurements by level at September 30, 2024 for the assets measured at fair value on a recurring basis:
Level 1 Level 2 Level 3
(in thousands)
Cash equivalents$9,463 $21,920 $— 
Short-term investments— 21,531 — 
Publicly-traded equity securities35 — — 
Fair value, September 30, 2024
$9,498 $43,451 $ 
The following table summarize the Company’s fair value measurements by level at December 31, 2023 for the assets measured at fair value on a recurring basis:
Level 1 Level 2 Level 3
(in thousands)
Cash equivalents $5,956 $10,000 $— 
Short-term investments— 26,343 — 
Fair value, December 31, 2023
$5,956 $36,343 $ 
Schedule of Carrying Values and Estimated Fair Values of Debt The following is a summary of the carrying amount and estimated fair value of the $23,000,000 and $28,700,000 term loans that mature in September 2026 and July 2027, respectively (the "2026 Term Loan" and "2027 Term Loan," respectively):
September 30, 2024
Carrying AmountEstimated Fair Value
(in thousands)
2026 Term Loan$21,037 $20,074 
2027 Term Loan27,693 27,712 
$48,730 $47,786 
December 31, 2023
Carrying AmountEstimated Fair Value
(in thousands)
2026 Term Loan$21,490 $19,999 
2027 Term Loan28,028 27,810 
$49,518 $47,809 
v3.24.3
Inventories (Tables)
9 Months Ended
Sep. 30, 2024
Inventory Disclosure [Abstract]  
Schedule of Inventories
Inventories consist of the following:
September 30, 2024December 31, 2023
(in thousands)
Raw materials $6,596 $9,116 
Semi-finished goods1,551 1,343 
Finished goods 63,491 61,419 
Subtotal 71,638 71,878 
Less: inventory reserve (720)(350)
Total inventories $70,918 $71,528 
v3.24.3
Property and Equipment (Tables)
9 Months Ended
Sep. 30, 2024
Property, Plant and Equipment [Abstract]  
Schedule of Property and Equipment, Net
September 30, 2024December 31, 2023
(in thousands)
Machinery and equipment $67,722 $67,321 
Leasehold improvements 19,193 19,085 
Vehicles 8,233 7,038 
Furniture and fixtures 1,015 1,015 
Building 38,779 38,503 
Land 11,907 11,907 
Computer hardware and software 93 93 
Construction in progress316 — 
147,258 144,962 
Less: accumulated depreciation and amortization(57,126)(49,736)
Total property and equipment, net $90,132 $95,226 
v3.24.3
Goodwill (Tables)
9 Months Ended
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill
The following table summarizes the activity in the Company's goodwill from December 31, 2023 to September 30, 2024:
(in thousands)
Balance at December 31, 2023
$3,510 
Goodwill acquired
Balance at September 30, 2024
$3,510 
v3.24.3
Accrued Expenses (Tables)
9 Months Ended
Sep. 30, 2024
Payables and Accruals [Abstract]  
Schedule of Accrued Expense Liabilities
The following table summarizes information related to accrued expense liabilities:
September 30, 2024December 31, 2023
(in thousands)
Accrued miscellaneous expenses$3,288 $1,271 
Accrued payroll 988 1,685 
Accrued ocean freight and other import costs4,025 3,513 
Accrued sale and use taxes1,041 1,006 
Accrued professional services fees
612 845 
Accrued vacation and sick pay
936 619 
Accrued property tax834 552 
Accrued shipping expenses 697 525 
Accrued sales discount expense257 487 
Accrued interest expense73 73 
Total accrued expenses $12,751 $10,576 
v3.24.3
Long-Term Debt (Tables)
9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Schedule of Long-Term Debt
Long-term debt consists of the following:
September 30, 2024December 31, 2023
(in thousands)
The 2026 Term Loan, with an initial balance of $16,115,000 and an option to request for additional advances up to a maximum of $6,885,000 through September 2022, which the Company exercised in February 2022. Interest accrues at a fixed rate of 3.5% per annum. Principal and interest payments of $116,000 are due monthly throughout the term of the loan, with the remaining principal balance due at maturity. The loan is collateralized by substantially all of Global Wells’ assets and is guaranteed by Global Wells and one of the Company’s stockholders. In accordance with the loan agreement, Global Wells is required to comply with certain financial covenants, including a minimum debt service coverage ratio.
