Forward-Looking Statements



The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our consolidated financial
statements and accompanying notes. This discussion and analysis contains
"forward-looking statements," within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). These statements relate to
expectations concerning matters that are not historical facts. For example,
statements discussing, among other things, business strategies, growth
strategies and initiatives, future revenues and future performance and expected
costs and liabilities are forward-looking statements. Such forward-looking
statements may be identified by words such as "anticipates," "believes," "can,"
"continue," "could," "estimates," "expects," "intends," "may," "plans,"
"potential," "predicts," "remain," "should," or "will" or the negative of these
terms or other comparable terminology. All forward-looking statements are
subject to risks and uncertainties that may cause actual results to differ
materially from those that we expect and, therefore, you should not unduly rely
on such statements. The risks and uncertainties that could cause those actual
results to differ materially from those expressed or implied by these
forward-looking statements include but are not limited to:

•fluctuations in the demand for our products in light of changes in laws and regulations applicable to food and beverages and changes in consumer preferences;

•supply chain disruptions that could interrupt product manufacturing and increase product costs;

•our ability to source raw materials and navigate a shortage of available materials;

•our ability to compete successfully in our industry;



•the impact of earthquakes, fire, power outages, floods, pandemics and other
catastrophic events, as well as the impact of any interruption by problems such
as terrorism, cyberattacks, or failure of key information technology systems;

•our ability to accurately forecast demand for our products or our results of operations;

•the impact of problems relating to delays or disruptions in the shipment of our goods through operational ports;

•our ability to expand into additional foodservice and geographic markets;

•our ability to successfully design and develop new products;

•fluctuations in freight carrier costs related to the shipment of our products could have a material adverse impact on our results of operations;

•the effects of COVID-19 or other public health crises;

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



•other risks and uncertainties described in "Risk Factors," as discussed in Part
1, Item 1A of our Annual Report on Form 10-K for the year ended December 31,
2021.

As used in this Quarterly Report on Form 10-Q, "we", "us", "our", "Karat", "the
Company" or "our Company" refer to Karat Packaging Inc., a Delaware corporation,
and, unless the context requires otherwise, our operating subsidiaries.
References to "Global Wells" or "our variable interest entity" refer to Global
Wells Investment Group LLC, a Texas limited liability company and our
consolidated variable interest entity, in which the Company has an equity
interest and which is controlled by one of our stockholders. References to
"Lollicup" refer to Lollicup USA Inc., a California corporation, our
wholly-owned subsidiary.

Overview



We are a rapidly-growing specialty distributor and select manufacturer of
environmentally-friendly disposable foodservice products and related items. We
are a nimble supplier of a wide range of products for the foodservice industry,
including food and take out containers, bags, tableware, cups, lids, cutlery,
straws, specialty beverage ingredients, equipment,

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gloves and other products. Our products are available in plastic, paper,
biopolymer-based and other compostable forms. Our Karat Earth® line provides
environmentally friendly options to our customers, who are increasingly focused
on sustainability. We offer customized solutions to our customers, including new
product development, design, printing and logistics services.

While a majority of our revenue is generated from the distribution of our
vendors' products, we have select manufacturing capabilities in the U.S., which
allows us to provide customers broad product choices and customized offerings
with short lead times. We operate our business strategically and with broad
flexibility to provide both our large and small customers with the wide spectrum
of products they need to successfully run and grow their businesses. We believe
our ability to source products quickly on a cost-effective basis via a
diversified global supplier network, complemented by our manufacturing
capabilities for select products, has established us as a differentiated
provider of high-quality products relative to our competitors and supported a
superior margin profile.

We operate an approximately 500,000 square foot distribution center located in
Rockwall, Texas, an approximately 300,000 square foot distribution center in
Chino, California, and an approximately 76,000 square foot distribution center
located in Kapolei, Hawaii. We have selected manufacturing capabilities in all
of these facilities. In addition, we operate five other distribution centers
located in Sumner, Washington; Summerville, South Carolina; Branchburg, New
Jersey; Kapolei, Hawaii; and City of Industry, California. Our distribution
centers are strategically located in proximity to major population centers,
including the Los Angeles, Dallas, New York, Seattle, Atlanta and Honolulu metro
areas.

