Part I. Financial Information [Item 1. Consolidated Financial Statements](index=2&type=section&id=Item%201.%20Consolidated%20Financial%20Statements) The company presents its unaudited condensed consolidated financial statements for the period ended March 31, 2024 [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased while liabilities decreased, significantly reducing the stockholders' deficit Balance Sheet Summary (March 31, 2024 vs. December 31, 2023) | Metric | March 31, 2024 (Unaudited) | December 31, 2023 | | :-------------------------------- | :------------------------- | :------------------ | | Total Assets | $54,692,062 | $48,655,201 | | Total Liabilities | $55,277,300 | $64,543,029 | | Total Stockholders' Deficit | $(585,238) | $(15,887,828) | - Key asset changes were driven by a **$2,390,469 increase in cash** and a **$7,000,000 increase in short-term investments**[20](index=20&type=chunk) - Key liability and equity changes include a **$7,007,875 decrease in total current liabilities** and a **$34,777,087 increase in additional paid-in capital**[23](index=23&type=chunk)[24](index=24&type=chunk) [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The company reported a significant net loss of $(19.27) million, driven by lower revenues and a large stock-based compensation expense Consolidated Statements of Operations (Three Months Ended March 31) | Metric | 2024 (Unaudited) | 2023 (Unaudited) | Change (YoY) | | :---------------------------------------------------------------- | :----------------- | :----------------- | :----------------- | | Revenues | $5,764,074 | $12,868,478 | -$7,104,404 | | Cost of revenues | $6,228,481 | $10,796,141 | -$4,567,660 | | Gross profit (loss) | $(464,407) | $2,072,337 | -$2,536,744 | | Total operating expense | $18,416,332 | $1,545,126 | +$16,871,206 | | Operating income (loss) | $(18,880,739) | $527,211 | -$19,407,950 | | Income (loss) before income taxes | $(19,266,986) | $541,527 | -$19,808,513 | | Net income (loss) | $(19,271,787) | $742,815 | -$20,014,602 | | Basic Net income (loss) per share | $(0.46) | $0.02 | -$0.48 | | Diluted Net income (loss) per share | $(0.46) | $0.02 | -$0.48 | - The net loss was heavily impacted by a **$17,210,287 stock-based compensation expense** in Q1 2024, allocated to cost of revenues and G&A expenses[26](index=26&type=chunk) [Condensed Consolidated Statements of Comprehensive Income (Loss)](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)) The total comprehensive loss was $(19.48) million, driven by the net loss and negative foreign currency translation adjustments Consolidated Statements of Comprehensive Income (Loss) (Three Months Ended March 31) | Metric | 2024 (Unaudited) | 2023 (Unaudited) | Change (YoY) | | :-------------------------------- | :----------------- | :----------------- | :----------------- | | Net income (loss) | $(19,271,787) | $742,815 | -$20,014,602 | | Foreign currency translation adjustments | $(207,957) | $221,007 | -$428,964 | | Total comprehensive income (loss) | $(19,479,744) | $963,822 | -$20,443,566 | [Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit)](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity%20(Deficit)) The stockholders' deficit improved significantly due to IPO proceeds and stock-based compensation, which offset the net loss Stockholders' Deficit Changes (Three Months Ended March 31, 2024) | Item | Amount | | :-------------------------------- | :----------------- | | Balance at December 31, 2023 | $(15,887,828) | | Stock-based compensation | $17,210,288 | | Shares issued for warrants exercised | $0 (net effect) | | Initial public offering | $18,577,037 | | Public offering costs previously capitalized | $(1,004,991) | | Net income (loss) | $(19,271,787) | | Currency translation adjustments | $(207,957) | | Balance at March 31, 2024 | $(585,238) | - The improvement in equity was primarily driven by **$18,577,037 in net proceeds from the IPO** and **$17,210,288 in recognized stock-based compensation**[31](index=31&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) A net cash outflow from operations was offset by substantial financing inflows from the IPO, resulting in a net cash increase Consolidated Statements of Cash Flows (Three Months Ended March 31) | Activity | 2024 (Unaudited) | 2023 (Unaudited) | Change (YoY) | | :---------------------------------------- | :----------------- | :----------------- | :----------------- | | Net cash provided by (used in) operating activities | $(6,400,294) | $2,363,971 | -$8,764,265 | | Net cash provided by (used in) investing activities | $(6,985,527) | $22,174 | -$7,007,701 | | Net cash provided by (used in) financing activities | $15,572,815 | $2,038,307 | +$13,534,508 | | Net increase (decrease) in cash, cash equivalents, and restricted cash | $2,392,475 | $4,363,304 | -$1,970,829 | | Cash, cash equivalents, and restricted cash, end of period | $5,286,291 | $8,532,255 | -$3,245,964 | - Financing activities were bolstered by **$18,577,037 in net proceeds from the initial public offering**[37](index=37&type=chunk) - Significant operating cash flow adjustments included the **$(19,271,787) net loss**, offset by **$17,210,288 in non-cash stock-based compensation**[35](index=35&type=chunk)[36](index=36&type=chunk)[282](index=282&type=chunk) [Notes to Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) [1. Description of Business](index=7&type=section&id=1.%20Description%20of%20Business) The company operates in the U.S. and China solar energy markets and completed an IPO raising $18.6 million in net proceeds - The company operates through two segments: **U.S. Operations** (solar/battery system sales and financing) and **China Operations** (solar farm project resale and EPC services)[41](index=41&type=chunk)[42](index=42&type=chunk)[246](index=246&type=chunk)[247](index=247&type=chunk) - The company completed an IPO in February/March 2024, selling over 5 million shares and raising **approximately $18.6 million in net proceeds**[43](index=43&type=chunk)[44](index=44&type=chunk)[243](index=243&type=chunk) [2. Basis of Presentation and Summary of Significant Accounting Policies](index=8&type=section&id=2.%20Basis%20of%20Presentation%20and%20Summary%20of%20Significant%20Accounting%20Policies) Financials are prepared under U.S. GAAP, with substantial doubt about going concern due to losses and debt - The company's ability to continue as a going concern is uncertain due to historical losses and a **working capital deficit of approximately $9.1 million**[53](index=53&type=chunk)[54](index=54&type=chunk)[55](index=55&type=chunk)[56](index=56&type=chunk) - Key accounting estimates include revenue recognition, collectability of receivables, asset impairment, and **fair value of stock-based compensation**[52](index=52&type=chunk) [3. Cash, Cash Equivalents and Restricted Cash](index=18&type=section&id=3.%20Cash,%20Cash%20Equivalents%20and%20Restricted%20Cash) Total cash and restricted cash increased to $5.29 million, with the majority held in the U.S. segment Cash and Restricted Cash Balances (March 31, 2024 vs. December 31, 2023) | Category | March 31, 2024 | December 31, 2023 | | :-------------------------------- | :--------------- | :---------------- | | Total cash and cash equivalents & restricted cash | $5,286,291 | $2,893,816 | | Cash and cash equivalents | $4,929,781 | $2,539,312 | | Restricted cash | $356,510 | $354,504 | Cash Breakdown by Segment (March 31, 2024) | Segment | Insured Cash | Uninsured Cash | Total | | :------------ | :----------- | :------------- | :---------- | | US Segment | $722,937 | $4,214,360 | $4,937,297 | | China Segment | $241,526 | $107,467 | $348,993 | - Restricted cash is held as collateral for ACH transactions and business credit cards[58](index=58&type=chunk)[59](index=59&type=chunk) [4. Accounts Receivable, net](index=19&type=section&id=4.%20Accounts%20Receivable,%20net) The allowance for credit losses for accounts receivable remained minimal at $4,286 Allowance for Credit Losses Activity (Three Months Ended March 31) | Metric | 2024 (Unaudited) | 2023 (Unaudited) | | :-------------------------- | :--------------- | :--------------- | | Balance – beginning of period | $4,598 | $1,185,046 | | Provision for bad debts | $(312) | $35,187 | | Recoveries | $- | $(1,182,254) | | Balance – end of period | $4,286 | $43,085 | [5. Short-term investments](index=19&type=section&id=5.%20Short-term%20investments) The company invested $7.0 million in short-term 8% promissory notes due in June 2024 - In March 2024, the company invested **$7,000,000** in 8% promissory notes from an unrelated party, maturing on June 1, 2024[153](index=153&type=chunk) [6. Customer Loans Receivable](index=19&type=section&id=6.%20Customer%20Loans%20Receivable) Net customer loans receivable decreased to $5.84 million, with the portfolio primarily consisting of prime-rated loans Customer Loans Receivable, Net (March 31, 2024 vs. December 31, 2023) | Metric | March 31, 2024 | December 31, 2023 | | :-------------------------- | :--------------- | :---------------- | | Customer loans receivable, gross | $6,168,886 | $6,794,656 | | Less: unamortized loan discounts | $(572) | $(2,332) | | Allowance for loan losses | $(328,308) | $(256,808) | | Customer loans receivable, net | $5,840,006 | $6,535,516 | Customer Loan Portfolio by Credit Rating (March 31, 2024) | Credit Rating | Total Gross Amount | Percentage | | :-------------------------------- | :----------------- | :--------- | | Prime (FICO ≥ 680) | $5,306,369 | 86% | | Near-prime (FICO 620-679) | $635,467 | 10% | | Sub-prime (FICO < 620) | $155,722 | 3% | | Business entity (FICO not available) | $71,328 | 1% | Allowance for Loan Losses Activity (Three Months Ended March 31) | Metric | 2024 (Unaudited) | 2023 (Unaudited) | | :-------------------------- | :--------------- | :--------------- | | Balance – beginning of period | $256,808 | $288,457 | | Provision for loan losses | $61,298 | $106,862 | | Chargeoffs and adjustments | $10,202 | $23,308 | | Balance – end of period | $328,308 | $418,627 | [7. Inventories, net](index=20&type=section&id=7.%20Inventories,%20net) Net inventories decreased to $1.25 million, with a slight increase in the reserve for obsolete items Inventories, Net (March 31, 2024 vs. December 31, 2023) | Metric | March 31, 2024 | December 31, 2023 | | :-------------------------------- | :--------------- | :---------------- | | Total inventories, gross | $1,879,697 | $1,937,764 | | Less: reserve for excess and obsolete inventories | $(631,250) | $(596,367) | | Total inventories, net | $1,248,447 | $1,341,397 | Reserve for Excess and Obsolete Inventories Activity (Three Months Ended March 31) | Metric | 2024 (Unaudited) | 2023 (Unaudited) | | :---------------------------------------- | :--------------- | :--------------- | | Balance – beginning of period | $596,367 | $485,504 | | Provision for excess and obsolete inventories | $34,883 | $108,378 | | Balance – end of period | $631,250 | $593,882 | [8. Other Receivables and Current Assets, Net](index=21&type=section&id=8.%20Other%20Receivables%20and%20Current%20Assets,%20Net) Other receivables and current assets decreased to $4.77 million as capitalized offering costs were expensed Components of Other Receivables and Current Assets (March 31, 2024 vs. December 31, 2023) | Component | March 31, 2024 | December 31, 2023 | | :-------------------------------- | :--------------- | :---------------- | | Receivable from Seller (Uonone Group) | $427,631 | $436,698 | | Deferred project costs | $1,383,040 | $1,603,355 | | Prepaid expenses and other current assets | $1,183,574 | $852,534 | | Advances to suppliers | $1,169,950 | $1,300,009 | | Accrued interest on customer loans receivable | $603,478 | $522,837 | | Capitalized offering costs | $- | $658,564 | | Total other receivables and current assets | $4,767,673 | $5,373,997 | [9. Property and Equipment](index=21&type=section&id=9.%20Property%20and%20Equipment) Net property and equipment decreased slightly to $267,441 due to depreciation Property and Equipment, Net (March 31, 2024 vs. December 31, 2023) | Metric | March 31, 2024 | December 31, 2023 | | :-------------------------------- | :--------------- | :---------------- | | Total property and equipment, gross | $6,254,999 | $6,375,603 | | Less: accumulated depreciation and amortization | $(5,987,558) | $(6,084,187) | | Total property and equipment, net | $267,441 | $291,416 | - Depreciation expense for Q1 2024 was **approximately $24,000**, compared to $51,000 in Q1 2023[166](index=166&type=chunk) [10. Goodwill](index=21&type=section&id=10.%20Goodwill) Goodwill decreased to $7.43 million due to exchange rate fluctuations, with no impairment recognized Goodwill Activity (March 31, 2024 vs. December 31, 2023) | Metric | March 31, 2024 | December 31, 2023 | | :-------------------------- | :--------------- | :---------------- | | Balance – beginning of period | $7,584,779 | $7,774,472 | | Effect of exchange rate | $(156,760) | $(189,693) | | Balance – end of period | $7,428,019 | $7,584,779 | - **No impairment loss** was recognized for the three months ended March 31, 2024 and 2023[74](index=74&type=chunk) [11. Investments in Unconsolidated Solar Project Companies](index=22&type=section&id=11.%20Investments%20in%20Unconsolidated%20Solar%20Project%20Companies) The investment balance in PRC solar projects decreased to $9.56 million due to negative exchange rate effects Investment Balance Activity (Three Months Ended March 31, 2024) | Investee | Balance at Dec 31, 2023 | Share of Investee's Net Income | Effect of Exchange Rate | Balance at Mar 31, 2024 | | :------------- | :---------------------- | :----------------------------- | :---------------------- | :---------------------- | | Yilong 2 | $4,213,276 | $25,366 | $(87,302) | $4,151,340 | | Xingren | $2,031,774 | $9,081 | $(42,072) | $1,998,783 | | Ancha | $3,453,258 | $25,716 | $(71,597) | $3,407,377 | | Total | $9,698,308 | $60,163 | $(200,971) | $9,557,500 | Combined Financial Summary of Project Companies (Three Months Ended March 31) | Metric | 2024 (Unaudited) | 2023 (Unaudited) | | :----------- | :--------------- | :--------------- | | Revenue | $2,055,078 | $2,275,014 | | Gross profit | $736,630 | $864,846 | | Net income | $200,545 | $226,341 | [12. Financing Arrangements](index=23&type=section&id=12.%20Financing%20Arrangements) Total borrowings decreased to $33.61 million following a $3.0 million principal payment on convertible notes Total Borrowings (March 31, 2024 vs. December 31, 2023) | Type of Borrowing | March 31, 2024 | December 31, 2023 | | :---------------------------------------------------------------- | :--------------- | :---------------- | | Unsecured loan from unrelated party | $2,000,000 | $2,000,000 | | Secured convertible notes payable | $15,250,000 | $16,250,000 | | EB-5 loans | $15,000,000 | $17,000,000 | | Notes payable from SMX Property (related party) | $1,358,658 | $1,358,658 | | Total | $33,608,658 | $36,608,658 | Principal Maturities for Financing Arrangements (as of March 31, 2024) | Year Ending December 31, | Total Amount | | :----------------------- | :------------- | | 2024 (remainder of) | $16,938,658 | | 2025 | $8,390,000 | | 2026 | $6,390,000 | | 2027 | $990,000 | | 2028 | $500,000 | | Thereafter | $400,000 | | **Total** | **$33,608,658** | - Total interest expense for Q1 2024 was **approximately $384,000** on loans with a weighted average interest rate of 3.9%[186](index=186&type=chunk) [13. Accrued Expenses and Other Payables](index=25&type=section&id=13.%20Accrued%20Expenses%20and%20Other%20Payables) Accrued expenses decreased to $12.95 million, partly due to the settlement of compensation with a former executive Accrued Expenses and Other Payables (March 31, 2024 vs. December 31, 2023) | Component | March 31, 2024 | December 31, 2023 | | :-------------------------------- | :--------------- | :---------------- | | Customer deposits | $269,169 | $384,232 | | Accrued operating and project payables | $4,804,783 | $7,460,887 | | Payable to Uonone | $2,498,726 | $2,551,458 | | Accrued compensation expenses | $1,700,291 | $2,387,574 | | Accrued warranty expense | $243,372 | $248,508 | | Total accrued expenses and other payables | $12,947,272 | $16,480,896 | Warranty Liability Activity (Three Months Ended March 31) | Metric | 2024 (Unaudited) | 2023 (Unaudited) | | :-------------------------- | :--------------- | :--------------- | | Balance – beginning of period | $2,174,488 | $2,411,637 | | Provision for warranty liability | $61,466 | $152,231 | | Expenditures and adjustments | $(143,120) | $(29,006) | | Balance – end of period | $2,087,698 | $2,543,614 | - A former executive vice president was paid **approximately $883,000** in Q1 2024, settling all compensation obligations[191](index=191&type=chunk)[213](index=213&type=chunk) [14. Third-party Leasing Arrangement and Concentrations](index=26&type=section&id=14.%20Third-party%20Leasing%20Arrangement%20and%20Concentrations) The company had no significant customer concentration, but one supplier accounted for 16% of purchases in Q1 2024 - **No single customer** accounted for 10% or more of revenues for the three months ended March 31, 2024 and 2023[196](index=196&type=chunk) - **One U.S. supplier** accounted for 16% ($2,066,948) of purchases in Q1 2024[197](index=197&type=chunk) [15. Acquisition Contingencies and Other Payable to Uonone Group](index=26&type=section&id=15.%20Acquisition%20Contingencies%20and%20Other%20Payable%20to%20Uonone%20Group) The payable to Uonone Group decreased to $2.5 million (RMB 18.0 million) - The payable to Uonone Group was **approximately RMB 18.0 million ($2.5 million)** at March 31, 2024, down from RMB 19.4 million[202](index=202&type=chunk)[201](index=201&type=chunk) [16. Related Party Transactions](index=26&type=section&id=16.%20Related%20Party%20Transactions) This section references other notes for details on related party lease transactions - Details on related party transactions are provided in other notes of the financial statements[203](index=203&type=chunk) [17. Commitments and Contingencies](index=27&type=section&id=17.%20Commitments%20and%20Contingencies) The company terminated a related party lease, resulting in a gain, and has future lease commitments of $5.21 million Operating Lease Commitments (as of March 31, 2024) | Year Ending December 31, | Total | | :----------------------- | :---------- | | 2024 (remainder of) | $1,715,941 | | 2025 | $1,725,564 | | 2026 | $1,768,488 | | Thereafter | $- | | **Total** | **$5,209,993** | Operating Lease Cost, Net (Three Months Ended March 31) | Metric | 2024 (Unaudited) | 2023 (Unaudited) | | :-------------------- | :--------------- | :--------------- | | Operating lease cost, net | $216,637 | $933,014 | - The company terminated its lease with Fallow Field, LLC (a related party), resulting in a **gain on lease termination of approximately $77,000**[205](index=205&type=chunk) [18. Stockholders' Equity](index=28&type=section&id=18.%20Stockholders'%20Equity) The IPO triggered the vesting of all performance-based stock options, resulting in a $17.2 million compensation expense - The 2016 Long-Term Incentive Plan was amended to increase the maximum shares to **15,120,000**[215](index=215&type=chunk) - Restricted stock grants became non-forfeitable upon the IPO and will vest six months later[216](index=216&type=chunk)[217](index=217&type=chunk)[219](index=219&type=chunk)[221](index=221&type=chunk) - All performance-based stock options vested upon the IPO, resulting in a **$17.2 million non-cash compensation cost** recognized in Q1 2024[227](index=227&type=chunk)[225](index=225&type=chunk) [19. Income Taxes](index=30&type=section&id=19.%20Income%20Taxes) The company's effective tax rate was (0.2)% in Q1 2024, with a full valuation allowance against U.S. deferred tax assets Income (Loss) Before Income Taxes by Segment (Three Months Ended March 31) | Segment | 2024 (Unaudited) | 2023 (Unaudited) | | :-------------------- | :--------------- | :--------------- | | Domestic (U.S. Segment) | $(19,088,377) | $(308,924) | | Foreign (PRC Segment) | $(178,609) | $850,451 | | Total | $(19,266,986) | $541,527 | - The effective tax rate for Q1 2024 was **(0.2)%**, varying from the statutory rate primarily due to losses not benefited for tax purposes[228](index=228&type=chunk)[231](index=231&type=chunk) - A **full valuation allowance** is maintained against U.S. deferred tax assets due to historical net losses[232](index=232&type=chunk) [20. Net Income (Loss) Per Share](index=31&type=section&id=20.%20Net%20Income%20(Loss)%20Per%20Share) Basic and diluted net loss per share was $(0.46) for Q1 2024, a sharp decline from a net income per share of $0.02 in Q1 2023 Net Income (Loss) Per Share Calculation (Three Months Ended March 31) | Metric | 2024 (Unaudited) | 2023 (Unaudited) | | :------------------------------------------------ | :--------------- | :--------------- | | Net income (loss) | $(19,271,787) | $742,815 | | Weighted average shares (basic) | 41,461,502 | 39,735,536 | | Weighted average shares (diluted) | 41,461,502 | 44,533,059 | | Basic net income (loss) per share | $(0.46) | $0.02 | | Diluted net income (loss) per share | $(0.46) | $0.02 | - For Q1 2024, potentially dilutive securities were excluded from the diluted EPS calculation as their effect would be **anti-dilutive**[135](index=135&type=chunk) [21. Segment Reporting](index=31&type=section&id=21.%20Segment%20Reporting) All revenue in Q1 2024 was generated by the U.S. segment, which reported a significant operating loss Segment Revenue (Three Months Ended March 31) | Segment | 2024 (Unaudited) | 2023 (Unaudited) | | :------------ | :--------------- | :--------------- | | US Segment | $5,764,074 | $12,868,478 | | PRC Segment | $- | $- | | **Total** | **$5,764,074** | **$12,868,478** | Segment Net Income (Loss) (Three Months Ended March 31) | Segment | 2024 (Unaudited) | 2023 (Unaudited) | | :------------ | :--------------- | :--------------- | | US Segment | $(19,094,377) | $(314,924) | | PRC Segment | $(177,410) | $1,057,739 | | **Total** | **$(19,271,787)** | **$742,815** | Total Reportable Assets by Segment (as of March 31, 2024 vs. December 31, 2023) | Segment | March 31, 2024 | December 31, 2023 | | :------------ | :--------------- | :---------------- | | US Segment | $28,454,363 | $21,727,209 | | PRC Segment | $26,237,699 | $26,927,992 | | **Total** | **$54,692,062** | **$48,655,201** | [22. Subsequent Events](index=32&type=section&id=22.%20Subsequent%20Events) The company issued $1.5 million in new convertible notes and redeemed a $500,000 note for $350,000 cash - The company issued **$1.5 million in convertible notes**, reducing related party notes by the same amount[240](index=240&type=chunk) - A convertible note with a **$500,000 principal balance was redeemed for a cash payment of $350,000**[240](index=240&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the impact of its IPO, a one-time stock compensation expense, and market challenges on its financial results [Initial Public Offering](index=33&type=section&id=Initial%20Public%20Offering) The company completed its IPO in February 2024, raising approximately $18.6 million in net proceeds - The IPO consisted of **4,500,000 shares at $4.00 per share**, plus an over-allotment, yielding net proceeds of approximately **$18.6 million**[243](index=243&type=chunk) - Proceeds are intended for working capital and other corporate purposes, including debt payment[243](index=243&type=chunk) [Elimination of Forfeiture Provisions of Options upon Initial Public Offering](index=33&type=section&id=Elimination%20of%20Forfeiture%20Provisions%20of%20Options%20upon%20Initial%20Public%20Offering) The IPO triggered the vesting of stock options, resulting in a one-time, non-cash compensation expense of $17.2 million - Options to purchase **5,898,137 shares** became non-forfeitable upon the IPO[244](index=244&type=chunk) - This event triggered a **$17.2 million non-cash stock-based compensation expense**, which was the major driver of the Q1 2024 net loss[244](index=244&type=chunk) [Overview](index=33&type=section&id=Overview) The company operates integrated solar energy businesses in the U.S. and China, though the China segment is currently inactive - Business segments include **U.S. operations** (residential/commercial solar and LED systems) and **China operations** (solar farm EPC services)[245](index=245&type=chunk)[246](index=246&type=chunk)[247](index=247&type=chunk) - The China segment has **generated no revenue since June 2021** and has no current projects under contract[247](index=247&type=chunk) [Effects of NEM 3.0](index=33&type=section&id=Effects%20of%20NEM%203.0) California's NEM 3.0 policy has reduced demand for residential solar, leading to layoffs and potential margin pressure - NEM 3.0 caused a **75% reduction in solar export rates**, increasing the payback period for home solar systems[249](index=249&type=chunk) - In response to slowing demand, the company **laid off approximately 25% of its residential solar design and installation team** in January 2024[250](index=250&type=chunk) [Inflation and Supply Chain Issues](index=33&type=section&id=Inflation%20and%20Supply%20Chain%20Issues) Inflationary pressures on materials and labor are impacting gross margins, despite increased demand from higher utility prices - The cost of revenue per watt for solar systems **increased approximately 27%** in Q1 2024 year-over-year due to inflation[251](index=251&type=chunk)[252](index=252&type=chunk)[254](index=254&type=chunk) - Gross margin from U.S. operations **decreased from 16.1% in Q1 2023 to 13.9% in Q1 2024**[253](index=253&type=chunk)[254](index=254&type=chunk) - Mitigation strategies include cutting overhead, raising prices, maintaining inventory, and utilizing IPO proceeds[256](index=256&type=chunk) [Results of Operations](index=34&type=section&id=Results%20of%20Operations) Revenues decreased 55% to $5.8 million, leading to a net loss of $(19.3) million driven by a large non-cash expense Revenue Breakdown (Three Months Ended March 31) | Revenue Source | 2024 (Dollars) | 2024 (%) | 2023 (Dollars) | 2023 (%) | Change (YoY) | | :-------------------- | :------------- | :------- | :------------- | :------- | :----------- | | Solar energy sales (US) | $4,644 | 80.5% | $12,050 | 93.6% | -$7,406 | | LED sales (US) | $1,018 | 17.7% | $667 | 5.2% | +$351 | | Financing (US) | $102 | 1.8% | $151 | 1.2% | -$49 | | **Total Revenues** | **$5,764** | **100.0%** | **$12,868** | **100.0%** | **-$7,104** | Gross Profit and Operating Expenses (Three Months Ended March 31) | Metric | 2024 (Dollars) | 2024 (%) | 2023 (Dollars) | 2023 (%) | Change (YoY) | | :-------------------------------- | :------------- | :------- | :------------- | :------- | :----------- | | Gross profit (loss) | $(465) | (8.1)% | $2,072 | 16.1% | -$2,537 | | Sales and marketing (US) | $165 | 2.9% | $250 | 1.9% | -$85 | | General and administrative (US) | $17,999 | 312.2% | $2,049 | 15.9% | +$15,950 | | General and administrative (China) | $252 | 4.4% | $(754) | (5.9)% | +$1,006 | | **Total operating expenses** | **$18,416** | **319.5%** | **$1,545** | **12.0%** | **+$16,871** | - The consolidated net loss of **$19.3 million** was primarily driven by a **$17.2 million one-time non-cash stock-based compensation expense**[260](index=260&type=chunk)[269](index=269&type=chunk)[278](index=278&type=chunk) [Liquidity and Capital Resources](index=37&type=section&id=Liquidity%20and%20Capital%20Resources) The company experienced a net operating cash outflow, but IPO proceeds provided significant financing, increasing overall cash Consolidated Cash Flow Data (Three Months Ended March 31) | Metric | 2024 (Thousands) | 2023 (Thousands) | Change (Decrease) | | :---------------------------------------- | :--------------- | :--------------- | :---------------- | | Net cash provided by (used in) operating activities | $(6,400) | $2,364 | $(8,764) | | Net cash provided by (used in) investing activities | $(6,986) | $22 | $(7,008) | | Net cash provided by (used in) financing activities | $15,573 | $2,038 | $13,535 | | Net increase (decrease) in cash, cash equivalents, and restricted cash | $2,392 | $4,363 | $(1,971) | - The operating cash outflow was driven by the **$19.3 million net loss**, partially offset by **$17.1 million in non-cash stock-based compensation**[282](index=282&type=chunk) - Financing activities were driven by **$18.6 million in net cash proceeds from the IPO**, offset by $3.0 million in debt payments[285](index=285&type=chunk) [Critical Accounting Estimates and Policies](index=41&type=section&id=Critical%20Accounting%20Estimates%20and%20Policies) Management identifies goodwill impairment, allowance for losses, and income taxes as critical accounting estimates - Critical accounting estimates include **impairment of goodwill**, **allowance for credit and loan losses**, and **income taxes**[305](index=305&type=chunk) - Management believes the China segment's fair value exceeds its carrying value, despite no new projects since 2021[307](index=307&type=chunk)[308](index=308&type=chunk)[309](index=309&type=chunk) - The allowance for credit and loan losses is based on historical experience and current economic conditions[312](index=312&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=42&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company indicates that this item is not applicable for the current reporting period - The company states that this item is **"Not applicable"**[320](index=320&type=chunk) [Item 4. Controls and Procedures](index=42&type=section&id=Item%204.%20Controls%20and%20Procedures) The company maintains disclosure controls but is in a transition period for reporting on internal control over financial reporting - The company maintains disclosure controls and procedures as defined under the Securities Exchange Act of 1934[320](index=320&type=chunk) - As a newly public company, this report **does not include a management assessment or auditor attestation** on internal control over financial reporting[322](index=322&type=chunk) Part II. Other Information [Item 6. Exhibits](index=43&type=section&id=Item%206.%20Exhibits) This section lists the certifications and Inline XBRL documents filed as exhibits with the report List of Exhibits | Exhibit No. | Description | | :---------- | :---------------------------------------------------------------- | | 31.1 | Certification of chief executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | 31.2 | Certification of chief financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | 32.1 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | 101.INS | Inline XBRL Instance Document. | | 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | [Signatures](index=43&type=section&id=Signatures) The report was duly signed on May 15, 2024, by the Chief Executive Officer and Chief Financial Officer - The report was signed on **May 15, 2024**, by CEO David Hsu and CFO Stephen Brown[326](index=326&type=chunk)

FORM 10-K ___________________________ OR SolarMax Technology, Inc. (Exact name of registrant as specified in its charter) ___________________________ (951) 300-0788 Registrant's telephone number, including area code Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ | --- | --- | |-----------------------------|-------| | | | | Accelerated filer | ☐ | | Smaller reporting company | ☒ | | Emerging growth company | ☒ | Table of ...