$21,084 $21,555 
The 2027 Term Loan, with an initial balance of $20,700,000 and an option to request for additional advances up to a maximum of $8,000,000 through June 30, 2023, which the Company exercised in March 2023. Interest accrues at a fixed rate of 4.375% per annum. Prior to August 1, 2023, principal and interest payments of $104,000 are due monthly. Beginning August 1, 2023, monthly principal and interest payments increased to $144,000 for the remainder of the loan term, with the remaining principal balance due at maturity. The loan is collateralized by substantially all of Global Wells’ assets and is guaranteed by one of the Company’s stockholders. In accordance with the loan agreement, Global Wells is required to comply with certain financial covenants, including a minimum debt coverage ratio.
$27,802 $28,166 
Long-term debt48,886 49,721 
Less: unamortized loan fees(156)(203)
Less: current portion(1,165)(1,122)
Long-term debt, net of current portion$47,565 $48,396 
Schedule of Future Maturities
At September 30, 2024, future maturities are:
(in thousands)
2024 (remainder)$287 
20251,179 
202620,798 
202726,622 
$48,886 
v3.24.3
Stock-Based Compensation (Tables)
9 Months Ended
Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Schedule of Stock Option Activity
A summary of the Company’s stock option activity under the Plan for the nine months ended September 30, 2024 is as follows:
Number of Options
Weighted-Average Exercise Price
Weighted-Average Remaining Contract Life (In Years)
Aggregate Intrinsic Value
(in thousands)
Outstanding at December 31, 2023
386,473 $18.58 7.8$2,424 
Exercised (24,073)$18.33 
Forfeited(33,333)$18.86 
Outstanding at September 30, 2024
329,067 $18.57 7.1$2,410 
Vested and expected to vest at September 30, 2024
329,067 $18.57 7.1$2,410 
Exercisable at September 30, 2024
209,067 $18.58 7.1$1,528 
Schedule of Unvested Restricted Stock Unit Activity
A summary of the Company’s unvested restricted stock units activity under the Plan for the nine months ended September 30, 2024 is as follows:
Number of Shares Outstanding
Weighted Average Grant Date Fair Value
Unvested at December 31, 20235,346 $16.71 
Granted 97,004 29.31 
Vested(31,550)27.54
Unvested at September 30, 202470,800 $29.14 
v3.24.3
Earnings Per Share (Tables)
9 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share
Basic earnings per share is calculated by dividing the net income attributable to equity holders of the Company for the period by the weighted average number of common shares outstanding during the period.
