| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis
of Presentation and Principles of Consolidation The
accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial
information. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for annual consolidated financial
statements. In the opinion of management, the accompanying condensed consolidated financial statements include all adjustments which
are considered necessary for a fair presentation of the unaudited condensed consolidated financial statements of the Company as of September
30, 2024, and for the three and nine months ended September 30, 2024 and 2023. The results of operations for the three and nine months
ended September 30, 2024 are not necessarily indicative of the operating results for the full year ending December 31, 2024 or any other
period. These unaudited condensed consolidated financial statements have been derived from the accounting records of the Company and
should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s annual report
on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (the “SEC”) on April
15, 2024. 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 contingency 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, maximum amounts of $ 751,585 435,457 Accounts
receivable, net Accounts
receivable represent 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. 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 the cost over the net realizable value of each item of inventories is recognized as a provision for diminution
in the value of inventories. Net realizable value is estimated using selling price in the normal course of business less any costs to
complete and sell products. As of September 30, 2024 and December 31, 2023, the Company had inventory provision of $ 329,900 439,900 110,000 110,000 nil nil Advances
to suppliers Advance
to suppliers consists of balances paid to suppliers for purchasing of products, parts and accessories that have not been provided or
received. Advances to suppliers are short-term in nature and are reviewed periodically to determine whether their carrying value has
become impaired. The Company evaluated the carrying value of individual advances based on specifics facts and circumstances for any impairment
at each reporting date. For the three-month period and nine-month period ended September 30, 2024 and 2023, the Company recorded the
impairment loss of $ 29,883 772,780 nil nil Deferred
offering cost Deferred
offering costs were expenses directly related to the Company’s planned IPO. These costs consisted of legal, accounting, printing,
and filing fees that the Company capitalized, including fees incurred by the independent registered public accounting firm directly related
to the offering. The deferred offering costs are reclassified to additional paid-in capital upon receipts of the capital raised at IPO
closing date. 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 5 7
Machinery
equipment 5 7
Electronic
equipment 5
Transportation
equipment 5
Leasehold
improvement Over
the shorter of the lease term or estimated useful lives 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. 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 consist 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. No impairment charge was recognized for the three and nine months ended September 30, 2024 and 2023,
respectively. 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, note receivable which was grouped in other current assets, loan from a related party, accounts payable, other payable,
accrued expense and other liabilities, contract 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. The Company did not have any instruments that were measured at fair value on a
recurring nor non-recurring basis as of September 30, 2024 and December 31, 2023. 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. MASSIMO
GROUP AND SUBSIDIARIES NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Sales
returns The
Company provides a refund policy to accept returns from end customers, which varies and depends on different products and customers.
The estimated sales returns are determined based upon an analysis of historical sales returns. Return allowances are recorded as a
reduction in sales with corresponding sales return liabilities which are included in “accrued return liabilities.” The
estimated cost of returned inventory is recorded as a reduction to cost of sales and an increase of right of return assets which is
included in “inventories.” The factors affecting the Company’s sales return liabilities include the number of
products currently within the return period, historical and anticipated rates of sales returns claimed on those products, and the
estimated amount of returns that may be claimed within this period. If actual results differ from the estimates, the Company revises
its estimated sales returns liability accordingly. Each quarter, the Company reviews and reassesses the adequacy of its recorded
sales returns liabilities and adjusts the amounts as necessary. As of September 30, 2024 and December 31, 2023, $ 163,666 283,276 317,188 223,428 824,978 1,975,270 Products
warranty The
Company generally provides a one-year limited warranty against defects in materials related to the sale of products. The Company
considers the warranty as an assurance type warranty since the warranty provides the customers the assurance that the product
complies with agreed-upon specifications. Estimated future warranty obligations are included in cost of product sales in the period
in which the related revenue is recognized. The factors affecting the Company’s warranty include the number of products currently under warranty, historical and
anticipated rates of warranty claim on those products, and the estimates of repair and replacement costs to satisfy the Company’s warranty obligation. The anticipated rate of warranty claims is the primary estimate used in determining the warranty liability and is
relatively predictable using historical experience of failure rates. The average remaining aggregate warranty period of the products sold
is calculated, repair parts are generally already in stock or available at pre-determined prices, and labor rates are generally arranged