We manage and evaluate our operations in one reportable segment.

Business Highlights



•We achieved record quarterly revenues of $114.9 million during the three months
ended June 30, 2022, which represents an increase of 21.5% compared to the three
months ended June 30, 2021.

•We recorded net income of $7.2 million during the three months ended June 30,
2022, despite challenges posed by the commodity input cost inflation, supply
chain disruption, and higher labor costs.

•We invested $4.0 million during the three months ended June 30, 2022 to establish a joint venture in Taiwan for the manufacturing of compostable foodservice products from bagasse and currently expect manufacturing to start in the second half of 2022.



•We acquired over 4,000 new customers during the three months ended June 30,
2022, which consisted of customers through wholesale distribution and e-commerce
direct-to-consumer channels.

•We generated consolidated Adjusted EBITDA, a non-GAAP measure defined below, of
$11.8 million for the three months ended June 30, 2022, representing an increase
of 14.6% compared to the three months ended June 30, 2021.

•We added 140,000 square feet of warehouse space in May 2022 in California,
Hawaii and South Carolina and continued to make strategic investments in our
logistics and manufacturing infrastructure to enhance our operation efficiency
and position the business for future growth.

•We completed the refinancing of a new term loan in June 2022, which provided increased liquidity, financial flexibility and improved pricing.


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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:



•There is a growing trend towards at home dining and mobility-oriented
e-commerce, food delivery and take-out dining. We believe this trend will have a
positive impact on our results of operations, as more of our customers will
require packaging and containers to meet the demands of their increased food
delivery and take-out dining consumers.

•Environmental concerns regarding disposable products broadly have resulted in a
number of significant changes that are specific to the food-service industry,
including regulations applicable to our customers. We believe this trend will
have a positive long-lasting impact on our results of operations, as we expect
there will be an increased demand for eco-friendly and compostable single-use
disposable products.

•Changes in freight carrier costs related to the shipment of our products,
especially relating to overseas shipments. The freight and duty costs totaled
$20.7 million during the three months ended June 30, 2022, which represented an
increase of $10.9 million from the three months ended June 30, 2021 primarily
due to the increase in ocean freight rates. We believe this trend can have
either a positive or a negative impact on our results of operations in the
future, depending on whether such freight costs increase or decrease.

•U.S. foreign trade policy continues to evolve, such as the imposition of
tariffs on a number of imported food-service disposable products, including
those imported from China and other countries. We believe this trend will have
either a positive or a negative impact on our results of operations, depending
on whether we are able to source our raw materials or manufactured products from
countries where tariffs have not been imposed by the current U.S. administration
and whether the previously imposed tariffs are removed.

•Inflation and the cost of raw materials used to manufacture our products,
including polyethylene terephthalate, or PET, plastic resin, aluminum and paper
boards may continue to fluctuate. Since negotiated sales contracts and the
market largely determine the pricing for our products, we are, at times, limited
in our ability to raise prices and pass through any inflation to our costs.
There can also be lags between cost inflation and the implementation of price
increases, which could negative impact our gross margin. We believe price
fluctuations will have either a positive or a negative impact on our results of
operations in the future, depending on whether raw material costs increase or
decrease and whether we can successfully implement price increases to pass on
inflation.

•Supplier chain disruptions could have a long-lasting impact on our operations
and financial results. We believe this trend will have either a positive or a
negative impact on our results of operations, depending on whether we are able
to navigate the challenging environment and adjust our operating models
effectively, including the accurate forecast of demand, the successful
procurement of raw materials and products and the effective management of our
inventory, production and distribution.

•Fluctuations in foreign currency exchange rates could impact either positively or negatively various aspects of our business activities, including but not limited to our purchasing power and capacity to source inventory.