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(in thousands, except per share data)
Net income attributable to Karat Packaging Inc.$9,094 $9,065 $24,360 $28,572 
Weighted average number of common shares in issue20,018 19,891 19,994 19,888 
Basic earnings per share$0.45 $0.46 $1.22 $1.44 
The following table summarizes the calculation of diluted earnings per share:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(in thousands, except per share data)
Net income attributable to Karat Packaging Inc.$9,094 $9,065 $24,360 $28,572 
Weighted average number of common shares in issue20,018 19,891 19,994 19,888 
Dilutive shares
Stock options and restricted stock units116 104 114 75 
Adjusted weighted average number of common shares20,134 19,995 20,108 19,963 
Diluted earnings per share$0.45 $0.45 $1.21 $1.43 
v3.24.3
Leases (Tables)
9 Months Ended
Sep. 30, 2024
Leases [Abstract]  
Schedule of Lease Cost
The Company recognized the following lease costs in the accompanying condensed consolidated statement of income:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(in thousands)(in thousands)
Operating lease expense$2,752 $1,606 $6,694 $4,454 
Short-term lease expense370 106 795 143 
Variable lease expense357 260 1,125 750 
Total lease expense$3,479 $1,972 $8,614 $5,347 
Schedule of Supplemental Information Related to Operating Leases
The following table presents supplemental information related to operating leases:
September 30, 2024December 31, 2023
Weighted average remaining lease term4.55 years4.51 years
Weighted average discount rate7.0 %6.2 %
Nine Months Ended September 30,
20242023
(in thousands)
Cash paid for amounts included in measurement of lease obligations:
Operating cash flows from operating leases$5,721 $4,129 
Schedule of Future Lease Payments Under Operating Leases As of September 30, 2024, future lease payments under operating leases were as follows:
(in thousands)
2024 (remainder)$2,825 
202511,550
202611,909
202710,827
20289,617
Thereafter6,216
Total future lease payments52,944
Less: imputed interest(7,725)
Total lease liability balance$45,219 
v3.24.3
Nature of Operations (Details)
9 Months Ended
Sep. 30, 2024
distribution_center
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Distribution centers operated by entity 7
v3.24.3
Summary of Significant Accounting Policies - Narrative (Details)
3 Months Ended 9 Months Ended 12 Months Ended
Feb. 29, 2024
USD ($)
Feb. 16, 2024
USD ($)
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Sep. 30, 2024
USD ($)
segment
Sep. 30, 2023
USD ($)
Dec. 31, 2017
USD ($)
Debt Instrument [Line Items]              
Number of Reportable Segments | segment         1    
Understatement of revenue     $ 112,771,000 $ 105,528,000 $ 320,984,000 $ 310,069,000  
Cost of goods sold reclassifications - understated amount     69,274,000 66,584,000 196,478,000 191,120,000  
Revenue recognized     8,000 16,000 786,000 1,074,000  
Selling expenses     13,746,000 8,004,000 38,377,000 25,500,000  
Reclassification out of general and administrative expense     (18,508,000) $ (19,870,000) (53,170,000) (53,767,000)  
Impairment of operating right-of-use asset         1,993,000 $ 0  
2026 Term Loan              
Debt Instrument [Line Items]              
Face amount of loan     23,000,000   23,000,000    
2027 Term Loan              
Debt Instrument [Line Items]              
Face amount of loan     28,700,000   28,700,000    
Revision of Prior Period, Error Correction, Adjustment              
Debt Instrument [Line Items]              
Understatement of revenue         700,000    
Cost of goods sold reclassifications - understated amount         400,000    
Revision of Prior Period, Error Correction, Adjustment | Reclassification Of Platform Fees              
Debt Instrument [Line Items]              
Understatement of revenue     (3,047,000)   (7,971,000)    
Selling expenses     3,047,000   7,971,000    
Revision of Prior Period, Error Correction, Adjustment | Reclassification Of Production Expenses              
