Massimo Group 10-Q for FY2026 Q2
Massimo Group (MAMO)
About this 10-Q
Massimo Group filed this 10-Q on August 13, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $14.92M
- down 21.1% from $18.92M a year earlier
- Net income
- $1.45M
- up 1769.7% from net income of $77.68K a year earlier
- Diluted EPS
- $0.03
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For
the quarterly period ended
OR
For the transition period from to
Commission
File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||
| The
|
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐ No
As of August 13, 2026, there were shares of the Company’s common stock issued and outstanding.
TABLE OF CONTENTS
| i |
Unless otherwise stated in this Quarterly Report on Form 10-Q (this “Report”), references to “we,” “us,” “our,” “Company” or “our Company” are to Massimo Group, a Nevada corporation, and its subsidiaries.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Report contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements contained in this Report other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, projected costs and our objectives for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “should,” “shall,” “intend,” “goal,” “objective,” “seek,” “expect,” and similar expressions or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including but not limited to:
| ● | We have a limited operating history on which to judge our performance and assess our prospects for future success. |
| ● | We rely on independent dealers and distributors to manage the retail distribution of many of our products, and their inability to secure adequate access to capital could materially and adversely affect our business. |
| ● | The majority of the products we purchase are manufactured in China and their operations are subject to risks associated with business operations in China. Any disruption of these manufacturers to supply us with appropriately priced products on a timely basis could have a material adverse effect on our business. |
| ● | Economic conditions that impact consumer spending, along with rising U.S.-China trade tensions and tariffs, may increase costs, disrupt our supply chain, and have a material adverse effect on our business and that of our partners. |
| ● | We currently maintain all of our cash and cash equivalents with three financial institutions. |
| ● | We face intense competition in all product lines, including from some competitors that have greater financial and marketing resources. |
| ● | Our future expansion plans are subject to uncertainties and risks, and distribution centers we intend to open may not result in increased sales or efficiencies. |
| ● | Our limited investment in research and development (“R&D”) of new products may adversely affect our ability to enhance existing products and develop and market new products. |
| ● | The high cost of delivering our Pontoon Boats may limit the geographic market for these products. |
| ● | Higher fuel costs can materially and adversely affect our business. |
| ● | We may require additional capital which may not be available. |
| ● | Our business depends on the efforts of our management, and our business may be severely disrupted if we lose their services. |
| ● | We may be unable to protect our intellectual property or may incur substantial costs as a result of litigation or other proceedings relating to our intellectual property. |
| ● | Significant product repair and/or replacement due to product warranty claims, liability claims or product recalls could have a material adverse impact on our business. |
| ii |
| ● | We are subject to laws, rules and regulations regarding product safety, health, environmental and noise pollution, and other issues. |
| ● | Our insurance may not be sufficient. |
| ● | We have been in the past, and may be, in the future subject to litigation relating to defective products that have caused property damage, physical injury, and death. |
| ● | We have not made use of confidentiality agreements in the past and, although we intend to rely on such agreements in future dealings with suppliers, employees, consultants, and other parties, the prior lack of or the breach of such agreements could adversely affect our business and results of operations. |
| ● | The market price of our common stock is likely to be highly volatile, and you could lose all or part of your investment. |
| ● | We have no current plans to pay cash dividends on our common stock for the foreseeable future. |
| ● | As an “emerging growth company” under applicable law, we are subject to lessened disclosure requirements, which could leave our stockholders with less information or fewer rights available to stockholders of more mature companies. |
| ● | If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they change their recommendations regarding our common stock adversely, the price of our common stock and trading volume could decline. |
| ● | Anti-takeover provisions in our Articles of Incorporation and Bylaws and Nevada law could discourage, delay, or prevent a change in control of our company and may affect the trading price of our common stock. |
| ● | Failure to establish and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and stock price. |
| ● | Failures or delays in our projects related to advanced security technologies, autonomous patrol platforms and/or AI-enabled security solutions. |
| ● | Our Bylaws provide that the Second Judicial District Court of Washoe County of the State of Nevada is the sole and exclusive forum for certain stockholder litigation matters. |
| ● | Other risks and uncertainties described in this Report, including those described in the “Risk Factors” section. |
Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, we undertake no duty to update any of these forward-looking statements after the date of this Report or to conform these statements to actual results or revised expectations.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.
We qualify all of the forward-looking statements in this Report by these cautionary statements.
| iii |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
MASSIMO GROUP AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2026 (UNAUDITED) AND DECEMBER 31, 2025
June 30, 2026 (unaudited) | December 31, 2025 | |||||||
| As of | ||||||||
June 30, 2026 (unaudited) | December 31, 2025 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | $ | $ | ||||||
| Inventories, net | $ | $ | ||||||
| Advance to suppliers | $ | $ | ||||||
| Prepaid and other current assets | $ | $ | ||||||
| Total current assets | $ | $ | ||||||
| NON-CURRENT ASSETS | ||||||||
| Property and equipment at cost, net | $ | $ | ||||||
| Right of use operating lease assets, net | $ | $ | ||||||
| Right of use financing lease assets, net | $ | $ | ||||||
| Intangible assets | $ | $ | ||||||
| Crypto Assets | $ | $ | ||||||
| Other non-current assets | $ | $ | ||||||
| Deferred tax assets | $ | $ | ||||||
| Total non-current assets | $ | $ | ||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | $ | ||||||
| Other payable, accrued expenses and other current liabilities | $ | $ | ||||||
| Return liabilities | $ | $ | ||||||
| Warranty liabilities | $ | $ | ||||||
| Contract liabilities | $ | $ | ||||||
| Current portion of obligations under operating leases | $ | $ | ||||||
| Current portion of obligations under financing leases | $ | $ | ||||||
| Income tax payable | $ | $ | ||||||
| Due to a shareholder | $ | $ | ||||||
| Total current liabilities | $ | $ | ||||||
| NON-CURRENT LIABILITIES | ||||||||
| Obligations under operating leases, non-current | $ | $ | ||||||
| Obligations under financing leases, non-current | $ | $ | ||||||
| Total non-current liabilities | $ | $ | ||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| Commitments and Contingencies | ||||||||
| EQUITY | ||||||||
| Common shares, $ par value, shares authorized, shares issued and outstanding as of June 30, 2026 and December 31, 2025 | ||||||||
| Additional paid-in-capital | $ | $ | ||||||
| Retained earnings | $ | $ | ||||||
| Total equity | $ | $ | ||||||
| TOTAL LIABILITIES AND EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-1 |
MASSIMO GROUP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(UNAUDITED)
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling expense | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Research and development expenses | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Income from operations | ( | ) | ||||||||||||||
| Other income (expense): | ||||||||||||||||
| Other income, net | ||||||||||||||||
| Unrealized loss on crypto assets | ( | ) | ( | ) | ||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other income (expense), net | ( | ) | ( | ) | ||||||||||||
| Income before income taxes | ( | ) | ||||||||||||||
| Provision for income taxes | ( | ) | ||||||||||||||
| Net income and comprehensive income | $ | $ | $ | $ | ( | ) | ||||||||||
| Earnings per Share – basic | $ | $ | $ | $ | ( | ) | ||||||||||
| Weighted average shares outstanding – basic | ||||||||||||||||
| Earnings per Share –diluted | $ | $ | $ | $ | ( | ) | ||||||||||
| Weighted average shares outstanding –diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-2 |
MASSIMO GROUP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025
(UNAUDITED)
| Shares* | Amount | Receivable | Capital | Earnings | Total | |||||||||||||||||||
| Common Share | Subscription | Additional Paid-in | Retained | |||||||||||||||||||||
| Shares* | Amount | Receivable | Capital | Earnings | Total | |||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | $ | |||||||||||||||||||
| Common stock issued upon vesting of RSUs | ( | ) | ||||||||||||||||||||||
| Stock-based compensation related to options | - | |||||||||||||||||||||||
| Stock-based compensation related to RSUs | - | |||||||||||||||||||||||
| Net income for the three months ended June 30, 2025 | - | $ | $ | $ | $ | |||||||||||||||||||
| Balance at June 30, 2025 | ||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | $ | |||||||||||||||||||
| Stock-option compensation reversal | - | ( | ) | ( | ) | |||||||||||||||||||
| Net income for the three months ended June 30, 2026 | - | |||||||||||||||||||||||
| Balance at June 30, 2026 | ||||||||||||||||||||||||
| Common Share | Subscription | Additional Paid-in | Retained | |||||||||||||||||||||
| Shares* | Amount | Receivable | Capital | Earnings | Total | |||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | $ | |||||||||||||||||||
| Common stock issued upon vesting of RSUs | ( | ) | ||||||||||||||||||||||
| Stock-based compensation related to options | - | |||||||||||||||||||||||
| Stock-based compensation related to RSUs | - | |||||||||||||||||||||||
| Net loss for the six months ended June 30, 2025 | - | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||
| Balance at June 30, 2025 | ||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | $ | |||||||||||||||||||
Reversal of stock-based compensation related to options | - | ( | ) | $ | $ | ( | ) | |||||||||||||||||
| Net income for the six months ended June 30, 2026 | - | |||||||||||||||||||||||
| Net income (loss) | - | |||||||||||||||||||||||
| Balance at June 30, 2026 | ||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-3 |
MASSIMO GROUP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
| 2026 | 2025 | |||||||
| Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation | ||||||||
| Non-cash operating lease expense | ||||||||
| Accretion of finance lease liabilities | ||||||||
| Amortization of finance lease right-of-use assets | ||||||||
| Fair value loss on Crypto assets | ||||||||
| Loss on disposal of property and equipment | ||||||||
| Provision for expected credit loss, net | ( | ) | ||||||
| Impairment loss of advances to supplier due to lawsuit | ||||||||
| Stock-option compensation (reversal) | ( | ) | ||||||
| Restricted stock unit compensation | ||||||||
| Deferred tax assets | ( | ) | ( | ) | ||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Inventories | ||||||||
| Advance to suppliers | ( | ) | ||||||
| Other assets | ( | ) | ||||||
| Due from a related party | ||||||||
| Accounts payables | ( | ) | ( | ) | ||||
| Other payable, accrued expense and other current liabilities | ( | ) | ||||||
| Tax payable | ||||||||
| Accrued warranty liabilities | ( | ) | ( | ) | ||||
| Accrued return liabilities | ( | ) | ( | ) | ||||
| Contract liabilities | ||||||||
| Due to shareholder | ||||||||
| Lease liabilities – operating lease | ( | ) | ( | ) | ||||
| Net cash (used in) provided by operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Proceed from sales of property and equipment | ||||||||
| Purchases of property and equipment | ( | ) | ||||||
| Purchase of intangible assets | ( | ) | ||||||
| Proceeds from short-term investment | ||||||||
| Net cash used in investing activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Net proceeds from bank loan | ||||||||
| Repayment of other loans | ||||||||
| Repayment of finance lease liabilities | ( | ) | ( | ) | ||||
| Repayment of shareholder loan | ( | ) | ||||||
| Proceed from common share issuances | ||||||||
| Proceeds from initial public offering, net of share issuance costs | ||||||||
| Due to shareholder | ||||||||
| Proceeds from subscription deposits | ||||||||
| Net cash provided by (used in) financing activities | ( | ) | ( | ) | ||||
| Net increase (decrease) in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents, beginning of the period | ||||||||
| Cash and cash equivalents, end of the period | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
| NON-CASH ACTIVITIES | ||||||||
| Right of use assets obtained in exchange for operating lease obligations | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-4 |
MASSIMO GROUP AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1 — ORGANIZATION AND BUSINESS DESCRIPTION
Massimo
Group (the “Company”) is a holding company established on October 10, 2022 under the laws of the State of Nevada. The
Company, through its subsidiaries, is primarily engaged in the manufacturing and sales of a wide selection of farm and ranch tested
utility terrain vehicles (“UTVs”), recreational all-terrain vehicles (“ATVs”), and pontoon and tritoon boats
(“Pontoon Boats”). On April 4, 2024, the Company closed its initial public offering (“IPO”) of
shares of its common stock at an IPO price of $ per share for aggregate gross proceeds of approximately $
Reorganization
On
June 1, 2023, in preparation for the Company’s IPO, the two initial shareholders transferred their
Before and after the Reorganization, the Company, together with its subsidiaries, is effectively controlled by the same controlling shareholders, and therefore the Reorganization is considered a recapitalization of entities under common control in accordance with Accounting Standards Codification (“ASC”) 805-50-25. The consolidation of the Company and its subsidiaries has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying condensed consolidated financial statements in accordance with ASC 805-50-45-5.