COVID-19 Update



Information regarding COVID-19 update is contained in Note 16 - COVID-19 in the
Notes to the Condensed Consolidated Financial Statements included in Part I,
Item 1 of this Quarterly Report on Form 10-Q.

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Critical Accounting Policies and 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 2021 Form 10-K filed on March 31, 2022.

Results of Operations



                                            Three Months Ended June 30,                        Six Months Ended June 30,
                                           2022                    2021                     2022                     2021
                                                   (in thousands)                                   (in thousands)
Net sales                            $        114,881       $            94,526       $        220,294       $            170,199
Cost of goods sold                             80,917                    66,428                152,041                    120,475
Gross profit                                   33,964                    28,098                 68,253                     49,724
Operating expenses                             26,162                    21,228                 50,960                     39,083
Operating income                                7,802                     6,870                 17,293                     10,641
Other income                                    1,144                     4,015                  2,273                      4,480
Provision for income taxes                      1,746                     1,547                  4,423                      2,733
Net income                           $          7,200       $             9,338       $         15,143       $             12,388


Three Months Ended June 30, 2022 Compared to the Three Months Ended June 30, 2021



Net sales

Net sales were $114.9 million for the three months ended June 30, 2022 compared
to $94.5 million for the three months ended June 30, 2021, an increase of $20.4
million, or 21.5%. The increase in net sales was driven by an increase of
$15.4 million in product sales to our existing customers, as we continue to grow
wallet share with existing customers, and incremental net sales of $5.0 million
from more than 4,000 new customers in the three months ended June 30, 2022. Of
the total net sales increase of $20.4 million compared to the three months ended
June 30, 2021, $18.9 million was attributable to price increases due to the
passthrough of inflation, $0.3 million was related to the increase in volume and
changes in product mix as compared to strong prior year volumes due to
post-COVID re-openings, and $0.9 million was a result of an increase in logistic
services and shipping revenue.

Cost of goods sold



Cost of goods was $80.9 million for the three months ended June 30,
2022 compared to $66.4 million for the three months ended June 30, 2021, an
increase of $14.5 million, or 21.8%. The increase in cost of goods sold was
primarily due to an increase of $10.9 million in freight and duty costs to
acquire inventory from overseas as a result of elevated ocean freight rates and
an increase of $3.1 million in product costs driven by the general increase in
raw materials and labor costs partially offset by efficiencies and productivity
improvements realized and the favorable foreign currency exchange rate impact
from the strengthening of the US Dollar against Taiwan New Dollar.

Gross profit



Gross profit was $34.0 million for the three months ended June 30, 2022 compared
to $28.1 million for the three months ended June 30, 2021, an increase of
$5.9 million, or 20.9%. Gross margin was 29.6% for the three months ended June
30, 2022 compared to 29.7% for the three months ended June 30, 2021. Despite the
higher freight and duty costs, which as a percentage of net sales increased from
10.3% in three months ended June 30, 2021 to 18.0% in three months ended June
30, 2022, gross margin remained relatively consistent between the two periods
primarily due to margin expanding factors including shift to higher margin
products such as environmentally-friendly items, price increases to pass through
the increased product costs, favorable foreign currency exchange rate and
improved operating efficiencies and leverage.

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Operating expenses



Operating expenses for the three months ended June 30, 2022 were
$26.2 million compared to $21.2 million for the three months ended June 30,
2021, an increase of $4.9 million, or 23.2%. The increase was primarily due to
an increase of $2.0 million in shipping and transportation costs to transfer
inventory among our warehouses and to deliver products to our customers, an
increase of $1.6 million in payroll-related costs due to workforce expansion and
costs incurred for temporary labor to cover COVID-19 related illness, an
increase of $0.5 million in rental expense as we expanded our distribution
network, an increase of $0.4 million in bad debt expense, and an increase of
$0.3 million in stock-based compensation expense.

Operating income

Operating income for the three months ended June 30, 2022 was $7.8 million compared to $6.9 million for the three months ended June 30, 2021, an increase of $0.9 million, or 13.6%. The increase was primarily due to an increase in gross profit of $5.9 million partially offset by the increase in operating expenses of $4.9 million.