Debt Instrument [Line Items]              
Cost of goods sold reclassifications - understated amount     655,000   1,938,000    
Reclassification out of general and administrative expense     655,000   1,938,000    
Revision of Prior Period, Error Correction, Adjustment | Reclassification Of Employee-Related Costs              
Debt Instrument [Line Items]              
Selling expenses     730,000   2,177,000    
Reclassification out of general and administrative expense     $ 730,000   $ 2,177,000    
Global Wells              
Debt Instrument [Line Items]              
Ownership interest (as a percent) 15.10%            
Voting interest (as a percent) 33.30%            
Cash consideration $ 3,208,000 $ 2,325,000          
Global Wells | Selling Member              
Debt Instrument [Line Items]              
Ownership interest (as a percent) 10.80%            
Global Wells              
Debt Instrument [Line Items]              
Ownership interest (as a percent)             13.50%
Voting interest (as a percent)             25.00%
Minimum bank account to make additional contributions from members             $ 50,000
Contributions to offset the amount that member cannot contribute (up to)             $ 25,000
v3.24.3
Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Disaggregation of Revenue [Line Items]        
Net sales $ 112,771 $ 105,528 $ 320,984 $ 310,069
National and regional chains        
Disaggregation of Revenue [Line Items]        
Net sales 23,312 23,407 68,834 68,602
Distributors        
Disaggregation of Revenue [Line Items]        
Net sales 63,071 61,037 177,995 178,274
Online        
Disaggregation of Revenue [Line Items]        
Net sales 18,950 14,271 53,375 43,419
Retail        
Disaggregation of Revenue [Line Items]        
Net sales $ 7,438 $ 6,813 $ 20,780 $ 19,774
v3.24.3
Summary of Significant Accounting Policies - Fair Value Measurements (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Short-term investments $ 21,531 $ 26,343
Recurring basis | Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 9,463 5,956
Short-term investments 0 0
Publicly-traded equity securities 35  
Fair value 9,498 5,956
Recurring basis | Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 21,920 10,000
Short-term investments 21,531 26,343
Publicly-traded equity securities 0  
Fair value 43,451 36,343
Recurring basis | Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 0 0
Short-term investments 0 0
Publicly-traded equity securities 0  
Fair value $ 0 $ 0
v3.24.3
Summary of Significant Accounting Policies - Summary of Carrying Values and Estimated Fair Values of Debt (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Debt Instrument [Line Items]    
Carrying Amount $ 48,886 $ 49,721
Carrying Amount    
Debt Instrument [Line Items]    
Carrying Amount 48,730 49,518
Estimated Fair Value    
Debt Instrument [Line Items]    
Estimated Fair Value 47,786 47,809
2026 Term Loan    
Debt Instrument [Line Items]    
Carrying Amount 21,084 21,555
2026 Term Loan | Carrying Amount    
Debt Instrument [Line Items]    
Carrying Amount 21,037 21,490
2026 Term Loan | Estimated Fair Value    
Debt Instrument [Line Items]    
Estimated Fair Value 20,074 19,999
2027 Term Loan    
Debt Instrument [Line Items]    
Carrying Amount 27,802 28,166
2027 Term Loan | Carrying Amount    
Debt Instrument [Line Items]    
Carrying Amount 27,693 28,028
2027 Term Loan | Estimated Fair Value    
Debt Instrument [Line Items]    
Estimated Fair Value $ 27,712 $ 27,810
v3.24.3
Inventories - Schedule of Inventories (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Inventory Disclosure [Abstract]    
Raw materials $ 6,596 $ 9,116
Semi-finished goods 1,551 1,343
Finished goods 63,491 61,419
Subtotal 71,638 71,878
Less: inventory reserve (720) (350)
Total inventories $ 70,918 $ 71,528
v3.24.3
Inventories - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Inventory [Line Items]        
Write-off of inventory $ 694 $ 281 $ 1,145 $ 3,225
Cost of Sales        
Inventory [Line Items]        