Details of the Company and its subsidiaries are set out below upon the Reorganization:
SCHEDULE OF SUBSIDIARIES
| Subsidiaries | Date of Incorporation | Jurisdiction of Formation | Percentage of direct/indirect Economic Ownership | Principal Activities | ||||||
| % | ||||||||||
| % | ||||||||||
| % | ||||||||||
On
June 1, 2023, the Company entered into two agreements with Asian International Securities Exchange Co., Ltd. (“AISE”) under
which AISE agreed to invest $
| F-5 |
MASSIMO GROUP AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
The accompanying consolidated financial statements, which include the accounts of Massimo Group and its wholly owned subsidiaries, have been prepared in conformity with generally accepted accounting principles in the United States of America (GAAP). All intercompany balances and transactions have been eliminated in consolidation.
Uses of estimates and assumptions
In preparing the consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on information as of the date of the consolidated financial statements. Significant accounting estimates required to be made by management include allowance for inventories, allowance for credit losses, sales return liabilities, warranty costs and the assessment and the disclosure of contingent liabilities. The Company evaluates its estimates and assumptions on an ongoing basis and its estimates on historical experience, current and expected future conditions and various other assumptions that management believes are reasonable under the circumstances based on the information available to management at the time these estimates and assumptions are made. Actual results and outcomes may differ significantly from these estimates and assumptions.
Cash and cash equivalents
Cash and cash equivalents consist of cash on hand, the balances with banks and the liquid investments with maturities of three months or less. The Company maintains all its bank accounts in the United States, which are insured by Federal Deposit Insurance Corporation (“FDIC”).
Accounts receivable, net
Accounts receivable represents trade receivable and are recognized initially at fair value and subsequently adjusted for any allowance for expected credit loss. The Company grants credit to customers, without collateral, under normal payment terms. The Company uses a loss rate method to estimate the allowance for credit losses. The Company evaluates the expected credit loss of accounts receivable based on customer financial condition and historical collection information adjusted for current market economic conditions and forecasts of future economic performance when appropriate. Loss-rate approach is based on the historical loss rates and expectations of future conditions. The Company writes off potentially uncollectible accounts receivable against the allowance for credit losses if it is determined that the amounts will not be collected.
| F-6 |
MASSIMO GROUP AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Inventories, net
Inventories
are stated at the lower of cost or net realizable value, using the first-in, first-out (FIFO) method. Costs include the cost of raw materials,
freight and duty. Any excess of cost over net realizable value is recognized as a provision for diminution in value. As of June 30, 2026
and December 31, 2025, the Company had inventory allowances of $
Advances to suppliers
Advances
to suppliers consist of balances paid for products, parts and accessories not yet received. The Company reviews these balances periodically
for impairment.
Property and equipment
Property and equipment are recorded at cost. Depreciation is provided in amounts sufficient to amortize the cost of the related assets over their useful lives using the straight-line method, as follows:
SCHEDULE OF PROPERTY AND EQUIPMENT USEFUL LIFE
| Useful life | ||
| Furniture and fixtures | ||
| Machinery equipment | ||
| Electronic equipment | ||
| Transportation equipment | ||
| Leasehold improvement |
Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gains or losses on disposals are determined by comparing proceeds with carrying amount and are recognized within “other income (expense)” in the unaudited condensed consolidated statements of operations and comprehensive income.
| F-7 |
MASSIMO GROUP AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Leases
The Company adopted Accounting Standards Update (“ASU”) No. 2016-02—Leases (Topic 842) since January 1, 2020, using a modified retrospective transition method permitted under ASU No. 2018-11. This transition approach provides a method for recording existing leases only at the date of adoption and does not require previously reported balances to be adjusted. The Company evaluates the contracts it enters into to determine whether such contracts contain leases. A contract contains a lease if the contract conveys the right to control the use of identified property or equipment for a period of time in exchange for consideration. At commencement, contracts containing a lease are further evaluated for classification as an operating or finance lease where the Company is a lessee.
Operating Leases
For operating leases, the Company measures its lease liabilities based on the present value of the total lease payments not yet paid discounted based on the more readily determinable of the rate implicit in the lease or its incremental borrowing rate, which is the estimated rate the Company would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The Company measures right-of-use (“ROU”) assets based on the corresponding lease liability adjusted for payments made to the lessor at or before the commencement date, and initial direct costs it incurs under the lease. The Company begins recognizing lease expense when the lessor makes the underlying asset available to the Company.
Lease cost for operating leases includes the amortization of the ROU asset and interest expense related to the operating lease liability. For leases with lease term less than one year (short-term leases), the Company records operating lease expense in its consolidated statements of operations on a straight-line basis over the lease term and record variable lease payments as incurred.
Finance Leases
Lease cost for finance leases where the Company is the lessee includes the amortization of the ROU asset, which is amortized on a straight-line basis and recorded to “Depreciation of right-of-use finance asset” and interest expense on the finance lease liability, which is calculated using the interest method and recorded to “Interest expense, net.” Finance lease ROU assets are amortized over the shorter of their estimated useful lives or the terms of the respective leases, including periods covered by renewal options that the Company is reasonably certain of exercising.
Impairment of long-lived assets
Long-lived
assets, primarily consists of property and equipment, are evaluated for impairment whenever events or changes in circumstances (such
as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying amount
may not be fully recoverable or that the useful life is shorter than the Company had originally estimated. When these events occur, the
Company evaluates the impairment by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected
to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows
is less than the carrying value of the assets, the Company recognizes an impairment loss based on the excess of the carrying value of
the assets over the fair value of the assets.
| F-8 |
MASSIMO GROUP AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Fair value of financial instruments
ASC 825-10 requires certain disclosures regarding the fair value of financial instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
| ● | Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
| ● | Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data. |
| ● | Level 3 — inputs to the valuation methodology are unobservable. |
Unless otherwise disclosed, the fair value of the Company’s financial instruments, including cash and cash equivalents, accounts receivables, short-term loans, which was grouped in other current assets, accounts payable, other payable, accrued expense and other liabilities, contract liabilities, due to shareholder and current portion of lease liabilities, approximates their recorded values due to their short-term maturities. The Company determined that the carrying value of the lease liabilities approximated their fair value as the interest rates used to discount the contracts approximate market rates. The Company noted no transfers between levels during any of the periods presented. Except for the crypto assets described below, the Company did not have any other assets or liabilities measured at fair value on a recurring or non-recurring basis as of June 30, 2026 and December 31, 2025.
The Company’s crypto assets consist of Bitcoin and are measured at fair value on a recurring basis using
quoted market prices in active markets, which are classified within Level 1 of the fair value hierarchy. Changes in fair value are recognized
in net income. The fair values of the Company’s crypto assets were $
Revenue recognition
The Company adopted ASC Topic 606, “Revenue from Contracts with Customers”. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, the Company applies the following steps:
Step 1: Identify the contract(s) with a customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation
The Company’s revenue is generated primarily by sales of UTVs, ATVs electric bikes (“e-bikes”), and Pontoon Boats. Revenue represented the amount of consideration to which the Company expects to be entitled in exchange for promised goods. Revenue is recorded when performance obligations are considered to be satisfied when control is transferred to our customers upon goods delivered to customers and acceptance by customers.
| F-9 |
MASSIMO GROUP AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Sales returns
As
of June 30, 2026 and December 31, 2025, the Company recorded sales return liabilities of $
Products warranty
As
of June 30, 2026 and December 31, 2025, the Company recorded warranty liabilities of $
Disaggregation of revenues
The Company disaggregates its revenue from contracts by products, as the Company believes it best depicts how the nature, amount, timing and uncertainty of the revenue and cash flows are affected by economic factors. The Company’s disaggregation of revenues for the three and six months ended June 30, 2026 and 2025 is disclosed in Note 18.
Cost of revenues
Cost of revenues includes all of the costs and expenses directly related to the production of goods and services included in revenues. Cost of revenues primarily consists of cost of products, freight and duty allocated and warehouse related overhead, such as salaries and benefits, rent, warehouse supplies and depreciation expenses.
For
the three months ended June 30, 2026 and 2025, freight and duty included in cost of revenues amounted to a recovery of $
| F-10 |
MASSIMO GROUP AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Shipping and handling costs
Shipping
and handling costs included in selling expense were $
401(k) benefit plan
The
401(k) benefit plan covers substantially all employees and allows voluntary employee contributions up to the annually adjusted Internal
Revenue Service dollar limit. These voluntary contributions are matched equal to
Income taxes
Before the Reorganization, the Company elected to be taxed as an S Corporation for federal and state income tax purposes. As an S Corporation, the Company is not subject to federal income tax and state tax in Texas. As such, shareholders are taxed on their pro rata share of earnings and deductions of the Company, regardless of the amount of distributions received. After the Reorganization, the Company is subjected to U.S. federal income tax at 21% and the margin tax in the state of Texas.
Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.
The Company accounts for uncertain tax positions in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic No. 740, “Accounting for Uncertainty in Income Taxes.” A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded.
| F-11 |
MASSIMO GROUP AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Income taxes (continued)
Significant judgment is also required in evaluating the Company’s uncertain income tax positions and provisions for income taxes. Liabilities for uncertain income tax positions are recognized based on a two-step approach. The first step is to evaluate whether an income tax position has met the recognition threshold by determining if the weight of available evidence indicates that it is more likely than not to be sustained upon examination. The second step is to measure the income tax position that has met the recognition threshold as the largest amount that is more than 50% likely of being realized upon settlement. The Company continually assesses the likelihood and amount of potential adjustments and adjusts the income tax provisions, income taxes payable and deferred income taxes in the period in which the facts that give rise to a revision become known. The Company recognizes interest and penalties related to uncertain income tax positions as interest expense.
The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted-average common shares outstanding for the period. Diluted EPS presents the dilutive effect of potential common shares, such as options, warrants and restricted stock units, as if they had been converted at the beginning of the period presented, or at the issuance date, if later. Potential common shares that have an anti-dilutive effect are excluded from diluted EPS. See Note 15 for the period-specific reconciliation.
Stock Based compensation
The Company follows the provisions of ASC 718, “Compensation—Stock Compensation” (“ASC 718”), which establishes the accounting for employee share-based awards. For employee share-based awards, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense with graded vesting on a straight-line basis over the requisite service period for the entire award.
Segment reporting
The Company follows ASC 280, “Segment Reporting.” The Company’s Chief Executive Officer or chief operating decision-maker reviews the consolidated financial results when making decisions about allocating resources and assessing the performance of the Company based on the product type. As a result, the Company has identified two reportable segments, which reflect the way the business is managed and operated. The Company operates and manages its business as two segments. As the Company’s long-lived assets are all located in the United States and substantially all the Company’s revenues are derived from within the United States, no geographical segments are presented.