at pre-established amount with service providers. If actual results differ from the estimates, the Company revises its estimated warranty
liability. Each quarter, the Company reevaluates its estimates and assess the adequacy of its recorded warranty liabilities and adjust the
amounts as necessary. As of September 30, 2024 and December 31, 2023, $ 608,644 619,113 2 34,314 5 76,602 1,102,494 1,521 ,902 Contract
liabilities The
contract liabilities of the Company are primarily related to advances received from customer. The contract liabilities are reported
in a net position on a customer-by-customer basis at the end of each reporting period. Contract liabilities are recognized when the
Company receives prepayment from customers resulting from purchase order. Contract liabilities will be recognized as revenue when
the products are delivered. As of September 30, 2024 and December 31, 2023, the Company records contract liabilities of $ 1,167,161 1,835,411 1,160,167 696,274 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 nine months ended September 30, 2024 and 2023 is disclosed in Note 19 of these unaudited condensed consolidated financial statements. MASSIMO
GROUP AND SUBSIDIARIES NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 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. The
freights and duty costs incurred when shipping raw materials from suppliers to the Company are included in cost of revenues, amounting
to $ 2,406,336 1,599,110 8,582,277 6,758,360 Shipping
and handling costs Shipping
and handling costs, which include costs related to the selection of products and their delivery to customers, are presented in selling expenses. The shipping and freight expense incurred upon goods delivery to customers are included in selling expenses,
amounting to $ 1,500,947 694,912 4,562,815 3,130,474 Advertising
costs The
Company expenses all advertising costs as incurred. Advertising costs presented in selling expenses were $95,509 363,189 499,274 825,852
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 100 4 100 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 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. MASSIMO
GROUP AND SUBSIDIARIES NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Income
taxes 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. 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. Earnings
per share 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 presents the dilutive effect on a per share basis of potential
common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented,
or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or
decrease loss per share) are excluded from the calculation of diluted EPS. For the three and nine months ended September 30, 2024 , a
total of nil 142,186 no Stock
Based compensation The
Company follows the provisions of ASC 718, “Compensation - Stock Compensation” (“ASC 260”), 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 . one MASSIMO
GROUP AND SUBSIDIARIES NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Concentration
and risks a.
Concentration of credit risk Assets
that potentially subject the Company to a significant concentration of credit risk primarily consist of cash and cash equivalents,
accounts receivable and other receivable included in other current assets. The maximum exposure of such assets to credit risk is
their carrying amounts at the balance sheet dates. The Company maintains all the bank accounts at financial institutions in the
United States, where there is $ 250,000 standard
deposit insurance coverage limit per depositor, per FDIC-insured bank and per ownership category. As of September 30, 2024, balances
of two banks in Massimo Motor Sports exceeded the insured limits by $ 145,456 $ 826,741 respectively.
As of December 31, 2023, balances of one bank in Massimo Motor Sports exceeded the insured limits by 330,357 . 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. 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 For
the three months ended September 30, 2024 and 2023, one 10 one
10 10 MASSIMO
GROUP AND SUBSIDIARIES NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Concentration
and risks f.
Significant suppliers For
the three months ended September 30, 2024 and 2023, two two , four 10 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
August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives
and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an
Entity’s Own Equity,” which simplifies accounting for convertible instruments by removing major separation models required
under current U.S. GAAP. This ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify
for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The new standard will
become effective for us beginning January 1, 2024, using either a modified retrospective or a fully retrospective method of transition,
and early adoption is permitted. Management is currently evaluating the impact of the new standard on our financial statements. In
November 2023, the FASB issued ASU No. 2023-07, “Improvements to Reportable Segment Disclosures” (Topic 280). This ASU updates
reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided
to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment’s profit or loss.
This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM
uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources.
The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December
15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption
is also permitted. This ASU will likely result in us including the additional required disclosures when adopted. Management is currently
evaluating the provisions of this ASU and expect to adopt them for the year ending December 31, 2024. 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, 2024. 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 consolidated financial statements, once adopted. 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 consolidated balance sheets, statements of income and comprehensive income and statements of cash flows. MASSIMO
GROUP AND SUBSIDIARIES NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) |