Other income



Other income for the three months ended June 30, 2022 was $1.1 million, compared
to $4.0 million for the three months ended June 30, 2021, a decrease of
$2.9 million, or 71.5%. The $1.1 million other income for the three months ended
June 30, 2022 consisted primarily of a gain on foreign currency transactions of
$0.9 million and a net interest income of $0.2 million, which was made up of a
gain related to the interest swap of $0.8 million partially offset by interest
expense on the Line of Credit and term loans totaling $0.6 million. The
$4.0 million other income for the three months ended June 30, 2021 consisted
primarily of gain on forgiveness of the Paycheck Protection Program (PPP) loan
of $5.0 million partially offset by interest expense of $1.1 million, which was
made up of the change in the interest swap fair value of $0.4 million and
interest expense on the Line of Credit and term loans totaling $0.7 million.

Provision for income taxes



Provision for income taxes was $1.7 million and $1.5 million for the three
months ended June 30, 2022 and 2021, respectively. The Company's effective tax
rate for the three months ended June 30, 2022 and 2021 was 19.5% and 14.2%,
respectively. The effective tax rate was lower for the three months ended June
30, 2021 primarily due to the gain on forgiveness of the PPP loan of $5.0
million, which was a discrete item not presented in the three months ended June
30, 2022.

Net income

Net income for the three months ended June 30, 2022 was $7.2 million, compared
to $9.3 million for the three months ended June 30, 2021, a decrease of
$2.1 million, or 22.9%. The decrease was primarily driven by a decrease in other
income of $2.9 million and an increase in the provision for income taxes of $0.2
million, partially offset by an increase in operating income of $0.9 million, as
discussed above.

Six Months Ended June 30, 2022 Compared to the Six Months Ended June 30, 2021

Net sales



Net sales were $220.3 million for the six months ended June 30, 2022 compared to
$170.2 million for the six months ended June 30, 2021, an increase of $50.1
million, or 29.4%. The increase in net sales was primarily driven by an increase
of $41.6 million in product sales to our existing customers, as we continue to
grow wallet share with existing customers, and incremental net sales of
$8.5 million from more than 9,000 new customers in the six months ended June 30,
2022. Out of the total net sales increase of $50.1 million compared to six
months ended June 30, 2022, $37.1 million was primarily attributable to price
increases due to the passthrough of inflation, $10.1 million was primarily
related to the increase in volume and change in product mix as compared to
strong prior year volumes due to post-COVID re-openings, and $2.2 million as a
result of an increase in logistic services and shipping revenue.

Cost of goods sold



Cost of goods was $152.0 million for the six months ended June 30, 2022 compared
to $120.5 million for the six months ended June 30, 2021, an increase of
$31.6 million, or 26.2%. The increase in cost of goods sold was primarily due to
an increase of $19.6 million in freight and duty costs to acquire inventory from
overseas as a result of elevated ocean freight rates and an increase of
$11.3 million in product costs driven by the general increase in raw materials
and labor costs partially offset









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by efficiencies and productivity improvements realized and the favorable foreign
currency exchange rate impact from the strengthening of the US Dollar against
Taiwan New Dollar.

Gross profit

Gross profit was $68.3 million for the six months ended June 30, 2022 compared
to $49.7 million for the six months ended June 30, 2021, an increase of $18.5
million, or 37.3%. Gross profit margin was 31.0% for the six months ended June
30, 2022 compared to 29.2% for the six months ended June 30, 2021. The margin
expansion resulted primarily from the shift to higher margin products, such as
our environmentally-friendly products, price increases to pass through the
increased product costs, favorable foreign currency exchange rate impact from
the strengthening of the US Dollar against Taiwan New Dollar, and improved
operating efficiencies and fixed cost leverage. Such favorable impacts on the
gross margin were partially offset by higher freight and duty costs, which as a
percentage of net sales increased from 9.6% in six months ended June 30, 2021 to
16.3% in six months ended June 30, 2022.