Concentration and risks
a. Concentration of credit risk
The
standard FDIC insurance amount is $
To limit the exposure to credit risk relating to deposits, the Company primarily places cash deposits with large financial institutions in the United States. The Company conducts credit evaluations of its customers and generally does not require collateral or other security from them. The Company establishes an accounting policy to provide for current expected credit losses based on the individual customer’s financial condition, credit history, and the current economic conditions.
| F-12 |
MASSIMO GROUP AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Concentration and risks (continued)
b. Foreign Exchange Risk
Most of our raw materials are imported from China. The value of the Chinese Yuan against the U.S. dollar is affected by the changes in China and United States economic conditions. We do not believe that we currently have any significant direct foreign exchange risk and have not used any derivative financial instruments to hedge exposure to such risk.
c. Interest Rate Risk
Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. Our exposure to interest rate risk primarily relates to the interest rates from our lessors and our borrowings with banks. The shareholder loans bear no interest. Our leasing obligations’ interest rates are fixed at the commencement date of the leases. We have not been exposed to material risks due to the fact that our borrowing from the bank is not significant. And we have not used any derivative financial instruments to manage our interest risk exposure. However, we cannot provide assurance that we will not be exposed to material risks due to changes in market interest rate in the future.
d. Liquidity Risk
Liquidity risk arises through the excess of financial obligations over available financial assets due at any point in time. Our objective in managing liquidity risk is to maintain sufficient readily available reserves in order to meet our liquidity requirements at any point in time. We achieve this by maintaining sufficient cash and banking facilities.
e. Significant customers
One
customer accounted for
As
of June 30, 2026, one customer represented
f. Significant suppliers
For the three months ended June 30, 2026, two suppliers represented % and % of purchases. For the three months ended June 30, 2025, three suppliers represented %, % and % of purchases. For the six months ended June 30, 2026, two suppliers represented % and % of purchases.
For the six months ended June 30, 2025, two suppliers represented % and % of purchases. As of June 30, 2026, three suppliers represented %, % and % of the supplied accounts-payable aging population. As of June 30, 2025, three suppliers represented %, % and % of accounts payable.
| F-13 |
MASSIMO GROUP AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Recent accounting pronouncements
The Company considers the applicability and impact of all ASUs. Management periodically reviews new accounting standards that are issued.
The Jumpstart Our Business Startups Act provides that an emerging growth company (“EGC”) as defined therein can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an EGC to delay adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has adopted the extended transition period.
In December 2023, the FASB issued ASU No. 2023-09, “Improvements to Income Tax Disclosures” (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income tax paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2026. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. This ASU will likely result in the required additional disclosures being included in the Company’s condensed consolidated financial statements, once adopted.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures, which requires disaggregated disclosure of certain costs and expenses, including purchases of inventory, employee compensation, depreciation, amortization, and depletion, within relevant income statement captions. The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating this ASU to determine the impact of adoption on its condensed consolidated financial statements and related disclosures.
The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated balance sheets, statements of income and comprehensive income and statements of cash flows.
| F-14 |
MASSIMO GROUP AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 3 — ACCOUNTS RECEIVABLE, NET
Accounts receivable consisted of the following:
SCHEDULE OF ACCOUNTS RECEIVABLE
| June 30, 2026 | December 31, 2025 | |||||||
| Accounts receivable – third parties | $ | $ | ||||||
| Less: allowance for credit loss | $ | ( | ) | $ | ( | ) | ||
| Accounts receivable, net | $ | $ | ||||||
The
Company did
The
Company recorded a provision for credit losses of $
The movement of allowance for credit loss are as follows:
SCHEDULE OF MOVEMENT OF ALLOWANCE FOR CREDIT LOSS
| June 30, 2026 | December 31, 2025 | |||||||
| Balance as of beginning | $ | $ | ||||||
| Additional of provision | $ | $ | ||||||
| Ending balance | $ | $ | ||||||
The Company’s accounts receivable balances as of June 30, 2026 and December 31, 2025 are pledged for its line of credit facility at Cathay Bank.
NOTE 4 — INVENTORIES
Inventories consist of the following:
SCHEDULE OF INVENTORIES
| June 30, 2026 | December 31, 2025 | |||||||
| Products | $ | $ | ||||||
| Parts and accessories | $ | $ | ||||||
| Inventories in transit | $ | $ | ||||||
| Freight and duty | $ | $ | ||||||
| Inventory, gross | $ | $ | ||||||
| Less: inventory allowance | $ | ( | ) | $ | ( | ) | ||
| Inventories, net | $ | $ | ||||||
inventory impairment provision was recorded for the three or six months ended June 30, 2026 or 2025.
The inventory allowance movement is as follows:
SCHEDULE OF INVENTORY ALLOWANCE
| June 30, 2026 | December 31, 2025 | |||||||
| Beginning balance | $ | $ | ||||||
| Addition of provision | - | |||||||
| Ending balance | $ | $ | ||||||
As
of June 30, 2026 and December 31, 2025, inventories with carrying amounts of approximately $
| F-15 |
MASSIMO GROUP AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 5 — ADVANCE TO SUPPLIERS
Advance to suppliers consisted of the following:
SCHEDULE OF ADVANCE TO SUPPLIERS
| June 30,2026 | December 31, 2025 | |||||||
| Advance to suppliers | $ | $ | ||||||
| Less: impairment loss allowance due to irrecoverable prepayment | - | |||||||
| Advance to suppliers, net | $ | $ | ||||||
impairment loss on advances to suppliers was recorded for the three or six months ended June 30, 2026 or 2025.
NOTE 6 — PREPAID AND CURRENT ASSETS
Other current assets consist of the following:
SCHEDULE OF PREPAID AND OTHER CURRENT ASSETS
| June 30, 2026 | December 31, 2025 | |||||||
| Prepayment | $ | $ | ||||||
| Other receivables | $ | $ | ||||||
| Total | $ | $ | ||||||
NOTE 7 — PROPERTY AND EQUIPMENT, NET
Property and equipment, net, consist of the following:
SCHEDULE OF PROPERTY AND EQUIPMENT, NET
| June 30, 2026 | December 31, 2025 | |||||||
| Furniture and Fixtures | $ | $ | ||||||
| Machinery equipment | $ | $ | ||||||
| Vehicles | $ | $ | ||||||
| Electronic equipment | $ | $ | ||||||
| Leasehold improvement | $ | $ | ||||||
| Subtotal | $ | $ | ||||||
| Less: accumulated depreciation and amortization | $ | ( | ) | $ | ( | ) | ||
| Property and equipment, net | $ | $ | ||||||
Depreciation
expense was $
Property
and equipment additions were $
| F-16 |
MASSIMO GROUP AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 8 — LEASES
The
monthly rent for the Company’s approximately
Total
operating lease expense for the three months ended June 30, 2026 and 2025 was $
Total
operating lease expense for the six months ended June 30, 2026 and 2025 was $
Accretion
of finance lease liabilities was $
Accretion
of finance lease liabilities was $
Supplemental balance sheet information related to operating and financing leases was as follows:
SCHEDULE OF SUPPLEMENTAL BALANCE INFORMATION RELATED TO OPERATING AND FINANCING LEASES
Operating leases
| June 30, 2026 | December 31, 2025 | |||||||
| Operating lease liabilities - current | $ | $ | ||||||
| Operating lease liabilities - non-current | $ | $ | ||||||
| Total | $ | $ | ||||||
Financing leases
| June 30, 2026 | December 31, 2025 | |||||||
| Finance lease liabilities - current | $ | $ | ||||||
| Finance lease liabilities - non-current | $ | $ | ||||||
| Total | $ | $ | ||||||
| F-17 |
MASSIMO GROUP AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 8 — LEASES (continued)
The following table includes supplemental cash flow and non-cash information related to leases:
SCHEDULE OF SUPPLEMENTAL CASH FLOW AND NON-CASH INFORMATION
Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | |||||||
| Cash paid of amounts included in the measurement of lease liabilities: | ||||||||
| Operating cash flows used in operating leases | $ | $ | ||||||
| Financing cash flows used in finance leases | $ | $ | ||||||
| Right-of-use assets obtained in exchange for lease obligations: | ||||||||
| Finance lease liabilities | $ | $ | ||||||
| Right-of-use assets obtained in exchange for lease obligations: Finance lease liabilities | $ | |||||||
| Operating lease liabilities | $ | $ | ||||||
The weighted average remaining lease terms and discount rates for all of operating lease and finance leases were as follows:
SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERMS AND DISCOUNT RATES
| June 30, 2026 | December 31, 2025 | |||||||
| Weighted-average remaining lease term (years): | ||||||||
| Finance lease | ||||||||
| Operating leases | ||||||||
| Weighted average discount rate: | ||||||||
| Finance leases | % | % | ||||||
| Operating leases | % | % | ||||||
The following is a schedule of maturities of operating and finance lease liabilities as of June 30, 2026:
SCHEDULE OF MATURITIES OF OPERATING AND FINANCE LEASE LIABILITIES
Operating leases
| Twelve months ending June 30, | ||||
| Operating leases | ||||
| 2027 | $ | |||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| 2031 and after | ||||
| Total future minimum lease payments | $ | |||
| Less: imputed interest | ( | ) | ||
| Present value of operating lease liabilities | $ |
Finance leases
| Twelve months ending June 30, | ||||
| Finance leases | ||||
| 2027 | $ | |||
| 2028 | ||||
| 2029 | ||||
| Total future minimum lease payments | $ | |||
| Less: imputed interest | ( | ) | ||
| Present value of finance lease liabilities | $ |
| F-18 |
MASSIMO GROUP AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 9 —RETURN LIABILITIES
The following table shows changes in the Company’s accrued return:
SCHEDULE OF ACCRUED RETURN LIABILITIES
| June 30, 2026 | December 31, 2025 | |||||||
| Balance as of beginning | $ | $ | ||||||
| Actual recognized products return | ( | ) | ( | ) | ||||
| Accruals for product return liabilities | ||||||||
| Ending balance | $ | $ | ||||||
NOTE 10 — WARRANTY LIABILITIES
The following table shows changes in the Company’s accrued warranties and related costs:
SCHEDULE OF ACCRUED WARRANTIES AND RELATED COSTS
| June 30, 2026 | December 31, 2025 | |||||||
| Balance as of beginning | $ | $ | ||||||
| Cost of warranty claims | ( | ) | ( | ) | ||||
| Accruals for product warranty | ||||||||
| Ending balance | $ | $ | ||||||
NOTE 11 — OTHER PAYABLE, ACCRUED EXPENSE AND OTHER CURRENT LIABILITY
The following table shows breakdown of Company’s other payable, accrued expense and other current liabilities:
SCHEDULE OF OTHER PAYABLE ACCRUED EXPENSE AND OTHER CURRENT LIABILITIES
| June 30, 2026 | December 31, 2025 | |||||||
| Credit card liabilities | $ | $ | ||||||
| Other current liabilities | $ | $ | ||||||
| Accrual for litigation (a) | $ | $ | ||||||
| Total | $ | $ | ||||||
Note
(a): The balance mainly represented a $
| F-19 |
MASSIMO GROUP AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 12 — RELATED PARTY TRANSACTIONS
The relationship of related parties is summarized as follows:
SCHEDULE OF RELATIONSHIP OF RELATED PARTIES
| Name of Related Party | Relationship to the Company | |
| David Shan | ||
| Miller Creek Holdings LLC | ||
| Vessel Technology Inc. |
(a) Due to shareholder
SCHEDULE OF DUE TO SHAREHOLDER
| June 30, 2026 | December 31, 2025 | |||||||
| Loan from David Shan, opening balance | $ | $ | ||||||
| Repayment | $ | $ | ( | ) | ||||
| Loan from David Shan , ending balance | $ | $ | ||||||
| Non-current | - | |||||||
| Current | $ | $ | ||||||
On
January 3, 2024, the Company entered into an unsecured loan agreement with Mr. David Shan. The outstanding balance was classified as
current. The Company made repayments during the six months ended June 30, 2026 and made repayments totaling $
On June 23, 2026, the Company entered into a separate unsecured loan agreement with Mr. David Shan, pursuant
to which Mr. Shan agreed to provide a draw-down loan facility of up to $
| F-20 |
MASSIMO GROUP AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 13 — TAXES
Corporate Income Taxes
Massimo
Motor and Massimo Marine were incorporated in the United States and are subject to a statutory income tax rate at
Massimo
Motor Sports and Massimo Marine are subject to U.S. federal income tax at
The provision for income tax consists of the following:
SCHEDULE OF INCOME TAX PROVISION
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Income tax provision – current | $ | $ | $ | $ | ||||||||||||
| Income tax (recovery) - deferred | ( | ) | ( | ) | ||||||||||||
| Income tax provision | $ | $ | $ | $ | ( | ) | ||||||||||
The following table reconciles the statutory tax rate to the Company’s effective tax:
SCHEDULE OF RECONCILIATION OF INCOME TAXES
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net income before income taxes | $ | $ | $ | $ | ( | ) | ||||||||||
| Income tax at the federal statutory rate | % | % | % | % | ||||||||||||
| Statutory U.S. federal income tax | ( | ) | ||||||||||||||
| State margin tax | ||||||||||||||||
| Other permanent differences, net | ( | ) | ( | ) | ||||||||||||
| Total | $ | $ | $ | $ | ( | ) | ||||||||||
| F-21 |
MASSIMO GROUP AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 13 — TAXES
Corporate Income Taxes (continued)
The Company’s deferred tax assets and liabilities consist of the following:
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES
| June 30, 2026 | December 31, 2025 | |||||||
| Deferred tax assets: | ||||||||
| Allowance for credit loss | $ | $ | ||||||
| Property and equipment | $ | $ | ||||||
| Lease liability – operating | $ | $ | ||||||
| Lease liability – financing | $ | $ | ||||||
| Other temporary difference | $ | $ | ||||||
| Total deferred tax assets | $ | $ | ||||||
| Deferred tax liabilities: | ||||||||
| Right of use assets – operating | $ | ( | ) | $ | ( | ) | ||
| Right of use assets – financing | $ | ( | ) | $ | ( | ) | ||
| Total deferred tax liabilities | $ | ( | ) | $ | ( | ) | ||
| Deferred tax assets (liabilities), net | $ | $ | ||||||
NOTE 14 — SHAREHOLDERS’ EQUITY
Common Shares
Based on the Company’s Articles of Incorporation, the authorized number of common stock was shares of common stock with a par value of $, of which common shares were issued on June 1, 2023. The authorized number of preferred stock was shares of preferred stock with a par value of $, and preferred shares were issued. All share information included in these condensed consolidated financial statements has been retroactively adjusted for the Reorganization as if the common-share issuance occurred on the first day of the first period presented. No shares were issued during the three or six months ended June 30, 2026.
As of June 30, 2026 and December 31, 2025, shares of common stock were issued and outstanding.
| F-22 |
MASSIMO GROUP AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 14 — SHAREHOLDERS’ EQUITY (continued)
Initial Public Offering
On
April 4, 2024, the Company closed its IPO of shares of common stock at $ per share for gross proceeds of approximately
$
Common Shares Issued for Service
On June 18, 2024, the Company signed a twelve-month consulting agreement with TJCM Asset Management LLC. On June 21, 2024, the Company issued shares of common stock as partial prepayment for services. The agreement was terminated by mutual agreement on November 29, 2024, and of those shares were cancelled.
Representative’s Warrants
Pursuant
to the Underwriting Agreement, the Company issued to the Representative and its designee warrants (the “Representative’s
Warrants”) to purchase
Management
determined that these warrants meet the requirements for equity classification under ASC 815-40 because they are indexed to their own
shares and meet the requirements for equity classification. The warrants were recorded at fair value on the date of grant as a component
of shareholders’ equity. The fair value of these warrants was $
As
of June 30, 2026,
For the three months ended June 30, 2026, potential common shares from outstanding stock options and warrants were excluded from diluted earnings per share because their exercise prices exceeded the average market price. No RSUs were outstanding.
For the six months ended June 30, 2026, potential common shares from outstanding stock options and warrants were excluded because their effect would have been anti-dilutive. No RSUs were outstanding.
For the three months ended June 30, 2025, unvested RSUs were included in diluted weighted-average shares. For the six months ended June 30, 2025, potential common shares were excluded because the Company incurred a net loss.
SCHEDULE OF EARNINGS PER SHARE
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net income attributable to the Company | $ | $ | $ | $ | ( | ) | ||||||||||
| Weighted average number of common shares outstanding – basic | ||||||||||||||||
| Dilutive securities – unvested RSU | ||||||||||||||||
| Weighted average number of common shares outstanding – diluted | ||||||||||||||||
| Earnings per share – basic | $ | $ | $ | $ | ( | ) | ||||||||||
| Earnings per share – diluted | $ | $ | $ | $ | ( | ) | ||||||||||
| F-23 |
MASSIMO GROUP AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 16 — EMPLOYEE STOCK PLANS
Equity Incentive Plans
On May 22, 2024, the Company’s Board approved the 2024 Equity Incentive Plan (“2024 Plan”) and Restricted Stock Units (“RSUs”) Agreements. The 2024 Plan and RSUs Agreement authorized the award of stock options, RSUs to employees and directors.
The Company recorded RSU compensation expense for the three or six months ended June 30, 2026. RSU compensation expense was $ and $ for the three and six months ended June 30, 2025, respectively.
SUMMARY OF RESTRICTED STOCK UNIT ACTIVITY
Number of RSUs | Weighted Grant Date Fair | Weighted Average Remaining Life in Years | ||||||||||
| Unvested at December 31, 2025 | $ | - | ||||||||||
| Vested | - | |||||||||||
| Unvested at June 30, 2026 | $ | - | ||||||||||
Options
On May 22, 2024, the Company signed a stock option agreement with Mr. David Shan, the Company’s Executive Chairman of the Board of Directors and former Chief Executive Officer, and two other executives of the Company, in connection with the 2024 Plan.
On May 22, 2024, the Company granted Mr. David Shan options to purchase common shares under an incentive stock option plan at an exercise price of $ per share. The awards vested in two equal annual installments beginning May 22, 2024 and expire on .
On May 22, 2024, the Company also granted Mr. Shan options to purchase common shares under a nonqualified stock option plan at an exercise price of $ per share. The awards vested in two equal annual installments beginning May 22, 2024 and expire on .
| F-24 |
MASSIMO GROUP AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 16 — EMPLOYEE STOCK PLANS (continued)
Options (continued)
On May 22, 2024, the Company granted two executives options to purchase an aggregate of common shares at $ per share. The awards vested in two equal annual installments beginning May 22, 2024 and expire on May 21, 2034. During the second quarter of 2026, unexercised options held by the former CFO lapsed following termination.
As of June 30, 2026, the intrinsic value of outstanding stock options was .
The Company recorded reversals of option compensation expense of $ and $ for the three and six months ended June 30, 2026, respectively. Option compensation expense was $ and $ for the three and six months ended June 30, 2025, respectively.
SCHEDULE OF SHARE OPTION ACTIVITY
Number of Options | Weighted Average Exercise Price | Weighted Average Remaining Life in Years | ||||||||||
| Outstanding at December 31, 2025 | $ | |||||||||||
| Exercisable at December 31, 2025 | ||||||||||||
| Granted | - | |||||||||||
| Cancelled / lapsed | ( | ) | - | |||||||||
| Vested | - | |||||||||||
| Unvested at June 30, 2026 | $ | - | ||||||||||
| Exercisable at June 30, 2026 | $ | |||||||||||
As of June 30, 2026, unrecognized compensation cost related to outstanding RSUs and stock options was .
NOTE 17 — COMMITMENTS AND CONTINGENCIES
Contingencies
The Company may be involved in certain legal proceedings, claims and disputes arising from the commercial operations, which, in general, are subject to uncertainties and in which the outcomes are not predictable. The Company determines whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. Although the Company can give no assurances about the resolution of pending claims, litigation or other disputes and the effect such outcomes may have on the Company, the Company believes that any ultimate liability resulting from the outcome of such proceedings, to the extent not otherwise provided or covered by insurance, will not have a material adverse effect on the Company’s condensed consolidated balance sheets or results of operations or liquidity as of June 30, 2026 and December 31, 2025, except the two discussed below.
Litigation
Taizhou Nebula Power Co. Ltd. v. Massimo Motor Sports, LLC
In
September 2020, Taizhou Nebula Power Co. Ltd. (“Nebula”) filed suit against us in the Dallas County District of Texas. Nebula
has alleged that we owe them $
| F-25 |
MASSIMO GROUP AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 17 — COMMITMENTS AND CONTINGENCIES (continued)
Litigation (continued)
Zhejiang Qunying Vehicle Co., Ltd. v. Cho International, Inc
On
September 5, 2023, Zhejiang Qunying Vehicle Co., Ltd. (“Zhejiang Qunying”) filed suit against the Company and ten other
corporate entities in the Superior Court of the State of California for Orange County. Zhejiang Qunying alleges claims of
approximately $
NOTE 18 — SEGMENT REPORTING
An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, and is identified on the basis of the internal financial reports that are provided to and regularly reviewed by the Company’s chief operating decision maker in order to allocate resources and assess performance of the segment.
The
Company is primarily engaged in the business of manufacturing and sales of a wide selection of farm and ranch tested UTVs, recreational
ATVs, and Pontoon Boats. The Company has identified that the Company engages in two distinct business activities, generates revenues
from different products, and individually holds assets exceeding 10% of the Group’s consolidated total. Hence, the Company concludes
that it has
The following table presents sales by product categories for the three and six months ended June 30, 2026 and 2025, respectively:
SCHEDULE OF SALES BY PRODUCT CATEGORIES
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| UTVs, ATVs and e-bikes | $ | $ | $ | $ | ||||||||||||
| Pontoon Boats | ||||||||||||||||
| Repurchase of goods under litigation settlement | $ | $ | $ | $ | ( | ) | ||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
NOTE 19 — SUBSEQUENT EVENTS
The Company evaluated subsequent events through the date these condensed consolidated financial statements were issued. No material subsequent events requiring recognition or disclosure were identified, except as otherwise disclosed herein.
| F-26 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q (this “Report”), and with the audited financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (“fiscal 2025”), filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2026. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Some of the numbers included herein have been rounded for the convenience of presentation. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors. See “Cautionary Note Regarding Forward-Looking Statements.”
Overview of Company
Massimo Group is a holding company established on October 10, 2022 under the laws of the State of Nevada. The Company, through its subsidiaries, is primarily engaged in the manufacturing and sales of a wide selection of farm and ranch tested UTVs, recreational ATVs, and Pontoon Boats. Mr. David Shan, our Executive Chairman of the Board of Directors and former Chief Executive Officer, is the controlling shareholder (the “Controlling Shareholder”) of the Company.
In advance of our initial public offering and listing on Nasdaq, we completed a reorganization of the Company’s legal structure on June 1, 2023 (the “Reorganization”). At that time, the Controlling Shareholder transferred his 85% equity interest in Massimo Motor and 85% equity interest in Massimo Marine to Massimo. Together with the 15% non-controlling interests which were also transferred to the Company, after the Reorganization, Massimo owned 100% equity interests of Massimo Motor and Massimo Marine.
Before and after the Reorganization, we, together with our subsidiaries, are effectively controlled by the same Controlling Shareholder, and therefore, the Reorganization is considered as a recapitalization of entities under common control in accordance with ASC 805-50-25. The consolidation of the Company and our subsidiaries have been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements in accordance with ASC 805-50-45-5.
We currently generate most of our revenues from sales of UTVs, ATVs and electric bikes, which represented 94.1% and 97.7% of total revenue for the six months ended June 30, 2026 and 2025, respectively.
We also generate revenue from sales of Pontoon Boats, which represented 5.9% and 2.3% of total revenue for the six months ended June 30, 2026 and 2025, respectively.
Trends and Key Factors that Affect Operating Results
We believe the most significant factors that affect our business and results of operations include the following:
Risk of intense competition in the industry: The Powersports Vehicles and Boat Industry is highly competitive. Competition in such markets is based upon a number of factors, including price, quality, reliability, styling, product features and warranties. At the dealer level, competition is based on a number of factors including sales and marketing support programs (such as financing joint advertising programs and cooperative advertising). Certain competitors are more diversified and have financial and marketing resources which are substantially greater than ours, which allow these competitors to invest more heavily in intellectual property, product development, and sales and marketing support. If we are not able to compete with new products, customer services, product features or models comparable or superior to those of our competitors, or attract new dealers, our business, results of operations or financial condition could be materially and adversely affected. We are subject to competitive pricing. Such pricing pressure may limit our ability to maintain prices or to increase prices for our products in response to raw material, component and other cost increases and so negatively affect our profit margins.
| 1 |
Risk of economic and policy changes within China: We import our products from various Chinese suppliers. The Chinese government continues to play a significant role in regulating industries within China by imposing industrial policies, providing subsidies and heavily regulating or prohibiting unwanted activities. There is no assurance the Chinese government will not interfere with the operations of our various suppliers. In addition, the Chinese government has implemented certain measures, including interest rate adjustments, to control the pace of economic growth in China. These measures, along with other economic, political and/or social developments in China may affect our China-based suppliers, which may adversely affect our business and operating results. We also import products from Taiwan. The Taiwan issue is a longstanding point of contention between China and the United States. The U.S. maintains unofficial relations with Taiwan, while also recognizing the One China policy, which acknowledges Beijing as the legitimate government of Taiwan. Both China and the U.S. have engaged in military posturing around the Taiwan Strait. This increases the risk of accidental clashes or misunderstandings that could escalate into conflict, which will affect both our China-mainland-based and Taiwan-based suppliers. Additionally, both U.S. and Chinese governments have imposed tariffs on certain products and taken other actions that have had an adverse impact on trade between the two countries.
Risk of unavailability of additional capital: We will require significant expenditures to fund future growth. We have funded our growth to date out of the proceeds of the IPO and internal sources of liquidity or through additional financing from external sources. Our ability to obtain external financing in the future at a reasonable cost is subject to a variety of uncertainties, including our future financial condition, results of operations and cash flows and the condition of the global and domestic financial markets. If we require additional funds and cannot obtain them on acceptable terms when required or at all, we may be unable to fulfill our working capital needs, upgrade our existing facilities or expand our business and may have to reduce the level of our operations. These factors may also prevent us from entering into transactions that would otherwise benefit our business or implementing our future strategies. Any debt financing that we undertake may be expensive and might impose covenants that restrict our operations and strategic initiatives, including limitations on our ability to incur liens or additional debt, pay dividends, repurchase our capital stock, make investments and engage in mergers, consolidations and asset sale transactions. Equity financings may be on terms that are dilutive or potentially dilutive to our shareholders, and the prices at which new investors would be willing to purchase our equity securities may be lower than the trading prices of such equities. If new sources of financing are required, but are unattractive, insufficient or unavailable, then we could be required to modify our business plans or growth strategy which could have a material adverse effect on our business, results of operations or financial condition.
Risk related to overseas freights fluctuation: The inflation rate and supply chain crisis experienced in 2021 and 2022 led to a significant increase in overseas freight costs. However, by December 31, 2025, there was a notable easing in both inflation and freight costs, reflecting an improvement in economic conditions and a stabilization in the supply chain.
Risk of uncertainty in the cost and production level of raw materials: We depend on third party suppliers to manufacture many of the products we sell, in particular, ATVs and UTVs, as opposed to our Pontoon Boats which we manufacture in our Dallas facility. For the period ended June 30, 2026, we purchased approximately 72% of our products from two of these suppliers. Competition for the output of these suppliers is intense. If these independent suppliers were unwilling or unable to supply us with products at prices which enable us to maintain our gross margins, it would materially and adversely affect our business, results of operations or financial condition. Although we are looking to broaden our supplier base and to reduce our dependence upon a limited number of suppliers, there is no assurance we will be able to do so and increasing the number of suppliers from which we purchase products may increase our costs.
Risk related to inflation: In recent years, our China-based suppliers have increased the cost of their products due to inflation. We may not be able to pass along price increases in raw materials, parts, or components to our customers. As a result, an increase in the cost of the raw materials, parts, and components our suppliers use in the manufacture of our products could reduce our profitability and have a material adverse effect on our business, results of operations or financial condition.
Risk of fluctuations in the sale of Pontoon Boats: A portion of our sales revenue generated from Massimo Marine has a seasonal sales pattern. For the period ended June 30, 2026 and 2025, our revenue generated from Massimo Marine was approximately 5.9% and 2.3% of our total revenue, respectively.
| 2 |
Results of Operations
For the Three and Six Months Ended June 30, 2026 and 2025
The following tables summarize our condensed consolidated results for the three and six months ended June 30, 2026 and 2025. Amounts are presented in U.S. dollars unless otherwise indicated.
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues | $ | 14,918,102 | $ | 18,915,918 | $ | 27,633,098 | $ | 33,817,640 | ||||||||
| Cost of revenues | 7,636,008 | 12,049,501 | 15,275,423 | 22,726,573 | ||||||||||||
| Gross profit | 7,282,094 | 6,866,417 | 12,357,675 | 11,091,067 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling expense | 1,704,350 | 2,154,417 | 2,968,655 | 4,024,381 | ||||||||||||
| General and administrative | 3,626,877 | 4,425,166 | 7,847,716 | 8,644,766 | ||||||||||||
| Impairment loss on supplier deposit due to lawsuit | - | - | - | - | ||||||||||||
| Research and development expense | 289,457 | 144,757 | 918,219 | 985,953 | ||||||||||||
| Total operating expenses | 5,620,684 | 6,724,340 | 11,734,590 | 13,655,100 | ||||||||||||
| Income from operations | 1,661,410 | 142,077 | 623,085 | (2,564,033 | ) | |||||||||||
| Other income (expense): | ||||||||||||||||
| Other income, net | 132,623 | 26,602 | 135,404 | 105,300 | ||||||||||||
| Interest expense and unrealized crypto loss | (61,453 | ) | (63,704 | ) | (202,320 | ) | (64,794 | ) | ||||||||
| Total other income (expense), net | 71,170 | (37,102 | ) | (66,916 | ) | 40,506 | ||||||||||
| Income before income taxes | 1,732,580 | 104,975 | 556,169 | (2,523,527 | ) | |||||||||||
| Provision for income taxes | 280,218 | 27,296 | 111,357 | (512,499 | ) | |||||||||||
| Net income and comprehensive income | $ | 1,452,362 | $ | 77,679 | $ | 444,812 | $ | (2,011,028 | ) | |||||||
Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025
| For the three months ended June 30, | ||||||||||||||||||||||||
| 2026 | 2025 | Amount | Percentage | |||||||||||||||||||||
| Amount | As % of Sales | Amount | As % of Sales | Increase (Decrease) | Increase (Decrease) | |||||||||||||||||||
| Revenues | $ | 14,918,102 | 100.0 | % | $ | 18,915,918 | 100.0 | % | $ | (3,997,816 | ) | (21.1 | )% | |||||||||||
| Cost of sales | 7,636,008 | 51.2 | % | 12,049,501 | 63.7 | % | (4,413,493 | ) | (36.6 | )% | ||||||||||||||
| Gross profit | 7,282,094 | 48.8 | % | 6,866,417 | 36.3 | % | 415,677 | 6.1 | % | |||||||||||||||
| Operating expenses | ||||||||||||||||||||||||
| Selling expenses | 1,704,350 | 11.4 | % | 2,154,417 | 11.4 | % | (450,067 | ) | (20.9 | )% | ||||||||||||||
| General and administrative expenses | 3,626,877 | 24.3 | % | 4,425,166 | 23.4 | % | (798,289 | ) | (18.0 | )% | ||||||||||||||
| Research and development | 289,457 | 1.9 | % | 144,757 | 0.8 | % | 144,700 | 100.0 | % | |||||||||||||||
| Total operating expenses | 5,620,684 | 37.7 | % | 6,724,340 | 35.5 | % | (1,103,656 | ) | (16.4 | )% | ||||||||||||||
| Income from operations | 1,661,410 | 11.1 | % | 142,077 | 0.8 | % | 1,519,333 | 1069.4 | % | |||||||||||||||
| Other income (expenses): | ||||||||||||||||||||||||
| Other income, net | 132,623 | 0.9 | % | 26,602 | 0.1 | % | 106,021 | 398.5 | % | |||||||||||||||
| Unrealized loss on crypto assets | (52,912 | ) | (0.4 | )% | - | - | (52,912 | ) | N/A | |||||||||||||||
| Interest expense | (8,541 | ) | (0.1 | )% | (63,704 | ) | (0.3 | )% | 55,163 | 86.6 | % | |||||||||||||
| Total other income (expense), net | 71,170 | 0.5 | % | (37,102 | ) | (0.2 | )% | 108,272 | 291.8 | % | ||||||||||||||
| Income before income taxes | 1,732,580 | 11.6 | % | 104,975 | 0.6 | % | 1,627,605 | 1550.5 | % | |||||||||||||||
| Provision for income taxes | 280,218 | 1.9 | % | 27,296 | 0.1 | % | 252,922 | 926.6 | % | |||||||||||||||
| Net income (loss) | $ | 1,452,362 | 9.7 | % | $ | 77,679 | 0.4 | % | $ | 1,374,683 | 1769.7 | % | ||||||||||||
| 3 |
Revenues
Revenues decreased by $4.0 million, or 21.1%, from $18.9 million for the three months ended June 30, 2025 to $14.9 million for the three months ended June 30, 2026. The decrease primarily reflected lower sales of UTVs, ATVs and electric bikes.
Revenue by Type
| For the three months ended June 30, | ||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||
| Revenue category | Revenue | % of total Revenue | Revenue | % of total Revenue | Amount Increase (Decrease) | Percentage Increase (Decrease) | ||||||||||||||||||
| UTVs, ATVs and e-bikes | $ | 13,665,584 | 91.6 | % | $ | 17,607,760 | 93.1 | % | $ | (3,942,176 | ) | (22.4 | )% | |||||||||||
| Pontoon Boats | 1,252,518 | 8.4 | % | 1,308,158 | 6.9 | % | (55,640 | ) | (4.3 | )% | ||||||||||||||
| Total | $ | 14,918,102 | 100.0 | % | $ | 18,915,918 | 100.0 | % | $ | (3,997,816 | ) | (21.1 | )% | |||||||||||
Revenue from sales of UTVs, ATVs and e-bikes
Revenue from UTVs, ATVs and electric bikes decreased by $3.9 million, or 22.4%, from $17.6 million for the three months ended June 30, 2025 to $13.7 million for the three months ended June 30, 2026. The decrease was primarily attributable to a continued strategic reduction in wholesale shipments to our major big-box retail partners as we aligned shipment cadence with actual retail sell-through and customer inventory levels.
Tariff and trade-policy uncertainty continued to affect customers’ inventory planning and order timing, while challenging dealer floorplan-financing conditions constrained wholesale purchasing capacity. Inflationary pressure and elevated interest rates also continued to weigh on discretionary consumer spending. Consistent with our disciplined operating approach, we avoided pushing inventory into financially constrained distribution channels while continuing to evaluate higher-margin and more controllable sales channels, including our Direct-to-Consumer approach.
Revenue from sales of Pontoon Boats
Revenue from Pontoon Boats remained relatively stable, decreasing by approximately $55,640, or 4.3%, from $1.31 million for the three months ended June 30, 2025 to $1.25 million for the three months ended June 30, 2026. The decrease primarily reflected lower sales of Pontoon Boats.
Gross profit
Gross profit increased by $0.4 million, or 6.1%, from $6.9 million in the second quarter of 2025 to $7.3 million in the second quarter of 2026. Gross margin increased to 48.8% from 36.3%. The margin expansion was primarily attributable to a more favorable mix of higher-margin products, improved component sourcing and cost controls, and continued discipline over freight, duty and other landed costs. The second quarter of 2026 also benefited from lower tariff rates on certain imported products and refunds or credits for tariffs previously paid, which reduced cost of revenue and helped offset the impact of lower sales volume.
Our cost and gross profit by revenue types are as follows:
For the three months ended June 30, 2026 | For the three months ended June 30, 2025 | Variance | ||||||||||||||||||||||||||||||||||
| Category | Cost of revenue | Gross profit | Gross profit % | Cost of revenue | Gross profit | Gross profit % | Cost variance | Gross profit variance | Gross margin variance | |||||||||||||||||||||||||||
| UTVs, ATVs and e-bikes | $ | 6,673,763 | $ | 6,991,821 | 51.2 | % | $ | 10,874,116 | $ | 6,733,644 | 38.2 | % | $ | (4,200,353 | ) | $ | 258,177 | 12.9 | % | |||||||||||||||||
| Pontoon Boats | 962,245 | 290,273 | 23.2 | % | 1,175,385 | 132,773 | 10.1 | % | (213,140 | ) | 157,500 | 13.0 | % | |||||||||||||||||||||||
| Total | $ | 7,636,008 | $ | 7,282,094 | 48.8 | % | $ | 12,049,501 | $ | 6,866,417 | 36.3 | % | $ | (4,413,493 | ) | $ | 415,677 | 12.5 | % | |||||||||||||||||
Cost of revenue for UTVs, ATVs and electric bikes decreased by $4.2 million, or 38.6%, from $10.9 million to $6.7 million, while gross profit increased by $0.3 million, or 3.8%, from $6.7 million to $7.0 million. Gross margin increased to 51.2% from 38.2%. The margin expansion was primarily driven by a favorable shift toward higher-margin models, improved component sourcing and cost controls, and lower freight and landed costs. In addition, lower tariff rates on certain imported products and refunds or credits for tariffs previously paid reduced freight and duty costs during the second quarter of 2026. These benefits more than offset the effect of lower wholesale shipment volume.
Cost of revenue for Pontoon Boats decreased by approximately $0.2 million, or 18.1%, from $1.2 million to $1.0 million, while gross profit increased by approximately $0.2 million, or 118.6%, from $0.1 million to $0.3 million. Gross margin increased to 23.2% from 10.1%, primarily reflecting a more favorable product mix, enhanced material-cost controls and improved management of inbound shipping and other landed costs.
Selling expenses
Our selling expenses mainly include warranty expense, advertising and promotion expense, shipping and handling fees and merchant service fees. Selling expenses decreased by $0.5 million, or 20.9%, from $2.2 million for the three months ended June 30, 2025 to $1.7 million for the three months ended June 30, 2026, representing 11.4% of revenue in both periods.
The decrease was primarily attributable to lower shipping and handling expenses associated with reduced wholesale shipment volumes to major big-box retail customers. It was also supported by lower warranty-related costs resulting from enhanced quality-control measures and the continued use of our traveling technician team. In addition, the second quarter of 2026 included the reversal and reclassification of certain advertising costs to sales discounts, which further reduced selling expenses.
| 4 |
General and administrative expenses
Our general and administrative expenses primarily include salaries and benefits, professional fees, office expenses, travel expenses, insurance expenses, rent and depreciation expenses. General and administrative expenses decreased by $0.8 million, or 18.0%, from $4.4 million for the three months ended June 30, 2025 to $3.6 million for the three months ended June 30, 2026. These expenses represented 24.3% and 23.4% of revenue, respectively. The decrease primarily reflected lower salaries and benefits, professional fees and insurance expenses, partially offset by higher rent and other general administrative expenses.
Salaries and benefits decreased by approximately $0.7 million, or 33.0%, from $2.0 million for the three months ended June 30, 2025 to $1.3 million for the three months ended June 30, 2026, representing 45.1% and 36.8% of general and administrative expenses, respectively.
Rent expense increased by approximately $0.2 million, or 28.0%, from $0.6 million for the three months ended June 30, 2025 to $0.8 million for the three months ended June 30, 2026, representing 14.0% and 21.9% of general and administrative expenses, respectively. The increase primarily reflected higher renewal rental rates and the continued impact of lease arrangements entered into in prior periods.
Professional fees decreased by approximately $0.1 million, or 32.9%, from $0.4 million for the three months ended June 30, 2025 to $0.3 million for the three months ended June 30, 2026, representing 8.4% and 6.9% of general and administrative expenses, respectively. The decrease primarily reflected the timing of legal and other professional services.
Insurance expense decreased by approximately $0.3 million, or 53.7%, from $0.5 million for the three months ended June 30, 2025 to $0.2 million for the three months ended June 30, 2026, representing 11.9% and 6.7% of general and administrative expenses, respectively. The decrease was primarily attributable to the Company’s cost-control initiatives, including a review and optimization of its insurance coverage to better align with its operating needs.
Other general and administrative expenses, consisting principally of office and general expenses, travel, supplies, depreciation, bad-debt expense, bank charges and equipment costs, increased in the aggregate by approximately $0.1 million, or 10.2%, from $0.9 million for the three months ended June 30, 2025 to $1.0 million for the three months ended June 30, 2026.
Research and development expenses
Research and development expenses increased by approximately $0.2 million, or 200.0%, from $0.1 million for the three months ended June 30, 2025 to $0.3 million for the three months ended June 30, 2026. As a percentage of revenue, research and development expenses increased from 0.8% to 1.9%. The increase primarily reflected the timing and scope of selected vehicle-model development and product-enhancement activities during the second quarter of 2026.
Income from operations
Income from operations increased by approximately $1.5 million, from $0.1 million for the three months ended June 30, 2025 to $1.7 million for the three months ended June 30, 2026. The increase was attributable to the $0.4 million increase in gross profit and the $1.1 million decrease in total operating expenses discussed above.
Interest expenses
Interest expense decreased by approximately $55,200, or 86.6%, from $63,700 to $8,500, primarily because the Company had no outstanding bank borrowings during the second quarter of 2026.
| 5 |
Other income, net
Other income, net increased by approximately $106,000, or 398.5%, from $26,600 for the three months ended June 30, 2025 to $132,600 for the three months ended June 30, 2026. The increase was primarily attributable to interest income earned on cash balances, partially offset by losses on the disposal of property and equipment and other miscellaneous non-operating items.
Unrealized loss on crypto assets
We recorded an unrealized loss on crypto assets of approximately $52,900 for the three months ended June 30, 2026. No such unrealized loss was recorded for the three months ended June 30, 2025. The unrealized loss was attributable to changes in the fair value of crypto assets held by the Company during the period.
Income before income taxes
Income before income taxes increased by $1.6 million from $0.1 million for the three months ended June 30, 2025 to $1.7 million for the three months ended June 30, 2026. The increase was primarily attributable to higher gross profit and lower operating expenses, as discussed above, partially offset by the unrealized loss on crypto assets.
Provision for income taxes
Income tax expense increased by approximately $252,900, from $27,300 for the three months ended June 30, 2025 to $280,200 for the three months ended June 30, 2026. The increase was primarily attributable to the increase in income before income taxes and changes in temporary differences recognized during the respective periods. The effective tax rate was approximately 16.2% and 26.0%, respectively for the period ended June 30, 2025 and 2026.
Net income
Net income increased by approximately $1.4 million, from $0.1 million for the three months ended June 30, 2025 to $1.5 million for the three months ended June 30, 2026. The increase was primarily attributable to higher gross profit and lower operating expenses for the reasons discussed above, partially offset by higher income tax expense and the unrealized loss on crypto assets.
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
| For the six months ended June 30, | ||||||||||||||||||||||||
| 2026 | 2025 | Amount | Percentage | |||||||||||||||||||||
| Amount | As % of Sales | Amount | As % of Sales | Increase (Decrease) | Increase (Decrease) | |||||||||||||||||||
| Revenues | $ | 27,633,098 | 100.0 | % | $ | 33,817,640 | 100.0 | % | $ | (6,184,542 | ) | (18.3 | )% | |||||||||||
| Cost of sales | 15,275,423 | 55.3 | % | 22,726,573 | 67.2 | % | (7,451,150 | ) | (32.8 | )% | ||||||||||||||
| Gross profit | 12,357,675 | 44.7 | % | 11,091,067 | 32.8 | % | 1,266,608 | 11.4 | % | |||||||||||||||
| Operating expenses | ||||||||||||||||||||||||
| Selling expenses | 2,968,655 | 10.7 | % | 4,024,381 | 11.9 | % | (1,055,726 | ) | (26.2 | )% | ||||||||||||||
| General and administrative expenses | 7,847,716 | 28.4 | % | 8,644,766 | 25.6 | % | (797,050 | ) | (9.2 | )% | ||||||||||||||
| Research and development | 918,219 | 3.3 | % | 985,953 | 2.9 | % | (67,734 | ) | (6.9 | )% | ||||||||||||||
| Total operating expenses | 11,734,590 | 42.5 | % | 13,655,100 | 40.4 | % | (1,920,510 | ) | (14.1 | )% | ||||||||||||||
| Income from operations | 623,085 | 2.3 | % | (2,564,033 | ) | (7.6 | )% | 3,187,118 | 124.3 | % | ||||||||||||||
| Other income (expenses): | ||||||||||||||||||||||||
| Other income, net | 135,404 | 0.5 | % | 105,300 | 0.3 | % | 30,104 | 28.6 | % | |||||||||||||||
| Unrealized loss on crypto assets | (188,037 | ) | (0.7 | )% | - | - | (188,037 | ) | N/A | |||||||||||||||
| Interest expense | (14,283 | ) | (0.1 | )% | (64,794 | ) | (0.2 | )% | 50,511 | 78.0 | % | |||||||||||||
| Total other income (expense), net | (66,916 | ) | (0.2 | )% | 40,506 | 0.1 | % | (107,422 | ) | (265.2 | )% | |||||||||||||
| Income before income taxes | 556,169 | 2.0 | % | (2,523,527 | ) | (7.5 | )% | 3,079,696 | 122.0 | % | ||||||||||||||
| Provision for income taxes | 111,357 | 0.4 | % | (512,499 | ) | (1.5 | )% | 623,856 | 121.7 | % | ||||||||||||||
| Net income (loss) | $ | 444,812 | 1.6 | % | $ | (2,011,028 | ) | (5.9 | )% | $ | 2,455,840 | 122.1 | % | |||||||||||
| 6 |
Revenue
Revenues decreased by $6.2 million, or 18.3%, from $33.8 million for the six months ended June 30, 2025 to $27.6 million for the six months ended June 30, 2026. The decrease was primarily driven by lower revenue from UTVs, ATVs and electric bikes, partially offset by higher reported revenue from Pontoon Boats resulting principally from the absence in 2026 of the revenue reduction recorded in the first half of 2025 in connection with the repurchase of goods under a litigation settlement.
Revenue by Type
| For the six months ended June 30, | ||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||
| Revenue category | Revenue | % of total Revenue | Revenue | % of total Revenue | Amount Increase (Decrease) | Percentage Increase (Decrease) | ||||||||||||||||||
| UTVs, ATVs and e-bikes | $ | 26,011,417 | 94.1 | % | $ | 33,032,195 | 97.7 | % | $ | (7,020,778 | ) | (21.3 | )% | |||||||||||
| Pontoon Boats | 1,621,681 | 5.9 | % | 1,822,352 | 5.4 | % | (200,671 | ) | (11.0 | )% | ||||||||||||||
| Subtotal | 27,633,098 | 100.0 | % | 34,854,547 | 103.1 | % | (7,221,449 | ) | (20.7 | )% | ||||||||||||||
| Repurchase of goods under litigation settlement | - | - | (1,036,907 | ) | (3.1 | )% | 1,036,907 | 100.0 | % | |||||||||||||||
| Total | $ | 27,633,098 | 100.0 | % | $ | 33,817,640 | 100.0 | % | $ | (6,184,542 | ) | (18.3 | )% | |||||||||||
Revenue from sales of UTVs, ATVs and e-bikes
Revenue from UTVs, ATVs and electric bikes decreased by $7.0 million, or 21.3%, from $33.0 million for the six months ended June 30, 2025 to $26.0 million for the six months ended June 30, 2026. The decrease was primarily attributable to a continued strategic reduction in wholesale shipment volumes to major big-box retail partners as we aligned shipment cadence with retail sell-through and customer inventory levels.
Throughout the first half of 2026, tariff and trade-policy uncertainty affected customers’ inventory planning and order timing, while challenging dealer floorplan-financing conditions limited wholesale purchasing capacity. Certain large customers therefore maintained a conservative approach to inventory replenishment.
Inflationary pressure and elevated interest rates also continued to constrain discretionary consumer spending. Consistent with our operating approach, we avoided pushing inventory into financially constrained distribution channels while continuing to evaluate opportunities to expand higher-margin and more controllable sales channels, including our Direct-to-Consumer approach.
Revenue from sales of Pontoon Boats
Reported revenue from Pontoon Boats increased by approximately $0.8 million, or 106.5%, from $0.8 million for the six months ended June 30, 2025 to $1.6 million for the six months ended June 30, 2026. The increase principally reflected the absence in 2026 of the approximately $1.0 million reduction to revenue recorded in the first quarter of 2025 in connection with the repurchase of goods under a litigation settlement, partially offset by lower underlying Pontoon Boat sales under our disciplined wholesale shipment strategy.
Gross profit
Gross profit increased by $1.3 million, or 11.4%, from $11.1 million for the six months ended June 30, 2025 to $12.4 million for the six months ended June 30, 2026. Gross margin increased to 44.7% from 32.8%. The improvement was primarily attributable to a more favorable product mix, improved sourcing and cost controls, disciplined management of freight, duty and other landed costs, lower tariff rates on certain imported products, and refunds or credits for tariffs previously paid. The comparison also benefited from the absence in 2026 of the cost impact associated with the repurchase of inventory under the litigation settlement recorded in the first half of 2025.
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Our cost and gross profit by revenue types are as follows:
For the Six Months Ended June 30, 2026 | For the Six Months Ended June 30, 2025 | Variance | ||||||||||||||||||||||||||||||||||
| Category | Cost of revenue | Gross profit | Gross profit % | Cost of revenue | Gross profit | Gross profit % | Cost variance | Gross profit variance | Gross margin variance | |||||||||||||||||||||||||||
| UTVs, ATVs and e-bikes | $ | 14,056,104 | $ | 11,955,313 | 46.0 | % | $ | 21,856,720 | $ | 11,175,475 | 33.8 | % | $ | (7,800,616 | ) | $ | 779,838 | 12.1 | % | |||||||||||||||||
| Pontoon Boats | 1,219,319 | 402,362 | 24.8 | % | 1,653,959 | 168,393 | 9.2 | % | (434,640 | ) | 233,969 | 15.6 | % | |||||||||||||||||||||||
| Subtotal | 15,275,423 | 12,357,675 | 44.7 | % | 23,510,679 | 11,343,868 | 32.5 | % | (8,235,256 | ) | 1,013,807 | 12.2 | % | |||||||||||||||||||||||
| Cost of inventory recovered from litigation | - | - | - | (784,106 | ) | (252,801 | ) | 24.4 | % | 784,106 | 252,801 | N/A | ||||||||||||||||||||||||
| Total | $ | 15,275,423 | $ | 12,357,675 | 44.7 | % | $ | 22,726,573 | $ | 11,091,067 | 32.8 | % | $ | (7,451,150 | ) | $ | 1,266,608 | 11.9 | % | |||||||||||||||||
Cost of revenue for UTVs, ATVs and electric bikes decreased by $7.8 million, or 35.7%, from $21.9 million to $14.1 million, while gross profit increased by $0.8 million, or 7.0%, from $11.2 million to $12.0 million. Gross margin increased to 46.0% from 33.8%. The margin expansion was primarily driven by a favorable shift toward higher-margin models, improved component sourcing and cost controls, and lower freight and landed costs. The first half of 2026 also benefited from lower tariff rates on certain imported products and refunds or credits for tariffs previously paid, which reduced cost of revenue and more than offset the effect of lower wholesale shipment volume.
Cost of revenue for Pontoon Boats decreased by $0.4 million, or 26.3%, from $1.7 million to $1.2 million, while gross profit increased from a loss of $0.9 million to a profit of $0.4 million. The improvement primarily reflected the absence of the prior-year litigation-related repurchase adjustment and improved product economics.
Selling expenses
Our selling expenses mainly include warranty expense, advertising and promotion expense, shipping and handling fees and merchant service fees. Selling expenses decreased by $1.1 million, or 26.2%, from $4.0 million for the six months ended June 30, 2025 to $3.0 million for the six months ended June 30, 2026, representing 11.9% and 10.7% of revenue, respectively.
The decrease was primarily attributable to lower shipping and handling expenses associated with reduced wholesale shipment volumes to major big-box retail customers. It was also supported by lower warranty-related costs resulting from enhanced quality-control measures and the continued use of our traveling technician team. In addition, the six months ended June 30, 2026 included the reversal and reclassification of certain advertising costs to sales discounts, which further reduced selling expenses.
General and administrative expenses
Our general and administrative expenses primarily include salaries and benefits, professional fees, office expenses, travel expenses, insurance expenses, rent and depreciation expenses. General and administrative expenses decreased by $0.8 million, or 9.2%, from $8.6 million for the six months ended June 30, 2025 to $7.8 million for the six months ended June 30, 2026. These expenses represented 25.6% and 28.4% of revenue, respectively. The decrease primarily reflected lower salaries and benefits, professional fees, insurance expenses and other general administrative expenses, partially offset by higher rent.
| 8 |
Salaries and benefits decreased by approximately $0.2 million, or 7.3%, from $3.3 million for the six months ended June 30, 2025 to $3.1 million for the six months ended June 30, 2026, representing 38.6% and 39.4% of general and administrative expenses, respectively.
Rent expense increased by approximately $0.3 million, or 19.0%, from $1.5 million for the six months ended June 30, 2025 to $1.8 million for the six months ended June 30, 2026, representing 17.6% and 23.1% of general and administrative expenses, respectively. The increase primarily reflected higher renewal rental rates and the continued impact of lease arrangements entered into in prior periods.
Professional fees decreased by approximately $0.2 million, or 16.6%, from $0.9 million for the six months ended June 30, 2025 to $0.8 million for the six months ended June 30, 2026, representing 10.9% and 10.0% of general and administrative expenses, respectively. The decrease primarily reflected the timing of legal and other professional services.
Insurance expense decreased by approximately $0.5 million, or 50.8%, from $1.0 million for the six months ended June 30, 2025 to $0.5 million for the six months ended June 30, 2026, representing 11.0% and 6.0% of general and administrative expenses, respectively. The decrease was primarily attributable to the Company’s cost-control initiatives, including a review and optimization of its insurance coverage to better align with its operating needs.
Other general and administrative expenses, consisting principally of office and general expenses, travel, supplies, depreciation, bad-debt expense, bank charges and equipment costs, decreased in the aggregate by approximately $0.2 million, or 10.6%, from $1.9 million for the six months ended June 30, 2025 to $1.7 million for the six months ended June 30, 2026.
Research and development expenses
Research and development expenses decreased by approximately $67,700, or 6.9%, from $1.0 million for the six months ended June 30, 2025 to $0.9 million for the six months ended June 30, 2026. As a percentage of revenue, research and development expenses were 3.3% and 2.9%, respectively. The decrease primarily reflected the timing and completion of certain development initiatives, while we continued to focus spending on selected higher-margin vehicle models and product enhancements.
Income from operations
Income from operations increased by approximately $3.2 million, from a loss of $2.6 million for the six months ended June 30, 2025 to income of $0.6 million for the six months ended June 30, 2026. The improvement was attributable to the $1.3 million increase in gross profit and the $1.9 million decrease in total operating expenses discussed above.
Interest expenses
Interest expense decreased by approximately $50,500, or 78.0%, from $64,800 to $14,300 because the Company had no outstanding bank borrowings during the six months ended June 30, 2026.
Other income, net
Other income, net increased by approximately $30,100, or 28.6%, from $105,300 for the six months ended June 30, 2025 to $135,400 for the six months ended June 30, 2026. The increase was primarily attributable to interest income earned on cash balances, partially offset by losses on the disposal of property and equipment and other miscellaneous non-operating items.
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Unrealized loss on crypto assets
We recorded an unrealized loss on crypto assets of approximately $188,000 for the six months ended June 30, 2026. No such unrealized loss was recorded for the six months ended June 30, 2025. The unrealized loss was attributable to changes in the fair value of crypto assets held by the Company during the period.
(Loss)Income before income taxes
Income before income taxes increased by $3.1 million, from a loss of $2.5 million for the six months ended June 30, 2025 to income of $0.6 million for the six months ended June 30, 2026. The improvement was primarily attributable to higher gross profit and lower operating expenses for the reasons discussed above, partially offset by the unrealized loss on crypto assets.
Provision for income taxes
Income tax expense increased by approximately $623,900, from an income tax benefit of $512,500 for the six months ended June 30, 2025 to income tax expense of $111,400 for the six months ended June 30, 2026. The change was primarily attributable to the increase in income before income taxes and changes in temporary differences recognized during the respective periods. Income tax expense for the six months ended June 30, 2026 consisted of current tax expense of approximately $256,600, partially offset by a deferred tax benefit of approximately $145,300.
Net income
Net income increased by approximately $2.5 million, from a net loss of approximately $2.0 million for the six months ended June 30, 2025 to net income of approximately $0.4 million for the six months ended June 30, 2026. The improvement was primarily attributable to higher gross profit and lower operating expenses for the reasons discussed above, partially offset by the unrealized loss on crypto assets and the change from an income tax benefit to income tax expense.
Cash Flows
For the Periods Ended June 30, 2026 and 2025
The following table summarizes our cash flows for the periods indicated:
| Periods Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net cash used in operating activities | $ | (68,963 | ) | $ | (4,731,295 | ) | ||
| Net cash used in investing activities | (1,062,580 | ) | - | |||||
| Net cash used in financing activities | (18,592 | ) | (3,037,782 | ) | ||||
| Net decrease in cash and cash equivalents | (1,150,135 | ) | (7,769,077 | ) | ||||
| Cash and cash equivalents, beginning of the period | 5,787,993 | 10,210,084 | ||||||
| Cash and cash equivalents, end of the period | $ | 4,637,858 | $ | 2,441,007 | ||||
Operating Activities
Net cash used in operating activities was approximately $0.1 million for the six months ended June 30, 2026, compared with approximately $4.7 million for the six months ended June 30, 2025, representing an improvement of approximately $4.7 million. For the six months ended June 30, 2026, net income of approximately $0.4 million was adjusted principally for non-cash operating lease expense of $1.0 million, an unrealized loss on crypto assets of $0.2 million, depreciation and other non-cash items, partially offset by a deferred tax benefit of $0.2 million and a stock-option compensation reversal of $0.1 million. Cash provided by working-capital changes included decreases in inventories of $2.4 million and accounts receivable of $0.3 million and increases in income tax payable of $0.3 million and contract liabilities of $0.2 million. These sources of cash were substantially offset by decreases in accounts payable of $2.4 million and operating lease liabilities of $1.0 million and an increase in prepaid and other current assets of $1.3 million.
For the six months ended June 30, 2025, the net loss of approximately $2.0 million was adjusted principally for non-cash operating lease expense of $1.0 million, restricted-stock-unit compensation of $0.3 million, stock-option compensation of $0.2 million and depreciation and other non-cash items, partially offset by a deferred tax benefit of $0.5 million. Cash provided by working-capital changes included a $3.8 million decrease in inventories and a $0.4 million increase in contract liabilities. These sources of cash were more than offset by increases in accounts receivable of $3.3 million and advance to suppliers of $0.2 million and decreases in accounts payable of $3.3 million, operating lease liabilities of $1.0 million, warranty liabilities of $0.2 million and return liabilities of $0.2 million.
| 10 |
Investing Activities
Net cash used in investing activities was approximately $1.1 million for the six months ended June 30, 2026, compared with nil for the same period in 2025. The 2026 amount consisted principally of approximately $0.7 million of purchases of property and equipment and approximately $0.4 million of purchases of intangible assets, partially offset by approximately $10,000 of proceeds from sales of property and equipment.
Financing Activities
Net cash used in financing activities was approximately $18,600 for the six months ended June 30, 2026, compared with approximately $3.0 million for the six months ended June 30, 2025. The 2026 amount consisted of repayments of finance lease liabilities. The 2025 amount consisted principally of approximately $3.0 million of repayments of a shareholder loan and approximately $21,500 of repayments of finance lease liabilities.
Liquidity and Capital Resources
Overview
The general objectives of our capital management strategy reside in the preservation of our capacity to continue operating, in providing benefits to our stakeholders and in providing an adequate return on investment to our shareholders by selling our products at a price commensurate with the level of operating risk assumed by us.
We thus determine the total amount of capital required consistent with risk levels. This capital structure is adjusted on a timely basis depending on changes in the economic environment and risks of the underlying assets. We are not subject to any externally imposed capital requirements.
Working Capital
As of June 30, 2026, we had cash and cash equivalents of $4.6 million. Current assets were $37.3 million, including $5.0 million of accounts receivable, $23.6 million of inventories, $0.2 million of advances to suppliers and $3.8 million of prepaid and other current assets. Current liabilities were $20.1 million, including $5.4 million of accounts payable, $6.1 million of other payables and accrued liabilities, $0.8 million of contract liabilities, $3.9 million of income tax payable, $2.0 million due to a shareholder and $1.9 million of current lease liabilities. Working capital was $17.1 million.
Accounts receivable decreased from $5.3 million as of December 31, 2025 to $5.0 million as of June 30, 2026, primarily reflecting customer collections and the timing of sales.
Our primary source of cash is currently generated from our business and bank borrowings. In the coming years, we will be looking to other sources, such as raising additional capital by issuing shares of stock, to meet our cash needs, as needed. Although there are uncertainties regarding the size and timing of any future capital raise, we are confident that we can continue to meet operational needs solely by utilizing cash flow generated from our operating activities for the next 12 months from the date of the issuance of the financial statements contained in this Report.
Capital Expenditures
Capital expenditures for property and equipment were approximately $0.7 million for the six months ended June 30, 2026 and nil for the six months ended June 30, 2025.
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Contractual Commitments
As of June 30, 2026, the Company’s contractual obligations consisted principally of operating and finance lease commitments with aggregate undiscounted payments of approximately $7.3 million. Approximately $2.3 million was due within one year, $4.7 million was due within one to three years and $0.2 million was due within three to five years. No scheduled lease payments were due more than five years after June 30, 2026.
| Contractual Obligations | Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | |||||||||||||||
| Lease commitment | $ | 7,273,750 | $ | 2,343,000 | $ | 4,686,000 | $ | 244,750 | $ | - | ||||||||||
Off-balance Sheet Commitments and Arrangements
There was no off-balance sheet arrangements for the six months ended June 30, 2026 and 2025, that have, or that in the opinion of management are likely to have, a current or future material effect on our financial condition or results of operations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, we are not required to provide the information required by this item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
In designing periods specified in the SEC’s rules and forms, and that such information is accumulated and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Certifying Officers have concluded that the Company’s disclosure controls and procedures are effective in reaching that level of assurance.
At the end of the period being reported upon, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Certifying Officers, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on the foregoing, the Certifying Officers concluded that our disclosure controls and procedures were effective to ensure that the material information required to be included in our SEC reports is accumulated and communicated to our management, including our principal executive and financial officer, recorded, processed, summarized and reported within the time periods specified in SEC’s rules and forms relating to the Company.
Remediated Material Weaknesses
As of March 31, 2026, material weaknesses were identified in internal controls due to (1) a lack of sufficient in-house personnel in our accounting department with sufficient knowledge of the generally accepted accounting principles in the United States of America (“U.S. GAAP”) and SEC reporting rules, and (2) inadequate segregation of duties resulting from limited accounting staff and resources.
In response to the above identified material weaknesses, in addition to engaging a third-party internal controls consulting firm, we have hired additional staff and engaged external accounting consultants with expertise in U.S. GAAP and SEC reporting. Additionally, we have integrated and automated our financial reporting system with our ERP system to minimize manual errors. We have also implemented a series of training programs across departments and enhanced supervision and controls over our comprehensive accounting policies and procedures manual in accordance with U.S. GAAP.
Changes in Internal Control over Financial Reporting
Other than as discussed above, there have been no changes to our internal control over financial reporting during the quarterly period ended June 30, 2026, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 12 |
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Taizhou Nebula Power Co. Ltd. v. Massimo Motor Sports, LLC
In September 2020, Taizhou Nebula Power Co. Ltd. (“Nebula”) filed suit against us in the Dallas County District of Texas. Nebula has alleged that we owe them $ 2,343,868.60 for products that it shipped to us from 2017 to 2019. Nebula also seeks undefined damages they claim were caused by our failure to hit certain sales targets pursuant to the distribution agreement signed by both parties. A bench trial was conducted in May 2024. On June 6, 2024, the trial court entered its Findings of Fact and Conclusions of Law, which generally found for Nebula on its breach of contract claims and denied Massimo’s counterclaims. After post-trial fees briefing, the trial court entered its Final Judgment on July 8, 2024. On August 7, 2024, Massimo timely filed a notice of appeal of the Final Judgment and subsequently filed its appellant’s brief on January 31, 2025. Nebula filed its appellee’s brief on May 1, 2025. Massimo intends to continue vigorously defending the lawsuit and pursuing its appeal. While Massimo is not opposed to an out-of-court settlement, to date Nebula’s attorneys have had limited interest in discussing settlement. As of the date of this Report, there are no further updates regarding this legal proceeding.
Zhejiang Qunying Vehicle Co., Ltd. v. Cho International, Inc
On September 5, 2023, Zhejiang Qunying Vehicle Co., Ltd. (“Zhejiang Qunying”) filed suit against the Company and ten other corporate entities in the Superior Court of the State of California for Orange County. Zhejiang Qunying alleges claims of approximately $6,000,000 in damages for products that were allegedly shipped to the United States but not paid for. Despite being one of the ten entities that plaintiff has sued, the Company has had minimal interactions with Zhejiang Qunying. Further, the Company has not purchased any products from Zheijang Qunying. In February 2024, Zhejiang Qunying filed a second amended complaint. In March 2024, the Company filed a demurrer seeking to dismiss the second amended complaint as against the Company due to Zhejiang Qunying’s failure to state a valid claim. In August 2024, the Court denied in part and granted in part the Company’s demurrer. As a result, Zhejiang Qunying still has valid claims against the Company. The matter remains pending, and a trial date has not yet been scheduled. Based on the current assessment, the outcome of the legal proceeding is considered remote. Therefore, no accrual has been proposed in the financial statements. As of the date of this Report, there are no further updates regarding this legal proceeding.
In the past, we have also been subject to over fifty (50) legal proceedings encompassing: employment disputes, personal injury and wrongful death lawsuits, property damage lawsuits, product liability and manufacturing defect lawsuits and contractual disputes with our suppliers, distributors, customers, an on-site security provider, a freight shipping company and a previous law firm. These cases also include an inquiry by the Missouri Office of the Attorney General and the Pennsylvania State Board of Vehicle Manufacturers, Dealers and Salespersons. We do not believe that these past cases will have a material adverse effect on our business, operating results, financial condition, or cash flows. However, we cannot assure you that past litigation will not have an impact on our present reputation or goodwill among dealers, distributors and customers. See Note 17 — “Commitments and Contingencies – Litigation” for more information.
Item 1A. Risk Factors
Except as disclosed below, there have been no material changes with respect to those risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 31, 2026. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks could arise that may also affect our business. The risks described in our Annual Report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial position, or future results of operations. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.
If we fail to satisfy the continued listing requirements of Nasdaq, our common stock could be delisted, which would severely impact the liquidity and market price of our shares. In addition, Nasdaq has proposed a new listing rule regarding a $5 million minimum market value of listed securities, which, if approved and implemented, could introduce additional delisting risks for issuers trading below this threshold.
In order to remain listed on Nasdaq, we must satisfy minimum financial and other continued listing requirements and standards, including those regarding director independence and independent committee requirements, minimum stockholders’ equity, minimum share price, and certain corporate governance requirements. In addition to existing requirements, Nasdaq has proposed a new listing rule that would require listed issuers to maintain a minimum market value of listed securities of at least $5 million. Under this proposed new rule, if the value of an issuer’s listed securities, as measured by each applicable trading day’s closing price, continues to be less than $5 million for a period of 30 consecutive trading days, the issuer’s securities would immediately be delisted, with no compliance or cure period. While the SEC initially approved this proposal on July 22, 2026, the SEC subsequently issued an administrative stay on July 29, 2026, pausing the rule’s implementation pending a full SEC review. Accordingly, the ultimate implementation timeline and final terms remain uncertain. If this rule is ultimately approved and implemented, companies with market values below the $5 million threshold, including potentially us depending on our future stock performance, could face heightened risks of rapid delisting.
We may be required to monitor our market value of listed securities closely and, if necessary, take actions such as issuing additional securities, raising additional capital or undertaking other corporate actions to seek to maintain compliance, any of which could dilute our existing shareholders, increase our costs, or divert management’s attention. The risk of a rapid loss of Nasdaq listing, or an actual delisting, could adversely affect investor confidence, the liquidity and trading price of our common stock, and our ability to access the capital markets, and could have a material adverse effect on our business, financial condition and results of operations. There can be no assurance regarding our future stock performance or our ability to maintain compliance with Nasdaq’s listing standards as they evolve.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities.
None.
Item 3. Default Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During
the quarterly period ended June 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange
Act)
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Item 6. Exhibits, Financial Statement Schedules.
The following documents are filed as exhibits to this Report.
EXHIBIT INDEX
| * | Filed herewith. |
| ** | Furnished herewith. |
| 14 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Massimo Group | ||
| Date: August 13, 2026 | /s/ Quenton Petersen | |
Quenton Petersen Chief Executive Officer | ||
| (principal executive officer) | ||
| Date: August 13, 2026 | By: | /s/ Crystal Mingqiu Xu |
| Crystal Mingqiu Xu | ||
| Chief Financial Officer | ||
| (principal financial and accounting officer) |
| 15 |
Exhibit 31.1
CERTIFICATION OF THE
PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO
RULE 13a-14(a) AND RULE 15d-14(a)
UNDER THE
SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Quenton Petersen, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Massimo Group; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: August 13, 2026 | /s/ Quenton Petersen |
| Quenton Petersen | |
| Chief Executive Officer | |
| (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF THE
PRINCIPAL FINANCIAL OFFICER
PURSUANT TO
RULE 13a-14(a) AND RULE 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Crystal Mingqiu Xu, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Massimo Group; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: August 13, 2026 | By: | /s/ Crystal Mingqiu Xu |
| Crystal Mingqiu Xu | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION OF THE
PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Massimo Group (the “Company”) for the quarterly period ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Quenton Petersen, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report. |
| Date: August 13, 2026 | By: | /s/ Quenton Petersen |
| Quenton Petersen | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION OF THE
PRINCIPAL FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Massimo Group (the “Company”) for the quarterly period ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Crystal Mingqiu Xu, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report. |
| Date: August 13, 2026 | By: | /s/ Crystal Mingqiu Xu |
| Crystal Mingqiu Xu | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) |