UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): (
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation or organization) |
| (Commission file number) |
| (IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
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| The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Item 2.02. Results of Operations and Financial Condition
On April 16, 2024, SolarMax Technology, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal year ended December 31, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information provided in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as otherwise expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
| Description |
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104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
2 |
SIGNATURE
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 hereunto duly authorized.
| SolarMax Technology, Inc. |
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Dated: April 17, 2024 | By: | /s/ David Hsu |
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| David Hsu |
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| Chief Executive Officer |
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3 |
EXHIBIT 99.1
SolarMax Technology, Inc. Reports Fiscal Year 2023 Financial Results
RIVERSIDE, CA – April 16, 2024 (GLOBE NEWSWIRE) – SolarMax Technology, Inc. (Nasdaq SMXT) (“SolarMax” or the “Company”), an integrated solar energy company, today reported financial results for its fiscal year ended December 31, 2023.
Fiscal Year 2023 Financial Highlights
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| · | Revenue increased to $54.1 million, up 21% from 2022 |
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| · | Gross profit increased to $11.1 million, up 49% from 2022 |
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| · | Gross margin improved to 21%, up from 17% in 2022 |
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| · | Total operating expense decreased to $10.7 million, down 31% from 2022 |
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| · | Net income improved to $0.4 million, from a net loss of $6.9 million in 2022 |
“We are proud to report a year of growth and operational progress for SolarMax,” stated David Hsu, CEO of SolarMax. “Our overall revenue increased by 21% in 2023, driven primarily by robust demand for our solar solutions in the expansive US market. Our ability to improve gross margins amidst rising costs highlights the effectiveness of our strategic pricing and operational efficiency. As we look ahead, the recent successful completion of our IPO not only marks a major milestone for SolarMax but also strengthened our foundation for future growth."
About SolarMax Technology Inc.
SolarMax is an integrated solar and renewable energy company. A solar energy system retains the direct current (DC) electricity from the sun and converts it to alternating current (AC) electricity that can be used to power residential homes and commercial businesses. The solar business is based on the ability of the users of solar energy systems to save on energy costs and reduce their carbon imprint as compared with power purchased from the local electricity utility company. SolarMax was founded in 2008 to engage in the solar business in the United States and commenced operations in China in 2016. SolarMax’s United States operations primarily consist of the sale and installation of photovoltaic and battery backup systems for residential and commercial customers and sales of LED systems and services to government and commercial users. SolarMax’s China operations consist primarily of identifying and procuring solar farm projects for resale to third parties and performing EPC services primarily for solar farm projects. All of SolarMax’s revenues for 2022 and 2023 were generated by its United States operations.
Our website is www.solarmaxtech.com. Any information contained on, or that can be accessed through, our website or any other website or any social media is not a part of this press release.
| 1 |
Forward Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”) as well as Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended, that are intended to be covered by the safe harbor created by those sections. Forward-looking statements, which are based on certain assumptions and describe the Company's future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “will,” “should,” “would,” “could,” “seek,” “intend,” “plan,” “goal,” “project,” “estimate,” “anticipate,” “strategy,” “future,” “likely” or other comparable terms, although not all forward-looking statements contain these identifying words. All statements other than statements of historical facts included in this press release regarding the Company's strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. Important factors that could cause the Company's actual results and financial condition to differ materially from those indicated in the forward-looking statements. Such forward-looking statements are subject to risk and uncertainties, including, but not limited to, Solarmax’ ability to operate profitably in the future; (ii) SolarMax’ ability to obtain financing when required for its operations; (iii) SolarMax’ ability to generate profitable business in China; (iv) SolarMax’ ability to collect receivables from its China segment and (v) those risks described in “Cautionary Note on Forward-Looking Statements” “Item 1A Risk Factors,” “Item Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on April 16, 2024. SolarMax undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events except as required by law. You should read this press release with the understanding that SolarMax’ actual results may be materially different from what we expect.