Operating expenses



Operating expenses for the six months ended June 30, 2022 were $51.0
million compared to $39.1 million for the six months ended June 30, 2021, an
increase of $11.9 million, or 30.4%. The increase was primarily due to an
increase of $5.4 million in shipping and transportation costs to transfer
inventory among our warehouses and to deliver products to our customers, an
increase of $3.2 million in payroll-related costs due to workforce expansion and
costs incurred for temporary labor to cover COVID-19 related illness, an
increase of $0.8 million in rental expense as we expanded our distribution
network, an increase of $0.6 million in production expenses due to higher repair
and maintenance expense with increased manufacturing volume, an increase of
$0.3 million in demurrage charges for containers at ports, an increase of $0.5
million in bad debt expense, and an increase of $0.9 million in stock-based
compensation expense.

Operating income



Operating income for the six months ended June 30, 2022 was $17.3 million
compared to $10.6 million the six months ended June 30, 2021, an increase of
$6.7 million, or 62.5%. The increase was primarily due to an increase in gross
profit of $18.5 million partially offset by the increase in operating expenses
of $11.9 million.

Other income

Other income for the six months ended June 30, 2022 was $2.3 million, compared
to $4.5 million for the six months ended June 30, 2021, a decrease of $2.2
million, or 49.3%. The $2.3 million other income for the six months ended June
30, 2022 consisted primarily of a gain on foreign currency transactions of
$1.0 million and a net interest income of $1.1 million, which was made up of a
gain associated with the interest swap of $2.2 million partially offset by
interest expense on the Line of Credit and term loans totaling $1.1 million. The
$4.5 million other income for the six months ended June 30, 2021 consisted
primarily of gain on forgiveness of the PPP loan of $5.0 million partially
offset by interest expense of $0.9 million, which represented interest expense
on the Line of Credit and term loans totaling $1.8 million partially offset by
the change in the interest swap fair value of $0.9 million.

Provision for income taxes



Provision for income taxes was $4.4 million and $2.7 million for the six months
ended June 30, 2022 and 2021, respectively. The Company's effective tax rate
for the six months ended June 30, 2022 and 2021 was 22.6% and 18.1%,
respectively. The effective tax rate was lower for the six months ended June 30,
2021, primarily due to the gain on forgiveness of the PPP loan of $5.0 million,
which was a discrete item not presented in the six months ended June 30, 2022.

Net income



Net income for the six months ended June 30, 2022 was $15.1 million compared to
$12.4 million for the six months ended June 30, 2021, an increase of
$2.8 million, or 22.2%. The increase was primarily driven by an increase in
operating income of $6.7 million offset by a decrease in other income of $2.2
million and an increase in the provision for income taxes of approximately
$1.7 million, as discussed above.









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Non-GAAP Financial Measure



We use certain non-GAAP financial measures to assess our financial and operating
performance that are not defined by, or calculated in accordance with US GAAP. A
non-GAAP financial measure is defined as a numerical measure of a company's
financial performance that (i) excludes amounts, or is subject to adjustments
that have the effect of excluding amounts, that are included in the comparable
measure calculated and presented in accordance with US GAAP in the Consolidated
Statements of Income; or (ii) includes amounts, or is subject to adjustments
that have the effect of including amounts, that are excluded from the comparable
measure so calculated and presented.

Our primary non-GAAP financial measures are listed below and reflect how we evaluate our operating results.

Adjusted EBITDA and Adjusted EBITDA Margin



Adjusted EBITDA is a financial measure, which beginning in the fourth quarter of
fiscal 2021, is calculated as net income excluding (i) interest (income)
expense, net, (ii) provision for income taxes, (iii) depreciation and
amortization, (iv) IPO related expenses, (v) stock-based compensation expense
and (vi) gain on forgiveness of debt. Adjusted EBITDA margin is calculated by
dividing Adjusted EBITDA by revenue. The prior period Adjusted EBITDA has been
revised to conform to this definition.