Write off of raw materials       $ 1,700
v3.24.3
Property and Equipment - Schedule of Property and Equipment, Net (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Property, Plant and Equipment, Net, by Type [Abstract]    
Property and equipment, gross $ 147,258 $ 144,962
Less: accumulated depreciation and amortization (57,126) (49,736)
Total property and equipment, net 90,132 95,226
Machinery and equipment    
Property, Plant and Equipment, Net, by Type [Abstract]    
Property and equipment, gross 67,722 67,321
Leasehold improvements    
Property, Plant and Equipment, Net, by Type [Abstract]    
Property and equipment, gross 19,193 19,085
Vehicles    
Property, Plant and Equipment, Net, by Type [Abstract]    
Property and equipment, gross 8,233 7,038
Furniture and fixtures    
Property, Plant and Equipment, Net, by Type [Abstract]    
Property and equipment, gross 1,015 1,015
Building    
Property, Plant and Equipment, Net, by Type [Abstract]    
Property and equipment, gross 38,779 38,503
Land    
Property, Plant and Equipment, Net, by Type [Abstract]    
Property and equipment, gross 11,907 11,907
Computer hardware and software    
Property, Plant and Equipment, Net, by Type [Abstract]    
Property and equipment, gross 93 93
Construction in progress    
Property, Plant and Equipment, Net, by Type [Abstract]    
Property and equipment, gross $ 316 $ 0
v3.24.3
Property and Equipment - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
General and Administrative Expense        
Property, Plant and Equipment [Line Items]        
Depreciation and amortization expense $ 1,099 $ 1,167 $ 3,154 $ 3,439
Cost of Sales        
Property, Plant and Equipment [Line Items]        
Depreciation and amortization expense $ 1,585 $ 1,534 $ 4,806 $ 4,599
v3.24.3
Goodwill - Schedule of Goodwill (Details)
$ in Thousands
9 Months Ended
Sep. 30, 2024
USD ($)
Goodwill [Roll Forward]  
Goodwill, beginning balance $ 3,510
Goodwill acquired 0
Goodwill, ending balance $ 3,510
v3.24.3
Line of Credit (Details) - USD ($)
Mar. 14, 2023
Sep. 30, 2024
Dec. 31, 2023
Jun. 20, 2023
Jun. 19, 2023
Feb. 23, 2018
SOFR            
Line of Credit Facility [Line Items]            
Interest rate 2.50%          
Floor interest rate 1.00%          
Line of credit            
Line of Credit Facility [Line Items]            
Maximum borrowing capacity   $ 36,187,000       $ 40,000,000
Floor rate (as a percent) 3.25%          
Long-term line of credit, noncurrent   0 $ 0      
Line of credit | Prime Rate            
Line of Credit Facility [Line Items]            
Basis spread on variable rate 0.25%          
Standby letter of credit            
Line of Credit Facility [Line Items]            
Maximum borrowing capacity       $ 5,000,000 $ 2,000,000  
Long-term line of credit, noncurrent   $ 3,813,000 $ 3,766,000      
v3.24.3
Accrued Expenses (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Payables and Accruals [Abstract]    
Accrued miscellaneous expenses $ 3,288 $ 1,271
Accrued payroll 988 1,685
Accrued ocean freight and other import costs 4,025 3,513
Accrued sale and use taxes 1,041 1,006
Accrued professional services fees 612 845
Accrued vacation and sick pay 936 619
Accrued property tax 834 552
Accrued shipping expenses 697 525
Accrued sales discount expense 257 487
Accrued interest expense 73 73
Total accrued expenses $ 12,751 $ 10,576
v3.24.3
Long-Term Debt - Schedule of Long-term Debt (Details) - USD ($)
$ in Thousands
7 Months Ended 9 Months Ended
Aug. 01, 2023
Jul. 31, 2023
Sep. 30, 2024
Dec. 31, 2023
Debt Instrument [Line Items]        
Carrying Amount     $ 48,886 $ 49,721
Less: unamortized loan fees     (156) (203)
Less: current portion     (1,165) (1,122)
Long-term debt, net of current portion     47,565 48,396
2026 Term Loan        
Debt Instrument [Line Items]        
Carrying Amount     21,084 21,555
Amount converted to term loan     16,115  
Term loan, accordion feature     $ 6,885  
Fixed interest rate (as a percent)     3.50%  
Monthly principal and interest payments     $ 116  
