Massimo Group(MAMO) - 2023 Q4 - Annual Report

Part I Business Massimo Group operates in the mid-tier powersports and boats industry, achieving over $115 million in FY2023 revenue through diverse products and a multi-channel distribution strategy - Massimo Group positions itself as a leading company in the Mid-Tier Band of the powersports vehicles and boats industry, which includes ATVs, UTVs, and Pontoon Boats[11] Financial Performance (FY 2022-2023) | Metric | FY 2023 | FY 2022 | | :--- | :--- | :--- | | Annual Revenue | > $115 million | > $86 million | | Net Income | > $10 million | > $4 million | - The company's product portfolio is diversified, including UTVs, ATVs, motorcycles, scooters, golf carts, Pontoon Boats, and newer product lines like EV chargers and portable solar panels[13] - A significant retail partnership exists with Tractor Supply Co., which generated approximately $47 million in revenue in FY2023, a substantial increase from $10 million in FY2022[51] - The company relies heavily on suppliers in China, with its top three Chinese suppliers accounting for approximately 68% of product costs in FY2023[67] Products The company offers a diverse product line including UTVs, ATVs, and Pontoon Boats, with manufacturing in Dallas and assembly from imported components - The company offers a diverse product line including UTVs, ATVs, golf carts, motorcycles, Pontoon Boats, and accessories like EV chargers and portable solar panels. Pontoon Boats are manufactured in Dallas, while most other products are assembled there from imported components[34] U.S. ATV & UTV Market Size Forecast (Frost & Sullivan) | Vehicle Type | 2021 Market Size (USD) | 2026E Market Size (USD) | CAGR (2021-2026E) | | :--- | :--- | :--- | :--- | | ATV | $2.6 billion | $3.9 billion | 8.0% | | UTV | $4.6 billion | $7.9 billion | 11.4% | U.S. Pontoon Boat Market Size Forecast (Frost & Sullivan) | Metric | 2021 Market Size (USD) | 2026E Market Size (USD) | CAGR (2021-2026E) | | :--- | :--- | :--- | :--- | | Market Size | $3.3 billion | $6.6 billion | 14.9% | Manufacturing and Sourcing Pontoon Boats are manufactured in Dallas with over 60% US-sourced value, while other products are primarily sourced from 30 global suppliers, mostly in China - Pontoon Boats are manufactured at the 286,000 sq. ft. Dallas facility, with over 60% of their value sourced from the USA. The company has an exclusive arrangement with Mercury Marine for outboard engines and parts[64][65] - Substantially all other products, particularly ATVs and UTVs, are sourced from approximately 30 global suppliers, the majority of which are in China[66] - The top three suppliers, all located in China, accounted for 68% of product costs in FY2023 and 66% in FY2022[67] - Supply chain disruptions due to COVID-19 lockdowns in China from May to July 2022 resulted in an estimated loss of $1.5 million in sales[68] Competition The U.S. ATV and UTV markets are highly concentrated with major players, while the Pontoon Boats market is fragmented and price-competitive - The U.S. ATV and UTV markets are highly concentrated, with major players like Polaris, BRP, Arctic Cat, Honda, and Yamaha representing over 80% of the market[76] - The U.S. Pontoon Boats market is fragmented, with competition based on product offerings and pricing[78] Regulatory Issues The company is subject to extensive product safety and emissions regulations, having previously faced inquiries and a Stop Sale order from the CPSC - The company is subject to extensive laws and regulations covering product safety, emissions, and dealer relationships at local, state, and national levels[88][90] - The company has previously been subject to inquiries by the U.S. Consumer Product Protection Commission and received a Stop Sale order on an electric balance bike due to safety compliance issues[92] Risk Factors The company faces significant risks from supplier concentration in China, intense competition, management's public company inexperience, and product liability claims - Supplier Concentration: The majority of products are manufactured in China, with approximately 68% of product costs in FY2023 coming from three suppliers. This creates significant risk related to Chinese government policies, trade disruptions, and supply chain interruptions[98][151][152] - Management Experience: The senior management team and principal shareholder have no prior experience operating a publicly traded company, which may pose challenges in complying with SEC regulations and other public company requirements[98][178] - Distribution Reliance: The company depends on a network of independent dealers and distributors for retail sales. The financial health and performance of these dealers, and their ability to secure financing, directly impact the company's sales[96][137][140] - Competition: The company faces intense competition from well-established competitors like Polaris and BRP, which have greater financial and marketing resources[99][124][125] - Product Liability: The company has faced over 50 litigation proceedings from 2017 to 2023 related to product defects causing property damage, injury, and death, which could harm its reputation and result in significant financial liabilities[210][211] - Control by Founder: Founder, Chairman, and CEO Mr. David Shan owns 77.7% of outstanding shares, giving him substantial influence over corporate actions and potentially creating conflicts of interest with other shareholders[254][255] Cybersecurity The company maintains an industry-standard cybersecurity program with Board oversight, reporting no material threats in 2023 - The cybersecurity program is designed to align with industry-standard frameworks and includes processes for risk assessment, threat identification, and incident response[288] - Oversight is provided by the IT manager, an Executive Cybersecurity Council, and the full Board of Directors, which receives quarterly updates[291][292] - The company states that in 2023, it did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect its business, strategy, or financial condition[293] Properties The primary 286,000 sq. ft. facility in Garland, Texas, serves as the manufacturing, assembly, and distribution hub for all products - The main facility is a 286,000 sq. ft. space in Garland, Texas, with 220,000 sq. ft. for Massimo Motor Sports and 66,000 sq. ft. for Massimo Marine[295] - The property includes a design center, two assembly lines, a 40,000 sq. ft. parts department, a test track, and over 30 loading docks[15][295] Legal Proceedings As of April 15, 2024, the company is involved in three pending legal proceedings, including a $40 million trademark infringement suit it filed - The company is involved in three active legal proceedings as of April 15, 2024[296] - Key cases include a dispute with supplier Taizhou Nebula Power Co. Ltd. over an alleged $2.3 million owed, and a lawsuit Massimo filed against Shandong Odes Industry seeking over $40 million in damages for trademark infringement and breach of contract[296][298] - The company has a history of over fifty legal proceedings since 2017, including product liability, personal injury, and contractual disputes[301] Part II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Massimo Group's common stock began trading on Nasdaq as "MAMO" on April 2, 2024, with no plans for cash dividends as earnings will be reinvested - The company's common stock commenced trading on Nasdaq under the symbol "MAMO" on April 2, 2024[305] - The company has a policy of not paying cash dividends in the foreseeable future, intending to reinvest earnings back into the business[306] Management's Discussion and Analysis of Financial Condition and Results of Operations In FY2023, revenue grew 32.9% to $115.0 million, gross profit increased 61.7% to $35.9 million, and net income surged 150.3% to $10.4 million Results of Operations The company's FY2023 sales increased 32.9% to $115.0 million, driven by UTVs/ATVs and Pontoon Boats, with gross margin improving to 31.2% due to lower freight costs Consolidated Statement of Operations Summary (2023 vs. 2022) | Metric | 2023 (USD) | 2022 (USD) | Change (%) | | :--- | :--- | :--- | :--- | | Sales | $115,037,544 | $86,527,534 | 32.9% | | Gross Profit | $35,911,090 | $22,203,676 | 61.7% | | Gross Margin | 31.2% | 25.7% | +5.5 pts | | Income from Operations | $12,922,894 | $4,605,007 | 180.6% | | Net Income | $10,415,225 | $4,161,613 | 150.3% | Revenue by Product Type (2023 vs. 2022) | Revenue