We present Adjusted EBITDA and Adjusted EBITDA margin as supplemental measures
of our financial performance. Adjusted EBITDA and Adjusted EBITDA margin assist
management in assessing our core operating performance. We also believe these
measures provide investors with useful perspective on underlying business
results and trends and facilitate a comparison of our performance from period to
period.

Adjusted EBITDA and Adjusted EBITDA margin should not be considered in isolation
or as alternatives to net income or cash flows from operating activities and net
income margin or other measures determined in accordance with GAAP. Also,
Adjusted EBITDA and Adjusted EBITDA margin are not necessarily comparable to
similarly titled measures presented by other companies.

Set forth below is a reconciliation of net income to Adjusted EBITDA and net income margin to Adjusted EBITDA margin.



                                                                         Three Months Ended June 30,
                                                                2022                                        2021
                                                                      (in

thousands, except percentages)


                                                   Amount               % of Revenue           Amount            % of Revenue
Net income:                                   $        7,200                      6.3%       $  9,338                       9.9%
Add (deduct):
Interest income (expense), net                            (237)                  (0.2)             1,128                     1.2
Provision for income taxes                                1,746                    1.5             1,547                     1.6
Depreciation and amortization                             2,564                    2.2             2,479                     2.6
Stock-based compensation expense                            565                    0.5               240                     0.3
IPO related expenses                                          -                      -               601                     0.6
  Gain on forgiveness of debt                                 -                      -           (5,000)                   (5.3)
Adjusted EBITDA                               $          11,838                  10.3%       $    10,333                   10.9%












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                                                                            Six Months Ended June 30,
                                                              2022                                           2021
                                                                        (in

thousands, except percentages)


                                                  Amount             % of Revenue               Amount               % of Revenue
Net income:                                   $    15,143                      6.9%       $           12,388                    7.3%
Add (deduct):
Interest income (expense), net                       (1,077)                  (0.5)                      850                     0.5
Provision for income taxes                             4,423                    2.0               2,733                          1.6
Depreciation and amortization                          5,148                    2.4               4,943                          2.9
Stock-based compensation expense                       1,176                    0.5                      240                     0.1
IPO related expenses                                       -                      -                      997                     0.6
  Gain on forgiveness of debt                              -                      -                  (5,000)                   (2.9)
Adjusted EBITDA                               $       24,813                  11.3%       $           17,151                   10.1%












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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, and during the year ended December 31, 2021, net proceeds of
our IPO offering totaling $67.6 million. On an annual basis, we have typically
generated positive cash flows from operations. Our ability to generate positive
cash flow from operations in the future will be, at least in part, dependent on
global economic conditions and ability to navigate challenging macro environment
at times.

The Line of Credit is available for working capital and general corporate
purposes, and consists of a $40.0 million revolving loan facility, which also
includes a standby letter of credit sublimit. The Line of Credit was secured by
our assets and guaranteed by our stockholders. We are not required to pay a
commitment (unused) fee on the undrawn portion of the Line of Credit and
interest is payable monthly.

As described in Note 9 - Long-Term Debt to the Condensed Consolidated Financial
Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, on
June 17, 2022, we entered into a $28.7 million term loan agreement which matures
July 1, 2027 (the "2027 Term Loan"). The 2027 Term Loan has an initial balance
of $20.7 million and an option to request for additional advances up to a
maximum of $8.0 million through June 30, 2023, which we have not exercised as of
June 30, 2022. Interest accrues at a fixed rate of 4.375% per annum, and
principal and interest payments of $0.1 million are due monthly throughout the
term of the loan, with the remaining principal balance due at maturity. The 2027
Term Loan is collateralized by substantially all of Global Wells' assets and is
guaranteed by one of the Company's stockholders. In accordance with the loan
agreement, Global Wells is required to comply with certain financial covenants,
including a minimum debt coverage ratio. Proceeds from the 2027 Term Loan were
used to pay down an existing term loan with the same lender, which was set to
mature in May 2029 with interest accruing at prime rate less 0.25%, and had an
outstanding balance of $20.6 million as of the repayment date.