Contact:
For more information, contact:
Stephen Brown, CFO
(951) 300-0711
| 2 |
SolarMax Technology, Inc. and Subsidiaries
Consolidated Balance Sheets
As of December 31, 2023 and December 31, 2022
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| December 31, 2023 |
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| December 31, 2022 |
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| Assets |
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| Current assets: |
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| Cash and cash equivalents |
| $ | 2,539,312 |
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| $ | 3,821,952 |
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| Accounts receivable, net |
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| 4,176,322 |
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| 5,933,477 |
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| Contract assets |
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| 549,118 |
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| 4,701,498 |
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| Receivable from SPIC and project companies (Note 2) |
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| 3,728,865 |
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| 3,822,123 |
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| Customer loans receivable, current, net |
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| 2,212,574 |
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| 3,437,634 |
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| Inventories, net |
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| 1,341,397 |
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| 3,404,902 |
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| Other receivables and current assets, net |
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| 5,373,997 |
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| 3,964,259 |
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| Total current assets |
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| 19,921,585 |
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| 29,085,845 |
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| Property and equipment, net |
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| 291,416 |
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| 444,173 |
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| Operating lease right-of-use assets |
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| 5,411,820 |
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| 6,884,362 |
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| Goodwill |
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| 7,584,779 |
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| 7,774,472 |
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| Investments in unconsolidated solar project companies |
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| 9,698,308 |
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| 9,054,759 |
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| Customer loans receivable, noncurrent, net |
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| 4,322,942 |
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| 6,842,805 |
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| Deferred tax assets |
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| 189,226 |
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| 107,628 |
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| Restricted cash, noncurrent |
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| 354,504 |
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| 346,999 |
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| Other assets |
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| 880,621 |
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| 937,185 |
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| Total assets |
| $ | 48,655,201 |
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| $ | 61,478,228 |
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| Liabilities and stockholders' deficit |
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| Current liabilities: |
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| Notes and accounts payable |
| $ | 3,384,195 |
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| $ | 2,231,432 |
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| Operating lease liabilities, current |
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| 1,497,555 |
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| 1,523,106 |
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| Bank and other unsecured loans, current |
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| 2,000,000 |
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| 2,033,451 |
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| Secured loans from related parties, current |
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| 11,358,658 |
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| 10,500,000 |
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| Secured convertible notes, current |
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| 8,680,000 |
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| 6,300,000 |
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| Contract liabilities |
|
| - |
|
|
| 4,036,348 |
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| Accrued expenses and other payables |
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| 16,480,896 |
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| 19,888,329 |
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| Total current liabilities |
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| 42,042,646 |
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| 46,512,666 |
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| Operating lease liabilities, noncurrent |
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| 4,078,569 |
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| 5,469,703 |
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| Secured loans from related parties, noncurrent, net of debt discount and issuance costs |
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| 7,000,000 |
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| 8,858,658 |
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| Secured convertible notes, noncurrent, net of debt discount and issuance costs |
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| 7,269,768 |
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| 13,295,829 |
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| Other liabilities |
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| 2,793,388 |
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| 3,548,921 |
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| Total liabilities |
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| 64,543,029 |
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| 77,685,777 |
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| Commitments and contingencies (Note 16) |
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| Stockholders’ deficit: |
