Toppoint Holdings Inc(TOPP) - 2025 Q1 - Quarterly Report

PART I FINANCIAL INFORMATION Financial Statements This section presents unaudited condensed consolidated financial statements for Q1 2025, showing total assets increased to $12,462,673 due to IPO proceeds and a new note receivable, but a net loss of $528,475 resulted from increased general and administrative expenses, reversing prior-year net income of $111,090 Condensed Consolidated Financial Statements Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | March 31, 2025 ($) | December 31, 2024 ($) | | :--- | :--- | :--- | | Total Current Assets | $3,435,745 | $2,247,285 | | Total Assets | $12,462,673 | $4,985,912 | | Total Current Liabilities | $1,786,089 | $1,778,344 | | Total Liabilities | $2,388,554 | $2,444,038 | | Total Shareholders' Equity | $10,074,119 | $2,541,874 | Condensed Consolidated Statement of Operations (Unaudited) | Account | Three Months Ended Mar 31, 2025 ($) | Three Months Ended Mar 31, 2024 ($) | | :--- | :--- | :--- | | Revenues | $3,811,610 | $3,733,896 | | Total costs and expenses | $4,218,727 | $3,586,001 | | (Loss) income from operations | ($407,117) | $147,895 | | Net (loss) income | ($528,475) | $111,090 | | Basic and diluted net (loss) income per share | ($0.03) | $0.01 | Condensed Consolidated Statement of Cash Flows Highlights (Unaudited) | Cash Flow Activity | Three Months Ended Mar 31, 2025 ($) | Three Months Ended Mar 31, 2024 ($) | | :--- | :--- | :--- | | Net cash (used in) provided by operating activities | ($884,443) | $15,689 | | Net cash used in investing activities | ($6,392,574) | ($22,918) | | Net cash provided by (used in) financing activities | $8,459,232 | ($211,276) | | Net increase (decrease) in cash | $1,182,215 | ($218,505) | | Cash, end of period | $1,739,834 | $1,237,471 | Notes to Financial Statements - The company is a truckload services provider for the recycling export supply chain, with a significant market share in New Jersey (34%) and Philadelphia (30%) ports for waste paper. It completed its IPO on January 23, 2025, with gross proceeds of $10,000,000[23][24] Disaggregation of Revenues by Commodity (Q1 2025 vs Q1 2024) | Commodity | 2025 ($) | 2024 ($) | | :--- | :--- | :--- | | Paper | $2,588,015 | $2,748,819 | | Import | $870,714 | $612,673 | | Metal | $213,643 | $211,218 | | Log | $83,448 | $76,225 | | Plastic | $55,790 | $84,963 | | Total | $3,811,610 | $3,733,896 | - On January 27, 2025, the company lent $6,000,000 to Golden Bridge Capital Management Limited as a temporary debt investment. The loan terms were later amended, increasing the interest rate from 5% to 7% annually[48][49] - The company is involved in two legal matters: a settled lawsuit with Trend Intermodal resulting in a $150,000 payment obligation, and an ongoing class-action lawsuit from drivers alleging misclassification as independent contractors, for which no loss is currently deemed probable[62] - On January 23, 2025, the company closed its IPO of 2,500,000 shares at $4.00 per share, receiving net proceeds of approximately $8.28 million[67] - The company has significant related-party transactions, including a loan from the CEO with an interest rate increased to 55% per annum, and payments to a family member for dispatch services and truck chassis purchases[74][75][76] - Subsequent to the quarter end, on May 8, 2025, the company entered into a $328,500 term loan with M&T Bank, maturing in May 2030[82] Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses Q1 2025 performance, highlighting a 2% revenue increase to $3.8 million driven by import growth, but a 173% surge in G&A expenses led to a net loss of $528,475 compared to a $111,090 profit in Q1 2024, though IPO proceeds of $8.28 million bolster liquidity Overview and Recent Developments - The company is a key truckload services provider for the recycling export supply chain and has expanded its footprint into Florida, Maryland, and Ensenada, Mexico[91] - Recent 2025 developments include new partnerships expected to drive significant revenue growth: Import Drayage partnership expected to add over $1 million in 2025 revenue; Recycling & Waste Management expanded service with Waste Management to add up to $2 million in additional annual revenue; Vietnam Freight Operations new partnership expected to drive 30% YoY revenue growth in 2025[93] Results of Operations Q1 2025 vs Q1 2024 Performance | Metric | Q1 2025 ($) | Q1 2024 ($) | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenues | $3,811,610 | $3,733,896 | $77,714 | 2% | | Costs of revenues | $3,313,567 | $3,254,946 | $58,621 | 2% | | General and administrative | $905,160 | $331,055 | $574,105 | 173% | | (Loss) income from operations | ($407,117) | $147,895 | ($555,012) | (375)% | | Net (loss) income | ($528,475) | $111,090 | ($639,565) | (576)% | - Revenue growth was driven by the import vertical, which increased by $258,041 (42.1%) YoY, offsetting a $160,804 (5.8%) decrease in the waste paper vertical[100][101] - The 173% increase in General and administrative expenses was primarily due to higher professional fees related to the IPO, travel expenses for business development, and depreciation[107] Other Performance Indicator (NLC) Number of Loads Completed (NLC) by Commodity | Commodity | Q1 2025 NLC (Loads) | Q1 2024 NLC (Loads) | Change (Loads) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Waste Paper | 3,929 | 4,094 | (165) | (4.0)% | | Import | 1,164 | 848 | 316 | 37.3% | | Waste Metal | 244 | 226 | 18 | 8.0% | | Forestry | 68 | 74 | (6) | (8.1)% | | Plastic | 77 | 118 | (41) | (34.8)% | | Total | 5,482 | 5,360 | 122 | 2.3% | Liquidity and Capital Resources - As of March 31, 2025, the company had cash of $1,739,834, primarily financed through operations and net proceeds of approximately $8.28 million from its January 2025 IPO[118][126] - In Q1 2025, net cash used in operating activities was $884,443, a significant decrease from $15,689 provided in Q1 2024, mainly due to the net loss and changes in operating assets and liabilities[120] - Net cash used in investing activities increased to $6,392,574 in Q1 2025 from $22,918 in Q1 2024, primarily due to the issuance of a $5.7 million note receivable and purchases of property and equipment[121] - Net cash provided by financing activities was $8,459,232 in Q1 2025, from the issuance of common stock in the IPO[122] Quantitative and Qualitative Disclosures About Market Risk The company states this section is not applicable, indicating it does not have significant exposure to market risks that would require quantitative disclosure under SEC rules for the period - The company has determined that this disclosure is not applicable[140] Controls and Procedures Management concluded disclosure controls and procedures were ineffective as of March 31, 2025, due to significant deficiencies in formal financial reporting policies for SEC disclosures, with remediation efforts underway - Management concluded that disclosure controls and procedures were not effective as of March 31, 2025[142] - The ineffectiveness is due to significant deficiencies related to a lack of formal financial reporting policies and procedures to address SEC disclosure requirements[143] - Remediation efforts are underway, including engaging external financial consultants and developing new internal control processes[144] PART II OTHER INFORMATION Legal Proceedings The company reports no awareness of legal proceedings with a material adverse effect on its business, with further details on current litigation in Note 7 of the financial statements - The company reports it is not aware of any legal proceedings that would have a material adverse effect on the business[148] Risk Factors This section is not applicable for a Form 10-Q, and the company directs investors to its most recent Annual Report on Form 10-K for a comprehensive discussion of risk factors - The company has determined that this disclosure is not applicable[149] Unregistered Sales of Equity Securities and Use of Proceeds During the quarter ended March 31, 2025, the company did not have any unregistered sales of equity securities, other than those previously disclosed, and no repurchases of its common stock were made during this period - There were no unregistered sales of equity securities during the period covered by this report, other than as previously disclosed[150] - No repurchases of common stock were made during the three months ended March 31, 2025[151] Other Items (3, 4, 5, 6) This section covers standard disclosure items, reporting no defaults on senior securities, inapplicable mine safety disclosures, no Rule 10b5-1 trading plan changes by directors or officers, and lists filed exhibits - Item 3: No defaults upon senior securities[152] - Item 4: Mine safety disclosures are not applicable[153] - Item 5: No directors or officers adopted or terminated a Rule 10b5-1 trading plan during the quarter[154]