UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16

OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of May 2019

 

Commission file number: 001-38307

 

RETO ECO-SOLUTIONS, INC.

(Registrant's name)

 

c/o Beijing REIT Technology Development Co., Ltd.

24 th Floor, Tower B, 60 Anli Road, Chaoyang District, Beijing

People’s Republic of China 100101

(Address of principal executive office)

 

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒       Form 40-F ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

 

 

 

 

Explanatory Note:

 

On May 14, 2019, ReTo-Eco Solutions, Inc. issued a press release announcing its 2018 audited financial results. A copy of the press release is attached hereto as Exhibit 99.1.

1

 

  EXHIBIT INDEX

 

  Number Description of Exhibit
99.1 Press Release dated May 14, 2019, announcing 2018 audited financial results.

 

2

 

 

SIGNATURES

 

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

 

  RETO ECO-SOLUTIONS, INC.
   
  By: /s/ Hengfang Li
    Hengfang Li
    Chief Executive Officer

 

 

Dated: May 16, 2019

 

3


Exhibit 99.1

 

ReTo Eco-Solutions, Inc. Reports Full Year 2018 Audited Financial Results

BEIJING--(BUSINESS WIRE)--ReTo Eco-Solutions, Inc. (NASDAQ:RETO) (“ReTo” or the “Company”), a manufacturer and distributor of eco-friendly construction materials as well as equipment used for the production of these eco-friendly construction materials, and consultation, design, project implementation and construction of urban ecological environments including those for the purpose of capturing, controlling and reusing rainwater, commonly called “sponge cities”, today announced its audited financial results for the twelve months ended December 31, 2018.

Full Year 2018 Financial Highlights

                   
    For the Twelve Months Ended December 31,  
($ millions, except per share data)   2018     2017     % Change  
Revenues   $ 37.57     $ 35.55       5.7 %
Gross profit   $ 17.20     $ 17.85       -3.7 %
Gross margin     45.8 %     50.a2 %     -4.4 percentage points  
Operating income   $ 7.20     $ 10.25       -29.8 %
Operating margin     19.2 %     28.8 %     -9.6 percentage points  
Net income attributable to RETO   $ 4.48     $ 5.98       -25.1 %
Diluted earnings per share   $ 0.20     $ 0.35       -42.9 %

•    Revenues increased by 5.7% to $37.57 million. The increase in revenues was mainly attributed to sales increases in our machinery and equipment and municipal construction projects business segments, partially offset by sales decreases in our construction materials and technological consulting and other services business segments.
     
  Gross profit decreased by 3.7% to $17.20 million while gross margin decreased by 4.4 percentage points to 45.8% for 2018. The decrease in gross profit was primarily due to the increase in per unit costs related to our construction materials business segment.
     
  Operating income decreased by 29.8% to $7.20 million and operating margin decreased by 9.6 percentage points to 19.2% for 2018. The decrease in operating income was primarily due to the decrease in gross profit and the increases in operating expenses.
     
  Net income attributable to ReTo was $4.48 million, or $0.20 per basic and diluted share, for 2018, compared to $5.98 million, or $0.35 per basic and diluted share, for 2017.

 

1

 

 

Full Year 2018 Financial Results

Revenues

For the year of 2018, total revenues increased by $2.02 million, or 5.7%, to $37.57 million from $35.55 million for 2017. The increase in revenues was attributed to sales increases of machinery and equipment and municipal construction projects business segments, partially offset by sales decreases of construction materials and technological consulting and other services.

 

    For the Twelve Months Ended December 31,  
    2018     2017  
    Revenues
($’000)
    Gross Profit
($’000)
    Gross Margin
(%)
    Revenues
($’000)
    Gross Profit
($’000)
    Gross Margin
(%)
 
Machinery and equipment   $ 17,453     $ 9,403       53.9 %   $ 14,485     $ 7,749       53.5 %
Construction materials     18,806       7,206       38.3 %     19,456       9,087       46.7 %
Municipal construction projects     720       183       25.4 %     250       90       36.0 %
Technological consulting and other services     591       410       69.4 %     1,360       928       68.2 %
Total     37,570       17,202       45.8 %     35,551       17,854       50.2 %

Revenues from our machinery and equipment segment increased by $2.97million, or 20.5%, to $17.45 million for 2018 from $14.49 million for 2017. The increase in revenues from our machinery and equipment segment was due to increased market demand for our products as a result of improved brand awareness following our successful IPO at the end of 2017. We also benefitted from more stringent environmental regulations in China that forced many companies to eliminate outdated equipment and replace it with more environmentally friendly and more advanced machinery and equipment.