2027 Term Loan        
Debt Instrument [Line Items]        
Carrying Amount     27,802 $ 28,166
Amount converted to term loan     20,700  
Term loan, accordion feature     $ 8,000  
Fixed interest rate (as a percent)     4.375%  
Monthly principal and interest payments $ 144 $ 104    
v3.24.3
Long-Term Debt - Schedule of Future Maturities (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Future maturities:    
2024 $ 287  
2025 1,179  
2026 20,798  
2027 26,622  
Long-term debt $ 48,886 $ 49,721
v3.24.3
Stock-Based Compensation - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
May 07, 2024
Mar. 12, 2024
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Jan. 31, 2019
Stock-based Compensation              
Shares reserved for issuance (in shares)     1,287,017   1,287,017   2,000,000
Stock-based compensation expense     $ 400 $ 250 $ 1,715 $ 743  
Remaining stock-based compensation expense for unvested stock options     10   10    
Remaining stock-based compensation expense for unvested restricted stock units     $ 1,317   $ 1,317    
Restricted Stock Units (RSUs)              
Stock-based Compensation              
Cost not yet recognized, period for recognition (in years)         1 year 2 months 12 days    
Granted (in shares) 6,000 91,000     97,004    
Grant date fair value $ 169 $ 2,674          
Stock Options              
Stock-based Compensation              
Cost not yet recognized, period for recognition (in years)         3 months 18 days    
Maximum              
Stock-based Compensation              
Award term (in years)         10 years    
Maximum | Restricted Stock Units (RSUs)              
Stock-based Compensation              
Vesting period (in years)         3 years    
Maximum | Stock Options              
Stock-based Compensation              
Vesting period (in years)         3 years    
Minimum | Restricted Stock Units (RSUs)              
Stock-based Compensation              
Vesting period (in years)         2 years    
Minimum | Stock Options              
Stock-based Compensation              
Vesting period (in years)         2 years    
Incentive Stock Optionee, Stock Ownership Greater than Ten Percent of Voting Power              
Stock-based Compensation              
Minimum exercise price to fair market value of common stock at the date of grant (as a percent)     110.00%   110.00%    
Incentive Stock Optionee, Stock Ownership Greater than Ten Percent of Voting Power | Maximum              
Stock-based Compensation              
Award term (in years)         5 years    
v3.24.3
Stock-Based Compensation - Schedule of Stock Options Activity (Details)
$ / shares in Units, $ in Thousands
9 Months Ended 12 Months Ended
Sep. 30, 2024
USD ($)
$ / shares
shares
Dec. 31, 2023
USD ($)
$ / shares
shares
Number of Options    
Outstanding at beginning of period (in shares) | shares 386,473  
Exercised (in shares) | shares (24,073)  
Forfeited (in shares) | shares (33,333)  
Outstanding at end of period (in shares) | shares 329,067 386,473
Number of options, vested and expected to vest (in shares) | shares 329,067  
Number of options, exercisable (in shares) | shares 209,067  
Weighted-Average Exercise Price    
Outstanding at beginning of period (in dollars per share) | $ / shares $ 18.58  
Exercised (in dollars per share) | $ / shares 18.33  
Forfeited (in dollars per share) | $ / shares 18.86  
Outstanding at end of period (in dollars per share) | $ / shares 18.57 $ 18.58
Weighted average exercise price, vested and expected to vest (in dollars per share) | $ / shares 18.57  
Weighted average exercise price, exercisable (in dollars per share) | $ / shares $ 18.58  
Stock Option Activity, Additional Disclosures    
Weighted average remaining contract life, options outstanding 7 years 1 month 6 days 7 years 9 months 18 days
Weighted average remaining contract life, vested and expected to vest 7 years 1 month 6 days  
Weighted average remaining contract life, exercisable 7 years 1 month 6 days  
Aggregate intrinsic value, options outstanding | $ $ 2,410 $ 2,424
