Core Insights - Massimo Group is transitioning to a nearshoring manufacturing model to address global supply chain volatility and tariff pressures [1][2] - The initiative aims to reduce shipping risks, improve lead times, and enhance quality assurance and inventory management [2][3] - This strategic move is expected to improve gross margins, enhance working capital efficiency, and protect shareholder value [2][3] Manufacturing Strategy - The company is diversifying its manufacturing footprint beyond East Asia to establish production capabilities closer to North American markets [1][2] - New manufacturing locations will be developed in regions with skilled labor, favorable trade agreements, and alignment with U.S. quality standards [3] Operational Goals - By relocating production closer to end markets, Massimo aims to reduce reliance on long-haul container shipping and global ports [6] - The company seeks to improve fulfillment velocity across its dealer network and elevate ESG performance by reducing its carbon footprint [6] - There is an emphasis on accelerating the rollout of modular vehicle platforms and smart system integration [6] Market Positioning - The initiative positions Massimo to meet the growing demand for next-generation electric and climate-controlled powersports vehicles, including advanced UTVs and ATVs [3][4] - This transformation reflects a broader commitment to sustainable growth, innovation leadership, and strategic adaptability amid shifting global dynamics [4]

PART I. FINANCIAL INFORMATION This section details the company's unaudited financial statements, management's analysis, and internal controls [Item 1. Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) This section presents Massimo Group's unaudited Q1 2025 financial statements, showing decreased assets, revenue decline, and a net loss [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to **$46.4 million** by March 31, 2025, driven by reduced cash and liabilities, leading to lower equity Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $844 | $10,210 | | Inventories, net | $24,386 | $27,259 | | Total current assets | $35,096 | $43,623 | | **Total Assets** | **$46,350** | **$54,890** | | **Liabilities & Equity** | | | | Accounts payable | $5,729 | $9,572 | | Loan from a related party | $2,530 | $5,547 | | Total current liabilities | $19,564 | $25,739 | | **Total Liabilities** | **$26,448** | **$33,185** | | **Total Equity** | **$19,902** | **$21,704** | [Condensed Consolidated Statement of Operations](index=8&type=section&id=Condensed%20Consolidated%20Statement%20of%20Operations) Q1 2025 revenues declined **50.6%** to **$14.9 million**, resulting in a **$2.1 million** net loss compared to prior year's net income Q1 2025 vs Q1 2024 Performance (in thousands) | Metric | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Revenues | $14,902 | $30,152 | | Gross Profit | $4,225 | $10,451 | | Total Operating Expenses | $6,931 | $6,480 | | (Loss) Income from Operations | ($2,706) | $3,972 | | Net (Loss) Income | ($2,089) | $3,181 | | (Loss) Earnings per Share | ($0.05) | $0.08 | [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash decreased by **$9.4 million** in Q1 2025 due to increased cash usage in operations, investing, and financing activities Cash Flow Summary for the Three Months Ended March 31 (in thousands) | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | ($3,339) | ($637) | | Net cash (used in) provided by investing activities | ($3,000) | $24 | | Net cash (used in) provided by financing activities | ($3,027) | $55 | | **Net decrease in cash and cash equivalents** | **($9,366)** | **($559)** | [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Detailed notes cover accounting policies, IPO impact, revenue recognition, significant customer concentration, related party transactions, and legal contingencies - The company completed its IPO on April 4, 2024, raising approximately **$5.0 million** in net proceeds[27](index=27&type=chunk)[115](index=115&type=chunk) - Revenue is disaggregated into two main product categories: 'UTVs, ATVs and e-bikes' and 'Pontoon Boats'[52](index=52&type=chunk) - Significant customer concentration exists, with one customer representing **64%** of total revenues for the three months ended March 31, 2025[71](index=71&type=chunk) - The company has two ongoing significant legal proceedings: one with Taizhou Nebula Power Co. Ltd. regarding a **$2.3 million** claim, and another with Zhejiang Qunying Vehicle Co., Ltd. for an alleged **$6.0 million** in damages[132](index=132&type=chunk)[133](index=133&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.](index=35&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) Management discusses Q1 2025's **50.6%** revenue decline, gross margin contraction, net loss, and liquidity challenges, citing economic factors and trade tensions [Results of Operations](index=37&type=section&id=Results%20of%20Operations) Q1 2025 revenues dropped **50.6%** to **$14.9 million** due to reduced orders, leading to a gross margin contraction and pre-tax loss Revenue by Category (in millions) | Revenue Category | Q1 2025 | Q1 2024 | Change (%) | | :--- | :--- | :--- | :--- | | UTVs, ATVs and e-bikes | $15.4 | $28.7 | (46.2)% | | Pontoon Boats | $0.5 | $1.5 | (64.7)% | | **Total Revenue** | **$14.9** | **$30.2** | **(50.6)%** | - The decrease in revenue was primarily due to the contraction of the U.S. economy, reduced consumer spending, and uncertainty surrounding tariffs causing major big-box customers to reduce their orders[153](index=153&type=chunk) - Gross margin decreased from **34.7%** to **28.4%**, mainly due to an increase in freight absorbed in cost of sales[160](index=160&type=chunk) - General and administrative expenses increased by **2.7%** due to higher salaries, insurance, and professional fees related to being a public company[166](index=166&type=chunk) [Liquidity and Capital Resources](index=41&type=section&id=Liquidity%20and%20Capital%20Resources) Working capital was **$15.5 million**, but cash significantly decreased to **$0.8 million** due to operational and financing outflows - Working capital was **$15.5 million** as of March 31, 2025, with current assets of **$35.1 million** and current liabilities of **$19.6 million**[181](index=181&type=chunk) - Net cash used in financing activities was approximately **$3.0 million** in Q1 2025, primarily due to a repayment of a shareholder loan[178](index=178&type=chunk) - Management is confident it can support operational needs for the next 12 months by utilizing cash flows generated from operating activities[182](index=182&type=chunk) [Critical Accounting Policies and Estimates](index=43&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Key accounting estimates include sales returns, warranty provisions, credit losses, inventory obsolescence, and contingent liabilities - Key accounting estimates include sales returns, product warranty, allowance for credit loss, inventory provision, and contingent liabilities[188](index=188&type=chunk) Key Liability & Provision Balances (as of March 31, 2025) | Account | Balance | | :--- | :--- | | Sales Return Liabilities | $99,605 | | Warranty Liabilities | $386,798 | | Allowance for Credit Loss | ~$0.4 million | | Inventory Provision | $469,900 | [Item 3. Quantitative and Qualitative Disclosures About Market Risk.](index=45&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) The company is exempt from market risk disclosures as it qualifies as a smaller reporting company - The company is exempt from this disclosure requirement as it qualifies as a smaller reporting company[196](index=196&type=chunk) [Item 4. Controls and Procedures.](index=45&type=section&id=Item%204.%20Controls%20and%20Procedures.) Management identified a material weakness in disclosure controls and procedures, with remediation plans underway to enhance financial reporting processes - Management concluded that a material weakness existed in disclosure controls and procedures as of the end of the period[199](index=199&type=chunk) - The material weakness is related to ineffective controls over information and communication, and period-end financial disclosure and reporting processes[199](index=199&type=chunk) - Remediation plans are in process, focusing on implementing new approval procedures, additional monitoring controls, and improving communication between sales and accounting departments[200](index=200&type=chunk)[203](index=203&type=chunk) PART II. OTHER INFORMATION This section provides details on legal proceedings, risk factors, equity sales, defaults, and other miscellaneous disclosures [Item 1. Legal Proceedings.](index=47&type=section&id=Item%201.%20Legal%20Proceedings.) The company is involved in two significant lawsuits, including a **$2.3 million** claim under appeal and a **$6.0 million** claim scheduled for trial - Taizhou Nebula Power Co. Ltd. v. Massimo Motor Sports, LLC: Nebula claims **$2.34 million** for products shipped from 2017-2019. A judgment was entered for Nebula, and Massimo is appealing[205](index=205&type=chunk) - Zhejiang Qunying Vehicle Co., Ltd. v. Cho International, Inc: Zhejiang claims approximately **$6.0 million** in damages. The trial is scheduled for March 2026, and Massimo intends to vigorously defend the lawsuit[206](index=206&type=chunk) [Item 1A. Risk Factors.](index=47&type=section&id=Item%201A.%20Risk%20Factors.) No material changes to risk factors have occurred since the last Annual Report on Form 10-K/A filing - No material changes to risk factors have occurred since the last Annual Report on Form 10-K/A was filed[208](index=208&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.](index=47&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) The company reported no unregistered sales of equity securities during the period - None[210](index=210&type=chunk) [Item 3. Defaults Upon Senior Securities.](index=47&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities.) The company reported no defaults upon senior securities - None[211](index=211&type=chunk) [Item 4. Mine Safety Disclosures.](index=47&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) This item is not applicable to the company - Not applicable[212](index=212&type=chunk) [Item 5. Other Information.](index=47&type=section&id=Item%205.%20Other%20Information.) No directors or officers adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter - No directors or officers adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter[213](index=213&type=chunk) [Item 6. Exhibits.](index=49&type=section&id=Item%206.%20Exhibits.) This section lists exhibits filed with Form 10-Q, including officer certifications and Inline XBRL data files