 

Revenues from our environmental-friendly construction materials decreased by $0.65 million, or 3.3%, to $18.81 million for 2018 from $19.46 million for 2017. The decrease in revenues from construction materials was related to certain regions that implemented more stringent environmental protection regulations during 2018.

Revenues from municipal construction projects increased by $0.47 million, or 187.6%, to $0.72 million for 2018 from $0.25 million for 2017.

We started to provide environmental-protection related consulting services to customers in the second half of 2016. Our subsidiaries Beijing REIT and Dingxuan provided such services to customers by assisting them in planning the environmental-protection projects, providing market research and feasibility reports review and assisting customers to finalize the design, installation, testing and inspection, as well as providing employee training services. Revenues from technological consulting and other services decreased by $0.77 million, or 56.6%, to $0.59 million for 2018 from $1.36 million for 2017. This decrease resulted from less consulting contacts being obtained in 2018.

Revenues from machinery and equipment, construction materials, municipal construction projects and technological consulting and other services accounted for 46.5%, 50.0%, 1.9% and 1.6%, respectively, of total revenues in 2018, compared to 40.8%, 54.7%, 0.7% and 3.8%, respectively, of total revenues in 2017.

2

 

On a geographical basis, China remained the largest market for the Company and contributed $15.87 million, or 90.9% of total revenues in 2018, compared to $12.24 million, or 84.5% of total revenues in 2017. North Africa was the second largest market and contributed $1.14 million, or 6.5% of total revenues in 2018.

Cost of goods sold

Total cost of goods sold increased by $2.67 million, or 15.1%, to $20.37 million for 2018 from $17.70 million for 2017.  The increase was mainly due to increase in per unit costs related to our construction materials business segment. As a percentage of revenues, total cost of goods sold were 54.2% for 2018, compared to 49.8% for 2017.

 

Costs of goods sold for machinery and equipment, construction materials, municipal construction projects and technological consulting and other services were $8.05 million, $11.60 million, $0.54 million and $0.18 million, respectively, in 2018, compared to $6.74 million, $10.37 million, $0.16 million and $0.43 million, respectively, in 2017.

Gross profit and gross margin

Overall gross profit decreased by $0.65 million, or 3.7%, to $17.20 million for 2018 from $17.85 million for 2017. Gross profits for machinery and equipment, construction materials, municipal construction projects and technological consulting and other services were $9.40 million, $7.21 million, $0.18 million and $0.41 million, respectively, for 2018, compared to $7.75 million, $9.09 million, $0.09 million and $0.93 million, respectively, for 2017.

Overall gross margin was 45.8% for 2018, compared to 50.2% for 2017. Gross margins for machinery and equipment, construction materials, municipal construction projects and technological consulting and other services were 53.9%, 38.3%, 25.4% and 69.4%, respectively, for 2018, compared to 53.5%, 46.7%, 36.0% and 68.2%, respectively, for 2017.

Operating expenses 

Selling expenses increased by $0.13 million, or 7.1%, to $1.99 million for 2018 from $1.85 million for 2017. The increase in selling expenses was mainly due to higher sales commissions and increased marketing expenses in 2018. As a percentage of revenues, selling expenses were 5.3% for 2018, compared to 5.2% for 2017.

General and administrative expenses increased by $1.04 million, or 24.7%, to $5.27 million for 2018 from $4.22 million for 2017. The increase in general and administrative expenses was mainly due to increased salaries and benefits, as well as increased consulting and professional fees. As a percentage of revenues, general and administrative expenses were 14.0% for 2018, compared to 11.9% for 2017.

Bad debt expenses increased by $1.08 million, or 122.7%, to $1.95 million for 2018 from $0.88 million for 2017. As a percentage of revenues, bad debt expenses were 5.2% for 2018, compared to 2.5% for 2017.

3

 

Research and development expenses increased by $0.15 million, or 23.5%, to $0.80 million for 2018 from $0.65 million for 2017. The increase was due to more research and development activities for our environment friendly equipment business segment in 2018. As a percentage of revenues, research and development expenses were 2.1% for 2018, compared to 1.8% for 2017.