Aggregate intrinsic value, vested and expected to vest | $ 2,410  
Aggregate intrinsic value, exercisable | $ $ 1,528  
v3.24.3
Stock-Based Compensation - Schedule of Unvested Restricted Stock Units (Details) - Restricted Stock Units (RSUs) - $ / shares
9 Months Ended
May 07, 2024
Mar. 12, 2024
Sep. 30, 2024
Number of Shares Outstanding      
Outstanding at beginning of period (in shares)     5,346
Granted (in shares) 6,000 91,000 97,004
Vested (in shares)     (31,550)
Outstanding at end of period (in shares)     70,800
Weighted Average Grant Date Fair Value      
Outstanding at beginning of period (in dollars per share)     $ 16.71
Granted (in dollars per share)     29.31
Vested (in dollars per share)     27.54
Outstanding at end of period (in dollars per share)     $ 29.14
v3.24.3
Earnings Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Earnings Per Share Reconciliation [Abstract]        
Net income attributable to Karat Packaging Inc. $ 9,094 $ 9,065 $ 24,360 $ 28,572
Weighted average number of common shares in issue (in shares) 20,017,774 19,890,646 19,993,964 19,888,244
Basic earnings per share (in dollars per share) $ 0.45 $ 0.46 $ 1.22 $ 1.44
Weighted Average Number of Shares Outstanding, Diluted [Abstract]        
Net income attributable to Karat Packaging Inc. $ 9,094 $ 9,065 $ 24,360 $ 28,572
Weighted average number of common shares in issue (in shares) 20,017,774 19,890,646 19,993,964 19,888,244
Dilutive shares        
Stock options and restricted stock units (in shares) 116,000 104,000 114,000 75,000
Adjusted weighted average number of common shares (in shares) 20,133,813 19,994,648 20,107,801 19,962,999
Diluted earnings per share (in dollars per share) $ 0.45 $ 0.45 $ 1.21 $ 1.43
Potentially dilutive shares excluded from diluted earnings per share calculation (in shares) 0 0 6,403 285,000
v3.24.3
Leases - Schedule of Lease Cost (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Leases [Abstract]        
Operating lease expense $ 2,752 $ 1,606 $ 6,694 $ 4,454
Short-term lease expense 370 106 795 143
Variable lease expense 357 260 1,125 750
Total lease expense $ 3,479 $ 1,972 $ 8,614 $ 5,347
v3.24.3
Leases - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Lessee, Lease, Description [Line Items]        
Impairment of operating right-of-use asset     $ 1,993 $ 0
Expected rental income, remainder of the year $ 185   185  
Expected rental income in 2025 616   616  
Global Wells | Minimum        
Lessee, Lease, Description [Line Items]        
Monthly lease payment     62  
Global Wells | Maximum        
Lessee, Lease, Description [Line Items]        
Monthly lease payment     65  
Operating Expense        
Lessee, Lease, Description [Line Items]        
Lease expense 2,843 $ 1,653 7,209 4,542
Cost of Sales        
Lessee, Lease, Description [Line Items]        
Lease expense $ 636 $ 319 $ 1,405 $ 805
v3.24.3
Leases - Schedule of Supplemental Information Related to Operating Leases (Details) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Leases [Abstract]      
Weighted average remaining lease term (in years) 4 years 6 months 18 days   4 years 6 months 3 days
Weighted average discount rate 7.00%   6.20%
Cash paid for amounts included in measurement of lease obligations:      
Operating cash flows from operating leases $ 5,721 $ 4,129  
v3.24.3
Leases - Schedule of Maturities of Operating Lease Liabilities (Details)
$ in Thousands
Sep. 30, 2024
USD ($)
Leases [Abstract]  
2024 (remainder) $ 2,825
2025 11,550
2026 11,909
2027 10,827
2028 9,617
Thereafter 6,216
Total future lease payments 52,944
Less: imputed interest (7,725)
Total lease liability balance $ 45,219
v3.24.3
Impairment Expense and (Gain) Loss, Net, on Disposal of Machinery and Equipment (Details)
$ in Thousands
1 Months Ended 3 Months Ended 9 Months Ended
Feb. 28, 2023
vendor
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Discontinued Operations and Disposal Groups [Abstract]          
Number of unrelated vendors | vendor 2        
