Part I [Business](index=7&type=section&id=Item%201.%20Business) Twin Vee PowerCats Co. designs and markets recreational and commercial power boats, focusing on gas-powered models through a dealer network and a new digital platform after merging with Forza X1 - The company designs, manufactures, and markets recreational and commercial power boats under two main brands: Twin Vee for catamarans and Aquasport for monohull vessels[27](index=27&type=chunk)[28](index=28&type=chunk) - On November 26, 2024, the company completed a merger with its minority-owned subsidiary, Forza X1, Inc., which subsequently ceased its electric boat production and became a wholly-owned subsidiary of Twin Vee[28](index=28&type=chunk)[33](index=33&type=chunk)[95](index=95&type=chunk) - Sales are primarily conducted through a network of 22 independent dealers. In fiscal year 2024, the top three dealers accounted for **40%** of total sales, indicating significant customer concentration[28](index=28&type=chunk)[32](index=32&type=chunk)[67](index=67&type=chunk) - The company is developing a new web-based platform, "Pro Direct," inspired by the automotive industry, to allow customers to customize boats, check inventory, apply for financing, and arrange delivery online[43](index=43&type=chunk)[52](index=52&type=chunk) - The company relies on trade secrets and know-how for its gas-powered boats, as it does not hold patents for these products. It does hold patents for electric boat technology, which is no longer in development[80](index=80&type=chunk) [Risk Factors](index=21&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks including financial losses, heavy reliance on a few dealers, material weaknesses in internal controls, a shareholder lawsuit, and Nasdaq delisting risk - The company has a history of financial losses, reporting a net loss of **$14.0 million** for the year ended December 31, 2024, and **$9.8 million** for 2023[101](index=101&type=chunk) - Heavy reliance on a small number of independent dealers presents a concentration risk, with the top three dealers accounting for approximately **40%** of consolidated revenues in fiscal 2024[121](index=121&type=chunk) - The company has identified material weaknesses in its internal controls over financial reporting and disclosure controls, which could impact the accuracy of its financial statements[199](index=199&type=chunk)[201](index=201&type=chunk)[205](index=205&type=chunk) - The company's common stock is at risk of being delisted from The Nasdaq Capital Market for failing to meet the minimum $1.00 bid price requirement. An extension to regain compliance has been granted until May 6, 2025[187](index=187&type=chunk)[188](index=188&type=chunk) - A class action lawsuit was filed on March 10, 2025, by former Forza shareholders against the company and its directors, alleging breach of fiduciary duty in connection with the merger[167](index=167&type=chunk)[237](index=237&type=chunk) - The company's CEO, Joseph Visconti, holds significant voting power with **22.6%** of outstanding common stock, allowing him to exert substantial influence over corporate decisions[155](index=155&type=chunk) [Unresolved Staff Comments](index=52&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - There are no unresolved staff comments[226](index=226&type=chunk) [Cybersecurity](index=52&type=section&id=Item%201C.%20Cybersecurity) The company has established a cyber risk management protocol based on the NIST Cybersecurity Framework, which is overseen by the management team and the Audit Committee - The company's cyber risk management protocol is based on the National Institute of Standards and Technology (NIST) Cybersecurity Framework[228](index=228&type=chunk) - Oversight of cybersecurity is handled by the management team and the Audit Committee, with the Board of Directors reviewing risks at least annually[231](index=231&type=chunk)[232](index=232&type=chunk) - As of the report date, the company has not had a cybersecurity incident[233](index=233&type=chunk) [Properties](index=53&type=section&id=Item%202.%20Properties) The company leases its primary office and production facility, located at 3101 S US-1 in Fort Pierce, Florida, from Visconti Holdings, LLC, an entity owned by the company's CEO, Joseph C. Visconti - The company's principal office and production facilities in Fort Pierce, Florida are leased from Visconti Holdings, LLC, an entity owned by CEO Joseph C. Visconti[234](index=234&type=chunk) - The current lease agreement specifies a base rent of **$36,465** per month, which increases by 5% annually[234](index=234&type=chunk) [Legal Proceedings](index=54&type=section&id=Item%203.%20Legal%20Proceedings) The company is currently involved in a putative class action lawsuit filed on March 10, 2025, by former shareholders of Forza X1, Inc., alleging breach of fiduciary duty by directors and officers in relation to the merger - On March 10, 2025, a class action lawsuit was filed against the company and certain directors and officers by former shareholders of Forza X1, Inc. concerning the merger[237](index=237&type=chunk)[448](index=448&type=chunk) - The complaint asserts claims for breach of fiduciary duty and seeks unspecified damages. The company is unable to estimate the outcome and intends to defend against the claims vigorously[237](index=237&type=chunk)[448](index=448&type=chunk) [Mine Safety Disclosures](index=54&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[238](index=238&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=54&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on Nasdaq, has 274 stockholders, does not pay dividends, and provides details on its equity compensation plan - The company's common stock has traded on the Nasdaq Capital Market under the symbol "VEEE" since July 21, 2021[239](index=239&type=chunk) - The company has not paid cash dividends in 2024 or 2023 and intends to retain future earnings to finance business growth[241](index=241&type=chunk) Equity Compensation Plan Information as of December 31, 2024 | Plan Category | Number of Securities to be Issued upon Exercise of Outstanding Equity Compensation Plan Options* | Weighted Average Exercise Price of Outstanding Equity Compensation Plan Options | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans | | :--- | :--- | :--- | :--- | | Equity compensation plans approved by security holders | 2,223,711 | $2.82 | 948,089 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=57&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In fiscal year 2024, the company experienced a significant **57%** decrease in net sales to **$14.4 million**, resulting in a gross loss and a **$14.0 million** net loss, with cash declining to **$7.7 million** due to decreased demand Comparison of Operations for Years Ended December 31 | | 2024 | 2023 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Net sales | $14,388,517 | $33,425,912 | $(19,037,395) | (57%) | | Gross profit (loss) | $(751,425) | $3,266,888 | $(4,018,313) | (123%) | | Loss from operations | $(14,551,769) | $(11,987,299) | $(2,564,470) | 21% | | Net loss | $(14,009,906) | $(9,782,196) | $(4,227,710) | 43% | | Basic and dilutive loss per share | $(1.10) | $(0.76) | $(0.35) | 46% | - The number of boats sold decreased by **63%** in FY2024 compared to FY2023. However, the average selling price per unit increased by **19%** to approximately **$167,096** due to a higher proportion of larger, more expensive Twin Vee models sold[256](index=256&type=chunk)[267](index=267&type=chunk) - Gross margin turned negative, declining from **10%** in 2023 to **-5%** in 2024, attributed to production inefficiencies from a significant drop in demand[269](index=269&type=chunk) - Operating expenses decreased **10%** to **$13.8 million**, including a **$1.67 million** impairment charge on the partially constructed Forza building. Excluding this charge, operating expenses decreased **21%**[270](index=270&type=chunk) Selected Financial Position Data as of December 31 | | 2024 | 2023 | % Change | | :--- | :--- | :--- | :--- | | Cash and cash equivalents | $7,491,123 | $16,497,703 | (54.6%) | | Working capital | $6,671,151 | $22,429,973 | (70.3%) | [Quantitative and Qualitative Disclosures About Market Risk](index=66&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This item is not applicable as the company is a smaller reporting company - Not applicable because the company is a smaller reporting company[304](index=304&type=chunk) [Financial Statements and Supplementary Data](index=66&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the consolidated financial statements for 2024 and 2023, including balance sheets, statements of operations, and cash flows, highlighting key figures like a **$14.0 million** net loss and significant customer concentration Consolidated Balance Sheet Highlights (as of Dec 31) | | 2024 | 2023 | | :--- | :--- | :--- | | Total Current Assets | $10,419,141 | $26,646,318 | | Total Assets | $25,887,905 | $39,846,713 | | Total Current Liabilities | $3,747,990 | $4,216,345 | | Total Liabilities | $6,671,055 | $7,797,098 | | Total Stockholders' Equity | $19,216,849 | $32,049,615 | Consolidated Statement of Operations Highlights (Year Ended Dec 31) | | 2024 | 2023 | | :--- | :--- | :--- | | Net sales | $14,388,517 | $33,425,912 | | Gross (loss) profit | $(751,425) | $3,266,888 | | Loss from operations | $(14,551,769) | $(11,987,299) | | Net loss | $(14,009,906) | $(9,782,196) | - In 2024, three individual customers accounted for over 10% of total sales each, representing a combined **40%** of total sales[435](index=435&type=chunk) - The company has a maximum repurchase obligation of **$10,265,229** for **60 units** under dealer floor plan agreements as of December 31, 2024[417](index=417&type=chunk) - A full valuation allowance of **$16.7 million** has been established against the company's deferred tax assets due to uncertainty of realization[438](index=438&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=67&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no disagreements with its accountants on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure - None reported[450](index=450&type=chunk) [Controls and Procedures](index=67&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of December 31, 2024, due to material weaknesses in internal control over financial reporting, with a remediation plan underway - Management concluded that the company's disclosure controls and procedures were not effective as of December 31, 2024[451](index=451&type=chunk) - The ineffectiveness is due to material weaknesses in internal control over financial reporting, including issues with segregation of duties and insufficient staff with appropriate GAAP experience[451](index=451&type=chunk)[453](index=453&type=chunk) - A remediation plan is in progress, which includes hiring a full-time Staff Accountant and a controller to address the weaknesses[456](index=456&type=chunk) [Other Information](index=68&type=section&id=Item%209B.%20Other%20Information) During the year ended December 31, 2024, no director or officer of the company adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement - No director or officer adopted or terminated a Rule 10b5-1 trading arrangement during the fourth quarter of the fiscal year[460](index=460&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=69&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The company's leadership includes key executives and a five-member staggered Board of Directors with three independent members, overseeing Audit, Compensation, and Nominating committees, and adhering to a code of conduct - The Board of Directors consists of five members: Joseph C. Visconti, Preston Yarborough, Neil Ross, Kevin Schuyler, and Marcia Kull[464](index=464&type=chunk) - The board is divided into three staggered classes, with directors serving three-year terms[479](index=479&type=chunk)[483](index=483&type=chunk) - The board has determined that Neil Ross, Kevin Schuyler, and Marcia Kull are independent directors[485](index=485&type=chunk) - The company has established an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee, each composed of independent directors[488](index=488&type=chunk)[489](index=489&type=chunk) [Executive Compensation](index=75&type=section&id=Item%2011.%20Executive%20Compensation) Executive compensation for named executive officers, including CEO Joseph Visconti's **$1,022,073** total compensation in 2024, comprises salary, bonuses, and equity awards governed by employment agreements and stock incentive plans 2024 Summary Compensation Table | Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($) | All Other Compensation ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Joseph C. Visconti, President and CEO | 2024 | 384,233 | 500,000 | 84,900 | 52,940 | 1,022,073 | | Michael P. Dickerson, CFO | 2024 | 141,538 | 130,000 | 114,300 | 36,094 | 421,932 | | Preston Yarborough, Vice President | 2024 | 182,584 | 67,761 | 28,300 | 33,578 | 312,223 | - CEO Joseph Visconti's employment agreement includes a **$250,000** base salary, a target bonus of **120%** of base salary, a car allowance, and health insurance[514](index=514&type=chunk)[515](index=515&type=chunk) - The company maintains the 2021 Stock Incentive Plan, which has an evergreen provision to increase available shares annually. As of January 1, 2025, **3,841,150 shares** were available for issuance[548](index=548&type=chunk)[445](index=445&type=chunk) - Non-employee director compensation includes annual cash retainers, with the lead independent director receiving **$100,000** per year and other independent directors receiving **$45,000** per year[557](index=557&type=chunk)[565](index=565&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=86&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of March 17, 2025, CEO Joseph C. Visconti beneficially owned **21.3%** of the company's outstanding common stock, with all current executive officers and directors as a group beneficially owning **24.3%** Security Ownership of Beneficial Owners (as of March 17, 2025) | Name of Beneficial Owner | Percentage of Shares Beneficially Owned | | :--- | :--- | | **Named Executive Officers and Directors** | | | Joseph C. Visconti | 21.3% | | Michael P. Dickerson | 1.1% | | Preston Yarborough | 1.8% | | All current executive officers and directors as a group (6 persons) | 24.3% | | **5% Stockholders** | | | Marathon Micro Fund, L.P. | 6.4% | | Palm Management (US) LLC | 5.5% | [Certain Relationships and Related Transactions, and Director Independence](index=88&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company engages in related party transactions, including leasing its primary facility from an entity owned by its CEO and providing management services to its former subsidiary, with all such transactions reviewed by the Audit Committee - The company leases its main facility from Visconti Holdings, LLC, an entity controlled by CEO Joseph Visconti. The monthly rent is **$36,456**[577](index=577&type=chunk) - Prior to the merger, Twin Vee provided management services to Forza under a Transition Services Agreement for a variable monthly fee, which averaged **$41,593** in 2024 until the merger[578](index=578&type=chunk) - The Board of Directors has adopted a written policy requiring that any related party transaction be reviewed and approved or ratified by the Audit Committee[588](index=588&type=chunk) [Principal Accounting Fees and Services](index=90&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Grassi & Co., CPAs, P.C. serves as the company's independent registered public accounting firm, with aggregate fees billed for fiscal years 2024 and 2023 being **$187,658** and **$142,822**, respectively, all pre-approved by the Audit Committee Auditor Fees | | Year ended Dec 31, 2024 | Year ended Dec 31, 2023 | | :--- | :--- | :--- | | Audit Fees | $173,273 | $138,712 | | Audit-Related Fees | $14,385 | $4,110 | | Tax Fees | — | — | | All Other Fees | — | — | | **Total** | **$187,658** | **$142,822** | - The Audit Committee has adopted procedures for pre-approving all audit and non-audit services provided by the independent auditor[592](index=592&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=91&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the exhibits filed with the Annual Report on Form 10-K, including key agreements and certifications, with financial statement schedules omitted as inapplicable or redundant - The financial statements required are included in Part II, Item 8 of the report[596](index=596&type=chunk) - A list of exhibits filed with the report is provided, including key agreements such as the Merger Agreement with Forza, employment agreements with executive officers, and the 2021 Stock Incentive Plan[597](index=597&type=chunk)[598](index=598&type=chunk)[599](index=599&type=chunk) [Form 10-K Summary](index=91&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable - Not Applicable[595](index=595&type=chunk)

Financial Data and Key Metrics Changes - The company reported a significant decline in revenues, ending 2024 with net sales of $14.4 million, a reduction of $19 million or 57% from 2023 [10] - The fourth quarter of 2024 saw revenues fall to a multi-year low of $1.9 million, down from $8.4 million in Q4 2023, with sequential declines throughout the year [7][9] - The average sale price of boats increased by 19% to approximately $167,000 in 2024, compared to $140,000 in 2023, attributed to a shift towards larger, higher-priced boats [11] Business Line Data and Key Metrics Changes - The company experienced a renewed interest in its Twin Vee and AquaSport lines, leading to a growing backlog and new dealer interest [6] - Despite the overall revenue decline, the company focused on higher-priced boats, resulting in a smaller decline in sales volume compared to revenue [11] Market Data and Key Metrics Changes - The marine and recreational vehicle markets faced a post-COVID slowdown, high interest rates, and inflation, which negatively impacted consumer demand [8] - The industry dealt with excess inventory, particularly OneWater boats being sold at deep discounts, intensifying market pressures [8] Company Strategy and Development Direction - The company implemented aggressive cost-cutting measures throughout 2024 to align with lower revenue volumes, including reductions in headcount and discretionary spending [9][12] - A strategic decision was made to curtail research and development of electric boats, focusing instead on strengthening the business foundation [9] - The acquisition of the remaining 55% of Forza X1 was completed, aimed at improving operational efficiencies [10] Management's Comments on Operating Environment and Future Outlook - Management expressed cautious optimism for 2025, anticipating a 50% increase in first-quarter sales sequentially compared to Q4 2024 [6] - The company noted improved market conditions and increased demand for boats, with a careful approach to ramping up production and hiring [17] - Management emphasized a focus on operational efficiencies and strengthening product offerings to capitalize on the improving industry environment [18] Other Important Information - The company ended 2024 with $7.7 million in cash and cash equivalents, down from $11.4 million at the end of Q3 2024 [14] - Operating expenses were reduced by $1.454 million or 10% compared to 2023, despite increases in depreciation and professional fees related to the merger [12][13] Q&A Session Summary - The Q&A session concluded without any recorded questions or answers, indicating a lack of participant inquiries during this segment [20]

Financial Data and Key Metrics - Net sales for Q2 2024 were $4.3 million, a 47% decrease from $8.1 million in Q2 2023 [14] - Gross margin remained positive at close to 5% despite challenging market conditions [14] - Operating expenses decreased by $793,000 (20%) compared to Q2 2023, excluding a $1.674 million impairment charge [15] - General and administrative expenses decreased by $158,000 (17%) [15] - Salaries and wages decreased by $903,000 (43%) [15] - Research and development expenses increased by $150,000 due to an inventory valuation adjustment at Forza [15] Business Line Data and Key Metrics - Twin Vee segment operating expenses decreased by $457,000 (19%) compared to Q2 2023 [16] - Forza segment ended Q2 2024 with $8.2 million in cash and cash equivalents, a reduction of $1.75 million from Q1 2024 [17] - Twin Vee segment ended Q2 2024 with $6.945 million in cash and cash equivalents, a reduction of $483,000 from Q1 2024 [18] Market Data and Key Metrics - The company is expanding its factory in Fort Pierce, Florida, to nearly 100,000 square feet, aiming to produce up to 1,000 boats annually [10] - The merger with Forza is expected to strengthen the combined company's balance sheet, with approximately $1 per share in cash and $2 per share in net assets [12] Company Strategy and Industry Competition - The company is focusing on innovation, introducing the second-generation GFX model line with advanced technological features [7] - Twin Vee is investing in infrastructure to reduce long-term costs and increase manufacturing capacity [10] - The merger with Forza aims to create a stronger, more competitive brand with a focus on long-term profitable growth [11][12] Management Commentary on Operating Environment and Future Outlook - The company is navigating a complex economic environment with higher interest rates and shifting consumer confidence [4] - Management is confident in the company's ability to emerge stronger from the current downturn [4] - The merger with Forza is seen as a transformative step for future growth and shareholder value [11][12] Other Important Information - The company recorded a $1.674 million impairment charge related to a partially completed building in Marion, North Carolina [18] - The company is evaluating options to maximize shareholder value regarding the Marion building, including selling or completing the construction [19] Q&A Session Summary - No specific questions or answers were provided in the transcript [21][22]

PART I—FINANCIAL INFORMATION This section provides the unaudited condensed consolidated financial statements and management's discussion and analysis for the reporting period [Condensed Consolidated Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed consolidated financial statements for the quarter ended March 31, 2024, highlighting a net loss of **$2.34 million** and a **41%** drop in net sales [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet as of March 31, 2024, reflects a decrease in total assets to **$36.5 million** and total stockholders' equity to **$30.1 million** Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | **Total Current Assets** | $21,778,752 | $26,646,318 | | **Total Assets** | $36,454,352 | $39,846,713 | | **Total Current Liabilities** | $2,896,963 | $4,216,345 | | **Total Liabilities** | $6,313,649 | $7,797,098 | | **Total Stockholders' Equity** | $30,140,703 | $32,049,615 | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The statement of operations for Q1 2024 shows a net loss of **$2.34 million**, a significant increase from the prior year, driven by a **41%** decline in net sales Statement of Operations Summary (Unaudited) | Metric | Three Months Ended Mar 31, 2024 | Three Months Ended Mar 31, 2023 | | :--- | :--- | :--- | | Net Sales | $5,276,343 | $8,877,215 | | Gross Profit | $277,314 | $1,609,558 | | Loss from Operations | $(2,543,206) | $(2,369,523) | | Net Loss | $(2,335,194) | $(1,828,465) | | Basic and Dilutive Loss Per Share | $(0.18) | $(0.12) | [Condensed Consolidated Statements of Stockholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders%20Equity) Total stockholders' equity decreased to **$30.14 million** as of March 31, 2024, primarily due to the **$2.34 million** net loss for the quarter - Total stockholders' equity decreased by approximately **$1.9 million** during the first quarter of 2024, from **$32,049,615** to **$30,140,703**[18](index=18&type=chunk) - The decrease in equity was primarily due to a net loss of **$2,335,194**, which includes a net loss of **$1,686,227** attributable to Twin Vee stockholders and **$648,967** attributable to noncontrolling interests[18](index=18&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was **$1.75 million** in Q1 2024, partially offset by **$1.48 million** from investing activities, resulting in a net cash decrease Cash Flow Summary (Unaudited) | Activity | Three Months Ended Mar 31, 2024 | Three Months Ended Mar 31, 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | $(1,749,920) | $(2,232,650) | | Net cash provided by (used in) investing activities | $1,476,448 | $(243,007) | | Net cash used in financing activities | $(83,735) | $(2,835) | | **Net change in cash** | **$(357,207)** | **$(2,478,492)** | [Notes to the Condensed Consolidated Financial Statements (Unaudited)](index=9&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) Notes detail accounting policies, segment performance across Gas-powered, Franchise, and Electric Boats, and significant customer concentration with **49%** of sales from three dealers - The company operates through three segments: **Gas-powered Boats** (Twin Vee, AquaSport), **Franchise** (Fix My Boat), and **Electric Boats** (Forza X1)[22](index=22&type=chunk)[24](index=24&type=chunk)[101](index=101&type=chunk) - In Q1 2024, three individual dealers accounted for **49%** of the company's total sales, indicating significant customer concentration[99](index=99&type=chunk) Segment Performance for Q1 2024 | Segment | Net Sales | Loss from Operations | | :--- | :--- | :--- | | Gas-Powered Boats | $5,276,343 | $(1,227,096) | | Franchise | $0 | $(772) | | Electric Boat and Development | $0 | $(1,315,339) | - The company has repurchase obligations under floor plan agreements totaling **$13.2 million** for **84 units** as of March 31, 2024[83](index=83&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the **41%** decline in Q1 2024 net sales due to reduced demand and product mix, while affirming sufficient liquidity for the next **24 months** Q1 2024 vs Q1 2023 Performance | Metric | Q1 2024 | Q1 2023 | % Change | | :--- | :--- | :--- | :--- | | Net Sales | $5,276,343 | $8,877,215 | (41%) | | Gross Profit | $277,314 | $1,609,558 | (83%) | | Loss from Operations | $(2,543,206) | $(2,369,523) | 7% | | Net Loss | $(2,335,194) | $(1,828,465) | 28% | - The decrease in net sales was due to a **39%** decrease in the number of boats sold and a shift in product mix towards lower-priced monohull boats[119](index=119&type=chunk) - Working capital decreased by **$3.5 million** to **$18.9 million** as of March 31, 2024, primarily due to development efforts at the non-revenue generating Forza subsidiary and investments in new boat molds[132](index=132&type=chunk) - Management believes that existing cash, cash equivalents, and marketable securities will be sufficient to finance operations for the next **24 months**[133](index=133&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=31&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company defined by Rule 12b-2 of the Exchange Act, the company is not required to provide quantitative and qualitative disclosures about market risk[151](index=151&type=chunk) [Controls and Procedures](index=31&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls were ineffective as of March 31, 2024, due to material weaknesses in internal control over financial reporting, with a remediation plan underway - Management, including the CEO and CFO, concluded that disclosure controls and procedures were not effective as of March 31, 