Additionally, as of June 30, 2022, we have a $23.0 million term loan that
matures in September 30, 2026 (the "2026 Term Loan"). The 2026 Term Loan had an
initial balance of $16.1 million and an option to request for additional
advances up to a maximum of $6.9 million through September 2022, which we
exercised in February 2022. Interest accrues at a fixed rate of 3.50% per annum.
Principal and interest payments of $0.1 million are due monthly throughout the
term of the loan, with the remaining principal balance due at maturity. The loan
is collateralized by substantially all of Global Wells' assets and is guaranteed
by Global Wells and one of our stockholders. In accordance with the loan
agreement, Global Wells is required to comply with certain financial covenants,
including a minimum debt service coverage ratio.

As of June 30, 2022, we were in compliance with the financial covenants under
all of our loan agreements, and do not expect material uncertainties in our
continued ability to be in compliance with all financial covenants through the
remaining term of all of our loan agreements. As of June 30, 2022, we had
$11.6 million in outstanding balance on the Line of Credit bearing an interest
per annum of prime rate less 0.25% (4.5% as of June 30, 2022), $20.7 million in
outstanding balance under the 2027 Term Loan, and $22.5 million in outstanding
balance under the 2026 Term Loan.

As described in Note 4 - Joint Venture in the Notes to the Condensed
Consolidated Financial Statements included in Part I, Item 1 of this Quarterly
Report on Form 10-Q, our joint venture agreement to build the factory in Taiwan
requires significant investments. During the three months ended June 30, 2022,
we made payments totaling $4.0 million towards this investment, and currently
expect to make the remaining investment within the next 12 months. We currently
believe our current cash, ongoing cash flows from our operations and funding
available under our borrowings will be adequate to meet our working capital
needs, service our debt, make lease payments, and fund for capital expenditures
to further enhance our manufacturing and logistics infrastructure and our
e-commerce platform for at least the next 12 months. We continue to explore
other options to further expand our liquidity to support the business growth and
enhance shareholder value.

Our ongoing operations and growth strategy may require us to continue to make
investments in our logistics and manufacturing infrastructure and our e-commerce
platform. In addition, we may consider making strategic acquisitions and
investments, which could require significant liquidity. The COVID-19 pandemic
and the rapidly changing macroeconomic and geopolitical dynamics created
significant uncertainty in the global economy and capital markets and
long-lasting disruptions in the global supply chain, which could have
long-lasting adverse effects beyond 2022. We currently believe that our cash on
hand, ongoing cash flows from our operations and funding available under our
borrowings will be adequate to meet our working capital needs, service our debt,
make lease payments, and fund for capital expenditures to further enhance our
manufacturing and logistics infrastructure and our e-commerce platform for at
least the next 12 months.









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Beyond the next 12 months, if we require additional capital resources to grow
our business, either organically or through acquisition, we may seek to sell
additional equity securities, increase use of the Line of Credit, and raise
additional debt. The sale of additional equity securities or certain forms of
debt financing could result in additional dilution to our stockholders. We may
not be able to obtain financing arrangements in amounts or on terms acceptable
to us in the future. In the event we are unable to obtain additional financing
when needed, we may be compelled to delay or curtail our plans to develop our
business, which could have a material adverse effect on our operations, market
position and competitiveness. Notwithstanding the potential liquidity challenges
described above, we expect to meet our long-term liquidity needs with cash flows
from operations and financing arrangements.

Liquidity Position

The following table summarizes total current assets, liabilities and working capital at June 30, 2022 compared to December 31, 2021:



                           June 30, 2022              December 31, 2021          Increase
                                                 (in thousands)
Current assets        $               134,140    $                   102,872    $ 31,268
Current liabilities                    37,413                         30,764         6,649
Working capital       $                96,727    $                    72,108    $ 24,619


As of June 30, 2022, we had a working capital of $96.7 million, as compared to
working capital of $72.1 million at December 31, 2021, representing an increase
of $24.6 million, or 34.1%. The improvement in working capital from December 31,
2021 was driven by an increase of $31.3 million in current assets, including an
increase of $5.7 million in accounts receivable primarily resulting from the
sales growth during the quarter, and an increase in inventory of $27.0 million
due to higher sales volume in the summer months. These improvements were
partially offset by an increase of $6.6 million in current liabilities, mainly
from an increase of $6.1 million in accounts payable and relate party payable
primarily resulting from increased inventory purchase.