As filed with the U.S. Securities and Exchange Commission on March 1, 2024 Registration Number 333-276095 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MASSIMO GROUP (Exact Name of Registrant as Specified in its Charter) (State or other jurisdiction of incorporation or organization) Nevada 3799 92-0790263 (Primary Standard Industrial Classification Code Number) 3101 W Miller Road (I.R.S. Employer Id ...

As filed with the U.S. Securities and Exchange Commission on February 7, 2024 Registration Number 333-276095 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MASSIMO GROUP (Exact Name of Registrant as Specified in its Charter) (State or other jurisdiction of incorporation or organization) Nevada 3799 92-0790263 (Primary Standard Industrial Classification Code Number) 3101 W Miller Road Garland, TX 7504 ...

As filed with the U.S. Securities and Exchange Commission on February 5, 2024 Registration Number 333-276095 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MASSIMO GROUP (Exact Name of Registrant as Specified in its Charter) (State or other jurisdiction of incorporation or organization) Nevada 3799 92-0790263 (Primary Standard Industrial Classification Code Number) 3101 W Miller Road Garland, TX 7504 ...

As filed with the U.S. Securities and Exchange Commission on December 15, 2023 Registration Number [ ] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MASSIMO GROUP (Exact Name of Registrant as Specified in its Charter) Nevada 3799 92-0790263 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) 3101 W Miller Road Garl ...