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| Preferred stock, par value $0.001 per share; 15,000,000 shares authorized, none issued and outstanding as of December 31, 2023 and December 31, 2022 |
|
| - |
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| - |
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| Common stock, par value $0.001 per share; 297,225,000 shares authorized, 40,983,881 shares issued, and 39,735,536 shares outstanding as of December 31, 2023 and December 31, 2022 |
|
| 40,984 |
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| 40,984 |
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| Additional paid-in capital |
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| 55,786,634 |
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| 55,786,634 |
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| Treasury stock, at cost, 1,248,345 shares at December 31, 2023 and December 31, 2022 |
|
| (1,808,889 | ) |
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| (1,808,889 | ) |
| Accumulated deficit |
|
| (68,623,969 | ) |
|
| (69,058,755 | ) |
| Accumulated other comprehensive loss |
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| (1,282,588 | ) |
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| (1,167,523 | ) |
| Total stockholders’ deficit |
|
| (15,887,828 | ) |
|
| (16,207,549 | ) |
| Total liabilities and stockholders’ deficit |
| $ | 48,655,201 |
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| $ | 61,478,228 |
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| 3 |
SolarMax Technology, Inc. and Subsidiaries
Consolidated Statements of Operations
For the Years Ended December 31, 2023 and 2022
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| Years Ended December 31, |
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| 2023 |
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| 2022 |
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| Revenues |
| $ | 54,139,330 |
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| $ | 44,718,030 |
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| Cost of revenues |
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| 42,990,393 |
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| 37,236,493 |
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| Gross profit |
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| 11,148,937 |
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| 7,481,537 |
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| Operating expenses: |
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|
|
|
|
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| General and administrative |
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| 9,507,293 |
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| 14,370,085 |
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| Selling and marketing |
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| 1,157,793 |
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| 1,081,264 |
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| Total operating expense |
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| 10,665,086 |
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| 15,451,349 |
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| Operating income (loss) |
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| 483,851 |
|
|
| (7,969,812 | ) |
| Other income (expense): |
|
|
|
|
|
|
|
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| Interest income |
|
| 68,853 |
|
|
| 61,617 |
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| Interest expense |
|
| (1,576,749 | ) |
|
| (1,826,934 | ) |
| Equity in income of solar project companies |
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| 864,132 |
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| 493,648 |
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| Gain on debt extinguishment |
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| 26,821 |
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| 1,946,635 |
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| Gain on early termination of lease |
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| 4,212 |
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|
| 1,079,117 |
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| Other income (loss), net |
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| 499,472 |
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|
| (616,117 | ) |
| Total other income (expense) |
|
| (113,259 | ) |
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| 1,137,966 |
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| Income (loss) before income taxes |
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| 370,592 |
|
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| (6,831,846 | ) |
| Income tax provision (benefit) |
|
| (64,194 | ) |
|
| 41,432 |
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| Net income (loss) |
| $ | 434,786 |
|
| $ | (6,873,278 | ) |
| Net income (loss) per share |
|
|
|
|
|
|
|
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| Basic |
| $ | 0.01 |
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| $ | (0.17 | ) |
| Diluted |
| $ | 0.01 |
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| $ | (0.17 | ) |
| Weighted average shares of common stock: |
|
|
|
|
|
|
|
|
| Basic |
|
| 39,735,536 |
|
|
| 39,735,536 |
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| Diluted |
|
| 40,025,153 |
|
|
| 39,735,536 |
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| 4 |
SolarMax Technology, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2023 and 2022
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| Years Ended December 31, |
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| 2023 |
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| 2022 |
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| Operating activities |
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| Net income (loss) |
| $ | 434,786 |
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| $ | (6,873,278 | ) |
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
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|
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| Depreciation and amortization expense |
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| 180,670 |
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| 277,932 |
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| Amortization of loan discounts on customer loan receivables |
|
| (53,909 | ) |
|
| (147,050 | ) |
| Amortization of debt discount and debt issuance costs |
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| 180,760 |
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| 171,775 |
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| Amortization of operating lease right-of-use assets |
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| 1,432,343 |
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| 1,094,234 |
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| Provision for (recovery of) credit losses and loan losses |
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| 56,751 |
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| 61,744 |
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| Provision for excess and obsolete inventories |
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| 110,863 |