For additional information on financing entered into subsequent to June 30, 2022, see Note 17 - Subsequent Events in the Notes to the Condensed Consolidated Financial Statements included in this Quarter Report on Form 10-Q.

Cash Flows



The following table summarizes cash flow for the six months ended June 30, 2022
and 2021:

                                                            Six Months Ended
                                                                June 30,
                                                         2022                   2021
                                                             (in thousands)
Net cash used in operating activities          $                (7,746)    $      (2,687)
Net cash used in investing activities                          (12,351)     

(4,839)


Net cash provided by financing activities                        17,115     

14,760


Net change in cash and cash equivalents        $                (2,982)    

$ 7,234




Cash flows used in operating activities. For the six months ended June 30, 2022,
net cash used in operating activities was $7.7 million, primarily the result of
net income of $15.1 million, adjusted for certain non-cash items totaling $5.8
million, consisting mainly of depreciation and amortization, adjustments to
accounts receivable and inventory reserves, and stock-based compensation
partially offset by the gain on the interest rate swaps. In addition, cash
decreased $28.7 million, primarily as a result of changes in working capital,
which includes an increase of $27.5 million in inventory buildup to accommodate
higher sales volume, an increase of $6.8 million in accounts receivable stemming
from higher sales, and an increase in prepaid expense of $1.7 million, partially
offset by an increase in account payable and accrual expense totaling
$5.4 million, related party payable of $1.2 million, and credit card payable and
customer deposit totaling $0.9 million. For the six months ended June 30, 2021,
net cash provided by operating activities was $2.7 million, primarily as a
result of net income of $12.4 million, adjusted for certain non-cash items of an
aggregate $1.0 million consisting of changes in fair value of interest rate
swaps, gain on









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forgiveness of debt, and depreciation and amortization, partially offset by a decrease in cash of $14.1 million due to changes in working capital.



Cash flows used in investing activities. Net cash used in investing activities
for six months ended June 30, 2022 was $12.4 million, which included the
purchase of manufacturing equipment for our facilities totaling $1.6 million,
deposits paid for additional manufacturing equipment of $7.6 million, and
investment pursuant to the JV Agreement of $4.0 million. Net cash used in
investing activities for six months ended June 30, 2021 was $4.8 million, which
consisted of the purchase of manufacturing equipment for our Texas facility
totaling $1.0 million, deposits paid for additional manufacturing equipment of
$3.0 million, and cash paid of $0.9 million for our acquisition of Pacific Cup.

Cash flows provided by financing activities. Net cash provided by financing
activities for the six months ended June 30, 2022 was $17.1 million, which
included primarily net borrowings of $11.6 million under the Line of Credit, an
additional borrowing under the 2026 Term Loan of $6.9 million, and a borrowing
under the 2027 Term Loan of $20.6 million, partially offset by $21.1 million
term loan repayments, and noncontrolling interest tax withholding payment of
$0.9 million. Net cash provided by financing activities for the six months ended
June 30, 2021 was $14.8 million, which primarily consisted of net proceeds from
issuance of common stock in connection with our initial public offering of
$67.6 million, partially offset by net payments on the Line of Credit of $29.9
million and payments under the term loans of $22.7 million.

Related Party Transactions

For a description of significant related party transactions, see Note 14 - Related Party Transactions in the Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Recent Accounting Pronouncements



Information regarding recent accounting pronouncements is contained in Note 2 -
Summary of Significant Accounting Policies in the Notes to the Consolidated
Financial Statements included in Part I, Item 1 of this Quarterly Report on Form
10-Q.

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