2024[152](index=152&type=chunk) - The ineffectiveness is due to material weaknesses related to not having retained sufficient staff with appropriate experience in GAAP presentation[152](index=152&type=chunk) - A remediation plan is being executed, which includes retaining a full-time Senior Staff Accountant, implementing a robust ERP system, and planning to hire a Controller during 2024[153](index=153&type=chunk) PART II—OTHER INFORMATION This section covers other material information, including legal proceedings, risk factors, and recent corporate developments [Legal Proceedings](index=32&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various civil litigations but does not consider any current proceedings material to its business or financial condition - The company is not currently a party to any legal proceedings that would be expected to have a material adverse effect on its business or financial condition[157](index=157&type=chunk) [Risk Factors](index=32&type=section&id=Item%201A.%20Risk%20Factors) Key risks include a Nasdaq minimum bid price non-compliance notice, a history of operating losses, high dealer concentration, and material weaknesses in internal controls - On May 10, 2024, the company received a notice from Nasdaq for failing to maintain a minimum closing bid price of **$1.00** per share, with a compliance deadline of November 6, 2024[160](index=160&type=chunk) - The company has incurred significant recent losses, including a net loss of **$2.3 million** for Q1 2024, and had an accumulated deficit of approximately **$16.0 million** as of March 31, 2024[165](index=165&type=chunk) - The company depends heavily on its dealer network, with three dealers accounting for **49%** of total sales in Q1 2024, creating significant concentration risk[166](index=166&type=chunk)[167](index=167&type=chunk) - The company has identified material weaknesses in its internal controls and cannot provide assurance that these will be effectively remediated or that others will not occur[168](index=168&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=36&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered equity sales occurred, and IPO proceeds were reallocated from electric propulsion development and property acquisition to working capital and facility expansion - There were no unregistered sales of equity securities during the quarter ended March 31, 2024[175](index=175&type=chunk) - The company has reallocated proceeds from its 2021 IPO, with funds for a standalone electric propulsion system now designated for working capital, and funds for a new testing center to expand the current Fort Pierce manufacturing facility[178](index=178&type=chunk)[179](index=179&type=chunk) [Defaults Upon Senior Securities](index=37&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This item is not applicable as the company has no defaults upon senior securities to report - Not Applicable[182](index=182&type=chunk) [Mine Safety Disclosures](index=37&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - Not Applicable[183](index=183&type=chunk) [Other Information](index=37&type=section&id=Item%205.%20Other%20Information) This section includes a Nasdaq minimum bid price non-compliance notice received on May 10, 2024, and confirms no Rule 10b5-1 trading arrangements by directors or officers - On May 10, 2024, the company received a written notice from Nasdaq for its common stock failing to maintain a minimum closing bid price of **$1.00** for **30 consecutive business days**[184](index=184&type=chunk) - The company has a **180-day** compliance period, until November 6, 2024, to regain compliance with the Nasdaq listing rule[184](index=184&type=chunk) - No director or officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement during the first quarter of 2024[188](index=188&type=chunk) [Exhibits](index=38&type=section&id=Item%206.%20Exhibits) This section provides an index of exhibits filed with the Quarterly Report on Form 10-Q, including required certifications from executive officers - The Exhibit Index lists all documents filed with the report, including CEO and CFO certifications pursuant to Sarbanes-Oxley Act sections **302** and **906**[189](index=189&type=chunk)[191](index=191&type=chunk) [Signatures](index=39&type=section&id=SIGNATURES) This section contains the official signatures authorizing the filing of the report - The report was duly signed and authorized on May 15, 2024, by **Joseph C. Visconti**, Chairman and Chief Executive Officer, and **Michael P. Dickerson**, Chief Financial Officer[193](index=193&type=chunk)[195](index=195&type=chunk)

Financial Performance - Revenue for the three months ended March 31, 2024, decreased by 41% to $5,276,343 from $8,877,215 in the same period in 2023[6] - Consolidated net loss for the first quarter of 2024 was $2,335,194, compared to a net loss of $1,828,465 in the prior year, reflecting an increase of 28%[7] - The gas-powered boat segment reported a net loss of $1,163,957 for the three months ended March 31, 2024, compared to net income of $181,849 in the comparable prior year period[7] - Net sales for the three months ended March 31, 2024, were $5,276,343, a decrease of 40.5% compared to $8,877,215 in the same period of 2023[20] - Gross profit for the same period was $277,314, down 82.8% from $1,609,558 year-over-year[20] - Adjusted net loss for the three months ended March 31, 2024, was $(1,361,809), an improvement compared to $(1,465,835) in 2023[20] - The company reported a net loss of $(2,335,194) for Q1 2024, compared to a net loss of $(1,828,465) in Q1 2023, reflecting a 27.8% increase in losses[20] - Basic and dilutive loss per share for Q1 2024 was $(0.18), compared to $(0.12) in Q1 2023[20] Cash Flow and Reserves - Cash reserves decreased to $17,381,000 on March 31, 2024, down from $21,218,000 on December 31, 2023, primarily due to R&D spending and operational cash losses[6] - Cash used in operating activities decreased by 22% to $1,749,920 in Q1 2024 from $2,232,650 in Q1 2023[16] - The company is committed to reducing cash burn while making strategic investments in infrastructure and product development[5] Operating Expenses - Operating expenses decreased to $2,820,520 in Q1 2024 from $3,979,081 in Q1 2023, a reduction of 29.1%[20] - Stock-based compensation for Q1 2024 was $426,283, down from $482,964 in Q1 2023[20] - Depreciation and amortization increased to $425,281 in Q1 2024 from $218,276 in Q1 2023, reflecting a 95% increase[20] Assets and Liabilities - Total assets as of March 31, 2024, were valued at $36,454,000, while total liabilities were $6,313,649[16] Production and Investment - Twin Vee is expanding its Fort Pierce, FL manufacturing facility to increase production capacity and improve efficiency[5] - The company is investing in new models, including the Generation 2 GFX boats, to prepare for the next market upswing[5] Inventory and Marketable Securities - The company recorded a change in inventory reserve of $113,252 in Q1 2024, while there was no such change in Q1 2023[20] - The net change in marketable securities was $15,548 in Q1 2024, compared to $(8,034) in Q1 2023[20] Employee Productivity - The revenue generated per direct labor employee increased to approximately $103,000 in Q1 2024, compared to approximately $72,000 in Q1 2023[6]

Twin Vee Powercats Co. (NASDAQ:VEEE) Q1 2024 Results Conference Call May 15, 2024 12:00 PM ET Company Participants Joseph Visconti - President and CEO Michael Dickerson - CFO Operator Welcome to the Twin Vee PowerCats Company First Quarter 2024 Investor Call. As a reminder, this call is being recorded and all participants are in a listen-only mode. Your speaker for today's program is Joseph Visconti, President and CEO of Twin Vee PowerCats Company. Before I turn the call over to Joseph, please remember tha ...

EXHIBIT 99.1 Twin Vee PowerCats Co. Reports 4% Increase in Revenue for the Year Ended December 31, 2023 FORT PIERCE, FLORIDA, March 26, 2024 – Twin Vee PowerCats Co. (Nasdaq: VEEE) ("Twin Vee" or the "Company"), a designer, manufacturer and distributor of recreational and commercial power boats, today reported operational highlights and financial results for fiscal year ended December 31, 2023. Highlights for fiscal year 2023: The Company is pleased to report a 4% increase in consolidated revenue for the ye ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___ to ___ Commission file number 001-40623 TWIN VEE POWERCATS CO. (Exact name of registrant as specified in its charter) Delaware 27-1417610 (State or other jurisdiction of ...

Twin Vee PowerCats Co. (NASDAQ:VEEE) Q4 2023 Earnings Conference Call March 26, 2024 ET Company Participants Joseph Visconti - President & CEO Conference Call Participants Operator Welcome to Twin Vee PowerCats Co. Year End 2023 Investor Call. As a reminder, this call is being recorded and all participants are in a listen-only mode. Your speaker for today's program is Joseph Visconti, President and CEO of Twin Vee PowerCats Co. Before I turn the call over to Joseph, please remember that certain statements m ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________ Commission File Number: 001-40623 TWIN VEE POWERCATS CO. (Exact name of registrant as specified in its charter) Delawar ...