Gain (loss) on disposition of machinery and equipment     $ 310   $ (1,612)
Impairment expense related to the unrecoverable cancelled deposits         523
Loss on disposal of fixed assets within normal course of business   $ (27) $ 0 $ 505 $ 96
v3.24.3
Related Party Transactions (Details)
$ in Thousands
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2024
USD ($)
shares
Sep. 30, 2023
USD ($)
Mar. 31, 2023
USD ($)
Sep. 30, 2018
convertible_note
Sep. 30, 2024
USD ($)
shares
Sep. 30, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2023
USD ($)
shares
Jun. 30, 2023
USD ($)
May 08, 2023
USD ($)
Apr. 06, 2022
USD ($)
Related Party Transaction [Line Items]                      
Deposits paid for joint venture investment         $ 0 $ 2,900          
Deposits refunded from joint venture investment         $ 0 6,900          
Common stock, shares outstanding (in shares) | shares 20,021,105       20,021,105     19,965,482      
Number of exercised convertible notes | convertible_note       2              
Lollicup Franchising, LLC | Bio Earth Technology                      
Related Party Transaction [Line Items]                      
Ownership percentage by parent                     49.00%
Bio Earth Technology                      
Related Party Transaction [Line Items]                      
Deposits paid for joint venture investment     $ 2,900       $ 5,876        
Deposits refunded from joint venture investment     $ 900       $ 1,876        
Bio Earth Technology | Lollicup Franchising, LLC                      
Related Party Transaction [Line Items]                      
Committed capital to joint venture                     $ 6,500
Keary Global                      
Related Party Transaction [Line Items]                      
Noncontrolling interest in joint ventures                 $ 6,100 $ 6,100  
Noncontrolling interest in joint ventures, gross                   $ 6,000  
Keary Global | Affiliated Entity                      
Related Party Transaction [Line Items]                      
Common stock, shares outstanding (in shares) | shares 250,004       250,004            
Keary Global | Bio Earth Technology                      
Related Party Transaction [Line Items]                      
Ownership percentage by parent                   5.00%  
Keary Global and Keary International                      
Related Party Transaction [Line Items]                      
Purchases from related party $ 7,473 $ 7,371     $ 30,920 $ 32,384          
Keary Global and Keary International | Affiliated Entity                      
Related Party Transaction [Line Items]                      
Accounts payable $ 3,963       $ 3,963     $ 5,306      
v3.24.3
Income Taxes (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Income Tax Disclosure [Abstract]          
Provision for income taxes $ 2,597,000 $ 2,904,000 $ 7,413,000 $ 9,045,000  
Effective tax rate 21.90% 24.10% 22.90% 23.80%  
Deferred tax assets, valuation allowance $ 0   $ 0    
Uncertain tax positions $ 0   $ 0   $ 0
v3.24.3
Commitments and Contingencies (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2024
Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]      
Loss contingency $ 2,984 $ 2,984 $ 2,738
Accrued interest $ 81 $ 246  
v3.24.3
Secondary Offering (Details)
$ in Thousands
Sep. 12, 2023
USD ($)
Equity [Abstract]  
Offering transaction costs $ 453
v3.24.3
Subsequent Events (Details) - $ / shares
3 Months Ended
Nov. 05, 2024
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Jun. 30, 2023
Subsequent Event [Line Items]            
Common stock, dividends declared (in dollars per share)   $ 0.50 $ 0.35 $ 0.30 $ 0.50 $ 0.35
Subsequent Event            
Subsequent Event [Line Items]            
Common stock, dividends declared (in dollars per share) $ 0.40          

Karat Packaging (NASDAQ:KRT)
Gráfico Histórico do Ativo
De Nov 2024 até Dez 2024 Click aqui para mais gráficos Karat Packaging.
Karat Packaging (NASDAQ:KRT)
Gráfico Histórico do Ativo
De Dez 2023 até Dez 2024 Click aqui para mais gráficos Karat Packaging.