As a result, total operating expenses increased by $2.40 million, or 31.6%, to $10.00 million for 2018 from $7.60 million for 2017. As a percentage of revenues, operating expenses were 26.6% for 2018, compared to 21.4% for 2017.

Operating income and operating margin 

Income from operations decreased by $3.05 million, or 29.8%, to $7.20 million for 2018 from $10.25 million for 2017. Operating margin was 19.2% for 2018, compared to 28.8% for 2017.

Other income (expenses) 

Net other expenses were $1.05 million, including interest expense of $1.07 million and other expense of $0.02 million, for 2018. As a comparison, net other expenses were $0.85 million, including interest expense of $1.01 million and other income of $0.16 million, for 2017.

Income before income taxes  

Income before income taxes decreased by $3.26 million, or 34.6%, to $6.15 million for 2018 from $9.41 million for 2017. The decrease was primarily due to a decrease in gross profit and increases in operating expenses as discussed above.

Provision for income taxes

Provision for income taxes was $1.58 million for 2018, compared to $2.76 million for 2017. The effective tax rates were 25.7% and 29.3% for 2018 and 2017, respectively.

Net income and EPS

Net income decreased by $2.08 million, or 31.3%, to $4.57 million for 2018 from $6.65 million for 2017. After deducting for non-controlling interest, net income attributable to RETO was $4.48 million, or $0.20 per basic and diluted share, for 2018, compared to $5.98 million, or $0.35 per basic and diluted share, for 2017.

Financial Conditions

As of December 31, 2018, the Company had cash and cash equivalents, including restricted cash, of $1.56 million, compared to $10.86 million at the end of 2017. Accounts receivable, Advance to suppliers, inventories were $14.73 million, $4.05 million and $4.63 million, respectively, as of December 31, 2018, compared to $18.50 million, $1.85 million and $1.61 million, respectively, at the end of 2017. The company had bank loans totaling $17.44 million as of December 31, 2018, compared to $14.95 million at the end of 2017. Total working capital was $8.84 million as of December 31, 2018, compared to $7.05 million at the end of 2017.

 

Net cash used in operating activities was $0.90 million for 2018, compared to net cash provided by operating activities of $2.53 million for 2017. Net cash used in investing activities was $11.55 million for 2018, compared to $7.37 million for 2017. Net cash provided by financing activities was $3.46 million for 2018, compared to $14.00 million for 2017.

4

 

About Reto Eco-Solutions, Inc.

Founded in 1999 and headquartered in Beijing, ReTo is a manufacturer and distributor of eco-friendly construction materials (aggregates, bricks, pavers and tiles), made from mining waste (iron tailings) and fly-ash, as well as equipment used for the production of these eco-friendly construction materials. The Company also provides a full range of eco-friendly project solutions, including consultation, design, project implementation and construction, relating to all stages of sponge-city projects for customers. The Company’s clients are located in mainland China, and internationally, including Canada, the United States, Mongolia, Middle East, India, South Asia, North Africa, Maldives and Brazil.

Forward-Looking Statements

This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as "may," "will," "intend," "should," "believe," "expect," "anticipate," "project," "estimate" or similar expressions that do not relate solely to historical matters, it is making forward-looking statements.  Specifically, the Company's statements regarding its business outlook are forward-looking statements.  Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company's expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the following:  the Company's goals and strategies; the Company's future business development; product and service demand and acceptance; changes in technology; economic conditions; the growth of the call center business process outsourcing market in China; reputation and brand; the impact of competition and pricing; government regulations; fluctuations in general economic and business conditions in China and assumptions underlying or related to any of the foregoing and other risks contained in reports filed by the Company with the Securities and Exchange Commission.  For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company's filings with the U.S. Securities and Exchange Commission, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

For more information, please contact:

At the Company:

Email: ir@retoeco.com

 

Investor Relations:

Tony Tian, CFA
Weitian Group LLC
Email: tttian@weitianco.com

Phone: +1-732-910-9692

5

 

 

RETO ECO-SOLUTIONS INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

    December 31,     December 31,  
    2018     2017  
ASSETS            
Current Assets:            
Cash and cash equivalents   $ 1,477,873     $ 10,863,040  
Restricted cash     85,293       -  
Accounts receivable, net - third parties     14,725,074       18,503,286  
Accounts receivable, net - related party     450,473       -  
Advances to suppliers, net - third parties     4,049,568       1,847,637  
Advances to suppliers, net - related party     947,557       -  
Inventories     4,630,312       1,611,836  
Prepaid expenses and other current assets     974,802       774,665  
Acquisition deposit     2,181,000       -  
Total Current Assets     29,521,952       33,600,464  
                 
Property, plant and equipment, net     41,382,223       39,833,280  
Intangible assets, net     6,841,513       7,401,550  
Prepayment for construction of properties     3,707,700       -  
Deferred tax assets     551,534       296,535  
Total Assets   $ 82,004,922     $ 81,131,829  
                 
LIABILITIES AND EQUITY                
                 
Current Liabilities:                
Short term loans, net   $ 8,858,457     $ 7,540,381  
Long term bank loans - current portion     436,200       4,460,524  
Advances from customers     3,565,066       7,078,609  
Deferred revenue     473,358       520,872  
Accounts payable - third parties     1,815,496       2,506,484  
Accounts payable - related party     557,584       -  
Accrued and other liabilities     1,449,669       716,960  
Taxes payable     2,964,524       3,352,512  
Due to related parties     561,313       375,697  
Total Current Liabilities     20,681,667       26,552,039  
                 
Long term bank loans     8,142,400       2,951,040  
Total Liabilities     28,824,067       29,503,079  
                 
Commitments and Contingencies                
                 
Equity:                
Common Stock, $0.001 par value, 200,000,000 shares authorized, 22,760,000 shares issued and outstanding as of December 31, 2018 and 2017     22,760       22,760  
Additional paid-in capital     42,278,252       42,278,252  
Statutory reserve     2,632,797       1,989,475  
Accumulated earnings     9,084,246       5,246,950  
Accumulated other comprehensive loss     (3,105,185 )     (216,414 )
Total RETO Eco Solutions Inc. Stockholders’ Equity     50,912,870       49,321,023  
                 
Noncontrolling interest     2,267,985       2,307,727  
Total Equity     53,180,855       51,628,750  
                 
Total Liabilities and Equity   $ 82,004,922     $ 81,131,829  

 

 

6

 

 

RETO ECO-SOLUTIONS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

 

   

For the Years ended

December 31,

 
    2018     2017     2016  
                   
Revenues   $ 37,569,862     $ 35,551,016     $ 32,424,269  
Cost of goods sold     20,368,339       17,697,286       18,371,228  
Gross Profit     17,201,523       17,853,730       14,053,041  
                         
Operating Expenses                        
Selling expenses     1,985,706       1,853,705       1,580,825  
General and administrative expenses     5,265,599       4,222,601       2,677,800  
Bad debt expense     1,952,646       876,942       1,101,698  
Research and development expenses     799,604       647,754       503,688  
Total Operating Expenses     10,003,555       7,600,902       5,864,011  
                         
Income from Operations     7,197,968       10,252,828       8,189,030  
                         
Other Expense:                        
Interest expense     (1,065,287 )     (1,012,960 )     (1,450,389 )
Other income (expense)     15,456       (166,997 )     (283,205 )
Total Other Expense, net     (1,049,831 )     (845,963 )     (1,733,594 )
                         
Income Before Income Taxes     6,148,137       9,406,865       6,455,436  
                         
Provision for Income Taxes     1,580,455       2,760,080       1,952,356  
                         
Net Income     4,567,682       6,646,785       4,503,080  
Less: net income attributable to noncontrolling interest     87,064       668,396       399,559  
Net income attributable to ReTo Eco-Solutions, Inc.   $ 4,480,618     $ 5,978,389     $ 4,103,521  
                         
Net Income   $ 4,567,682     $ 6,646,785     $ 4,503,080  
Other Comprehensive Income (loss):                        
Foreign currency translation income (loss)     (3,015,577 )     2,109,103       (1,699,975 )
Comprehensive Income     1,552,105       8,755,888       2,803,105  
Less: comprehensive income (loss) attributable to noncontrolling interest     (39,742 )     1,265,817       (26,394 )
Comprehensive income attributable to ReTo Eco-Solutions, Inc.   $ 1,591,847     $ 7,490,071     $ 2,829,499  
                         
Earnings per share                        
Basic and diluted   $ 0.20     $ 0.35     $ 0.25  
                         
Weighted average number of shares                        
Basic and diluted     22,760,000       19,130,137       18,043,836  
                         

 

7

 

RETO ECO-SOLUTIONS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

    For the Years ended
December 31,
 
    2018     2017     2016  
CASH FLOWS FROM OPERATING ACTIVITIES                  
Net income   $ 4,567,682     $ 6,646,785     $ 4,503,080  
Adjustments to reconcile net income to net cash (used in) provided by operating activities:                        
Deferred tax benefit     (282,010 )     (194,045 )     (44,685 )
Depreciation and amortization     1,734,255       1,566,739       1,361,260  
Bad debt provisions     1,952,646       876,924       1,101,698  
Changes in operating assets:                        
Accounts receivable - third parties     1,338,352       (3,174,381 )     (7,451,292 )
Accounts receivable - related party     (468,752 )     -       -  
Advances to suppliers - third parties     (2,775,574 )     198,355       (1,761,639 )
Advances to suppliers - related party     (986,006 )     -       -  
Inventories     (3,220,965 )     (207,182 )     745,161  
Prepaid expenses and other current assets     (42,477 )     (320,500 )     6,281  
Changes in operating liabilities:                        
Advances from customers     (3,226,669 )     (1,328,663 )     3,028,340  
Deferred revenue     (20,173 )     (19,733 )     (20,067 )
Accounts payable - third parties     (578,181 )     (2,113,907 )     231,012  
Accounts payable - related party     557,584       -       -  
Billings in excess of costs and estimated earnings     -       -       (174,038 )
Taxes payable     (214,627 )     853,072       2,078,982  
Accrued and other liabilities     801,212       (248,546 )     333,863  
Net cash provided by (used in) operating activities     (903,883 )     2,534,918       3,937,956  
                         
CASH FLOWS FROM INVESTING ACTIVITIES                        
Addition of property, equipment and construction in progress     (5,417,535 )     (4,639,003 )     (9,372,067 )
Purchase of intangible assets     -       -       (1,681,870 )
Deposit made for acquisition     (2,269,500 )     -       (565,000 )
Advance payment for construction of properties     (3,858,150 )     -       -  
Acquisition of minority interest     -       (2,735,000 )     -  
Collection on project deposit     -       -       2,317,700  
Net cash used in investing activities     (11,545,185 )     (7,374,003 )     (9,301,237 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES                        
Proceeds from short-term loans     10,182,490       9,767,793       7,597,297  
Repayment of short-term loans     (8,790,530 )     (8,244,905 )     (6,772,500 )
Deferred financing costs paid             -       (98,774 )
Proceeds from long-term bank loans     9,304,950       -       752,500  
Repayment of long-term bank loans     (7,454,248 )     (3,799,654 )     (1,962,331 )
Repayment of bank notes, net     -       (739,984 )     -  
Proceeds received from stock issuance for reorganization     -       -       4,457,500  
Payments to original shareholders of Beijing REIT     -       -       (3,466,260 )
Proceeds from investor loan     -       -       3,200,000  
Gross proceeds from Initial Public Offering – stock issuance     -       16,100,000       -  
Direct costs disbursed from Initial Public Offering proceeds     -       (1,829,806 )     -  
Proceeds from private placement sale of stock     -       3,600,000       -  
Proceeds from (repayment of) related party loans, net     213,454       (854,401 )     817,495  
Capital contribution from noncontrolling shareholders     -       -       2,218,617  
Net cash provided by financing activities     3,456,116       13,999,046       6,743,544  
                         
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND RESTRICTED CASH     (306,922 )     (121,912 )     (241,896 )
                         
NET INCREASE (DECREASE) IN CASH AND RESTRICTED CASH     (9,299,874 )     9,038,046       1,138,367  
                         
CASH AND RESTRICTED CASH, BEGINNING OF YEAR     10,863,040       1,824,994       686,627  
                         
CASH AND RESTRICTED CASH, END OF YEAR   $ 1,563,166     $ 10,863,040     $ 1,824,994  
                         
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                        
Interest paid   $ 1,012,174     $ 997,948     $ 1,430,901  
Income tax paid   $ 1,895,202     $ 1,903,343     $ 719,479  
                         
Non-Cash Financing Activities                        
Conversion of investor loan to equity   $ -     $ -     $ 3,200,000  

 

 

8