Category | 2023 Revenue (USD) | 2022 Revenue (USD) | Change (%) | | :--- | :--- | :--- | :--- | | UTVs, ATVs and electric bikes | $103,312,838 | $78,024,831 | 32.4% | | Pontoon Boats | $11,724,706 | $8,502,703 | 37.9% | | Total | $115,037,544 | $86,527,534 | 32.9% | - The 5.5% increase in gross profit margin was primarily due to higher net sales from decreased returns and significantly lower freight costs in fiscal 2023[332] - General and administrative expenses rose 48.1% to $13.2 million, mainly due to increased salaries and benefits from hiring more back-office staff and a $1.2 million increase in professional fees related to ongoing lawsuits[337][338][339] Liquidity and Capital Resources As of December 31, 2023, the company maintained a positive working capital of $19.6 million and significantly increased operating cash flow to $10.9 million Working Capital Summary (as of Dec 31, 2023) | Component | Amount (USD) | | :--- | :--- | | Current Assets | $38.4 million | | Current Liabilities | $18.8 million | | Working Capital | $19.6 million | - The company repaid its primary line of credit with MidFirst Bank, reducing the outstanding balance from $5.6 million at the end of 2022 to $0 at the end of 2023. The line of credit was subsequently renewed and extended to January 2026[357][359] Cash Flow Summary (2023 vs. 2022) | Cash Flow Activity | 2023 (USD) | 2022 (USD) | | :--- | :--- | :--- | | Net cash provided by operating activities | $10,912,592 | $621,293 | | Net cash used in investing activities | ($121,162) | ($197,802) | | Net cash used in financing activities | ($10,973,587) | ($764,374) | Critical Accounting Policies and Estimates Management identifies sales returns, product warranty, allowance for credit loss, and inventory provision as the most significant accounting estimates - Management identifies the most significant accounting estimates as those related to sales returns, product warranty, allowance for credit loss, and inventory provision[372] Key Accounting Estimates (as of Dec 31, 2023) | Estimate | 2023 Balance (USD) | | :--- | :--- | | Sales Return Liabilities | $283,276 | | Product Warranty Liabilities | $619,113 | | Allowance for Credit Loss | $557,360 | | Inventory Provision | $439,900 | Controls and Procedures Management concluded disclosure controls were ineffective as of December 31, 2023, due to a material weakness in related party payable classification - The company's disclosure controls and procedures were concluded to be ineffective as of the end of the reporting period[382] - A material weakness was identified related to ineffective controls over the classification and accounting for related party payables and notes payable[383] - Management is implementing remediation efforts, including enhancing internal controls, consulting with third-party professionals, and adding more review layers to the financial close process[384] Part III Directors, Executive Officers and Corporate Governance The company's Board includes three independent directors, and it qualifies as a "controlled company" due to CEO David Shan's 77% voting power Executive Officers and Directors | Name | Age | Position(s) | | :--- | :--- | :--- | | David Shan | 58 | Chief Executive Officer and Chairman | | Dr. Yunhao Chen | 47 | Chief Financial Officer and Director | | Michael Smith | 41 | Vice President | | Paolo Pietrogrande | 66 | Director, Chair of Nominating Committee | | Ting Zhu | 54 | Director, Chair of Audit Committee | | Mark Sheffield | 53 | Director, Chair of Compensation Committee | - The company is a "controlled company" because CEO David Shan holds more than 50% of the voting power. While eligible for certain corporate governance exemptions, the company does not currently plan to utilize them[400][401] - The Board has established Audit, Compensation, and Nominating and Corporate Governance Committees, each chaired by an independent director[397][407] Executive Compensation FY2023 executive salaries included $272,115 for the CEO, and a 2024 Equity Incentive Plan reserves 2 million shares for awards Summary Compensation Table (FY 2023) | Name and Principal Position | Year | Salary (USD) | | :--- | :--- | :--- | | David Shan, CEO | 2023 | $272,115 | | Dr. Yunhao Chen, CFO | 2023 | $110,212 | | Michael Smith, Vice President | 2023 | $183,945 | - The company has implemented a 2024 Equity Incentive Plan, reserving 2 million shares of common stock for awards. The plan includes an annual evergreen provision to increase the share reserve by up to 1% of outstanding shares[428][429][430] - Employment agreements effective June 1, 2023, establish annual base salaries of $275,000 for the CEO, $200,000 for the CFO, and $250,000 for the Vice President[420][422][425] Security Ownership of Certain Beneficial Owners and Management As of April 4, 2024, CEO David Shan beneficially owned 77.7% of common stock, with all executive officers and directors holding the same percentage Beneficial Ownership (as of April 4, 2024) | Name of Beneficial Owner | Percent of Common Stock Beneficially Owned | | :--- | :--- | | David Shan | 77.7% | | All directors and executive officers as a group (6 persons) | 77.7% | | Asia International Securities Exchange Co., Ltd | 10.5% | Certain Relationships and Related Transactions, and Director Independence The company has significant related party transactions, including $1.094 million in FY2023 rent to a CEO-controlled entity and $7.9 million owed to the CEO - The company leases its primary warehouse and office space from Miller Creek Holding LLC, an entity controlled by CEO David Shan. Rent expense for this arrangement was $1,094,000 in FY2023[466][467][468] - As of December 31, 2023, the company owed its controlling shareholder, David Shan, $7.9 million. This balance is unsecured, interest-free, and has been reclassified as a long-term liability with a maturity date of January 3, 2029[464][465] - The Board of Directors has determined that Paolo Pietrogrande, Ting Zhu, and Mark Sheffield are independent directors as defined by Nasdaq rules[472] Principal Accountant Fees and Services The company paid ZH CPA, LLC approximately $295,000 in audit fees for FY2023 and $320,000 for FY2022, with no other fees incurred Accountant Fees (ZH CPA, LLC) | Fee Type | FY 2023 (USD) | FY 2022 (USD) | | :--- | :--- | :--- | | Audit Fees | ~$295,000 | ~$320,000 | | Audit-Related Fees | $0 | $0 | | All Other Fees | $0 | $0 | Part IV Exhibits and Financial Statement Schedules This section provides an index of all exhibits and references to the consolidated financial statements filed with the Form 10-K report - This section provides a reference to the consolidated financial statements (pages F-1 through F-27) and a list of all exhibits filed with the report[480][481] Financial Statements and Supplementary Data Consolidated Financial Statements Audited consolidated financial statements show total assets increased to $41.9 million and total equity to $14.5 million in 2023, with net income rising 150% to $10.4 million Consolidated Balance Sheet Highlights (As of Dec 31) | Metric | 2023 (USD) | 2022 (USD) | | :--- | :--- | :--- | | Total Assets | $41,943,479 | $36,862,456 | | Total Liabilities | $27,455,673 | $31,791,716 | | Total Equity | $14,487,806 | $5,070,740 | Consolidated Income Statement Highlights (Year Ended Dec 31) | Metric | 2023 (USD) | 2022 (USD) | | :--- | :--- | :--- | | Revenues | $115,037,544 | $86,527,534 | | Gross Profit | $35,911,090 | $22,203,676 | | Net Income | $10,415,225 | $4,161,613 | Notes to Consolidated Financial Statements The notes detail accounting policies, the June 2023 reorganization, revenue disaggregation, significant concentrations, and the April 2024 Initial Public Offering - A corporate reorganization was completed on June 1, 2023, where Massimo Motor Sports and Massimo Marine became wholly-owned subsidiaries of Massimo Group. The transaction was accounted for as a recapitalization of entities under common control[495][496] - For FY2023, one customer accounted for more than 10% of total revenues. As of year-end 2023, one supplier accounted for more than 30% of total accounts payable[541][542] - The company leases its primary facilities from Miller Creek Holding LLC, a related party owned by the controlling shareholder, with total rent expense of $1,094,000 in 2023[583][584] - Subsequent to year-end, the company closed its IPO on April 4, 2024, issuing 1,300,000 shares at $4.50 per share for gross proceeds of approximately $5.85 million[604]