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| 70,364 |
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| Provision for warranty, customer care and production guaranty |
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| 639,279 |
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| 536,494 |
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| Equity in income of investment in excess of distribution received |
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| (864,132 | ) |
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| (493,648 | ) |
| Deferred income tax provision |
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| (84,194 | ) |
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| (92,740 | ) |
| Gain on disposal of property and equipment |
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| (21,449 | ) |
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| (80,290 | ) |
| Gain on debt extinguishment |
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| (26,821 | ) |
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| (1,946,635 | ) |
| Gain on early termination of lease |
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| (4,212 | ) |
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| (1,079,117 | ) |
| Write off of capitalized merger costs |
|
| - |
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| 3,377,526 |
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| Other |
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| 295,348 |
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|
| - |
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| Changes in operating assets and liabilities: |
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|
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|
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| Accounts receivable |
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| 1,536,755 |
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|
| (3,095,068 | ) |
| Contract assets |
|
| 4,152,380 |
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|
| (2,140,577 | ) |
| Unbilled receivables |
|
| - |
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|
| 4,814,095 |
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| Receivables from SPIC and project companies |
|
| 372,247 |
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|
| 8,078 |
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| Customer loans receivable |
|
| 3,849,570 |
|
|
| 5,531,086 |
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| Inventories |
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| 1,952,642 |
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|
| (119,384 | ) |
| Other receivables and current assets |
|
| (1,404,001 | ) |
|
| (1,098,423 | ) |
| Other assets |
|
| 27,283 |
|
|
| 25,644 |
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| Notes and accounts payable |
|
| 1,152,763 |
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|
| (2,580,829 | ) |
| Operating lease liabilities |
|
| (1,372,274 | ) |
|
| (1,091,303 | ) |
| Contract Liabilities |
|
| (4,036,348 | ) |
|
| 2,649,370 |
|
| Accrued expenses and other payables |
|
| (2,940,629 | ) |
|
| (236,644 | ) |
| Other liabilities |
|
| (1,379,324 | ) |
|
| 485,073 |
|
| Net cash provided by (used in) operating activities |
| $ | 3,814,900 |
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| $ | (1,971,571 | ) |
| Investing activities |
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|
|
|
|
|
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| Issuance of note receivable to SPAC and Sponsor |
| $ | - |
|
| $ | (288,856 | ) |
| Purchase of property and equipment |
|
| (27,999 | ) |
|
| (83,466 | ) |
| Proceeds from disposal of property and equipment |
|
| 21,449 |
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|
| 91,798 |
|
| Net cash used in investing activities |
|
| (6,550 | ) |
|
| (280,524 | ) |
| Financing activities |
|
|
|
|
|
|
|
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| Principal repayment on convertible notes |
|
| (4,800,000 | ) |
|
| (7,050,000 | ) |
| Principal repayment on borrowings |
|
| (33,451 | ) |
|
| (68,240 | ) |
| Repayment on equipment capital lease |
|
| (15,488 | ) |
|
| (25,396 | ) |
| Payments related to Uonone acquisition contingency (Note 14) |
|
| (6,841,501 | ) |
|
| (356,329 | ) |
| Proceeds from Uonone acquisition contingency (Note 14) |
|
| 6,644,817 |
|
|
| - |
|
| Net cash used in financing activities |
|
| (5,045,623 | ) |
|
| (7,499,965 | ) |
| Effect of exchange rate |
|
| (37,862 | ) |
|
| 518,737 |
|
| Net decrease in cash, cash equivalents, and restricted cash |
|
| (1,275,135 | ) |
|
| (9,233,323 | ) |
| Cash, cash equivalents, and restricted cash, beginning of year |
|
| 4,168,951 |
|
|
| 13,402,274 |
|
| Cash, cash equivalents, and restricted cash, end of year |
| $ | 2,893,816 |
|
| $ | 4,168,951 |
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|
|
|
|
|
|
|
|
|
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| Supplemental disclosures of cash flow information: |
|
|
|
|
|
|
|
|
| Interest paid in cash |
| $ | 1,086,314 |
|
| $ | 1,628,570 |
|
| Income taxes paid in cash |
| $ | 177,377 |
|
| $ | 4,520 |
|
|
|
|
|
|
|
|
|
|
|
| Non-cash activities for investing and financing activities: |
|
|
|
|
|
|
|
|
| Right-of-use assets acquired through operating leases |
| $ | - |
|
| $ | 6,274,652 |
|
| Right-of-use assets acquired through operating leases, related party |
| $ | 912,983 |
|
| $ | 5,165,503 |
|
| Promissory note issued in lieu of a payable for rent and security deposit |
| $ | - |
|
| $ | 1,358,658 |
|
| Convertible notes issued to related parties in lieu of EB-5 loan payment |
| $ | 1,000,000 |
|
| $ | 2,141,342 |
|
| Cash balance at the beginning of the year: |
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
| $ | 3,821,952 |
|
| $ | 9,886,195 |
|
| Restricted cash, current |
|
| - |
|
|
| 3,195,731 |
|
| Restricted cash, noncurrent |
|
| 346,999 |
|
|
| 320,348 |
|
|
|
| $ | 4,168,951 |
|
| $ | 13,402,274 |
|
|
|
|
|
|
|
|
|
|
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| Cash balance at the end of the year: |
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
| $ | 2,539,312 |
|
| $ | 3,821,952 |
|
| Restricted cash, current |
|
| - |
|
|
| - |
|
| Restricted cash, noncurrent |
|
| 354,504 |
|
|
| 346,999 |
|
|
|
| $ | 2,893,816 |
|
| $ | 4,168,951 |
|
| 5 |
Cover |
Apr. 16, 2024 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | SolarMax Technology, Inc. |
| Entity Central Index Key | 0001519472 |
| Document Type | 8-K |
| Amendment Flag | false |
| Entity Emerging Growth Company | true |
| Document Period End Date | Apr. 16, 2024 |
| Entity Ex Transition Period | false |
| Entity File Number | 001-41959 |
| Entity Incorporation State Country Code | NV |
| Entity Tax Identification Number | 26-2028786 |
| Entity Address Address Line 1 | 3080 12th Street |
| Entity Address City Or Town | Riverside |
| Entity Address State Or Province | CA |
| Entity Address Postal Zip Code | 92507 |
| City Area Code | 951 |
| Local Phone Number | 300-0788 |
| Security 12b Title | Common Stock, par value $0.001 per share |
| Trading Symbol | SMXT |
| Security Exchange Name | NASDAQ |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |