TOYO Co., Ltd (Nasdaq: TOYO) (“TOYO” or the “Company”), a solar solution company, today announced certain updates to its press release issued on April 28, 2025, announcing the Company's second half and fiscal year ended December 2024 financial results. The Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2024, was filed with the Securities and Exchange Commission (“SEC”) on May 12, 2025.
The operating expenses, general and administrative expenses, net income, and earnings per share for the fiscal year ended 2024 disclosed in the prior press release are updated and reflected in the audited financial statements as set forth below.
Operating expenseswere $13.0million for 2024 compared to $4.7 million in the prior year, representing an increase of 180.4% year-over-year.
— Selling and marketing expenses were $1.6 million for the fiscal year 2024 compared to $0.02 million in 2023. The increase was primarily due to an increase of approximately $1.2 million in freight and handling expenses and an increase of approximately $0.2 million in sales commissions.
— General and administrative expenses were $11.4 million for the fiscal year 2024, an increase from $4.6 million in 2023. The increase was primarily attributable to an increase of payroll and welfare expenses of approximately $3.3 million, an increase of audit and consulting expenses of approximately $1.9 million, an increase of approximately $0.6 million in rental expenses, an increase of approximately $0.9 million in depreciation and amortization expenses, and expense of offering cost allocated to contingent consideration payable.
Net income was $40.5million for 2024, compared to a net income of $9.9 million in the prior year. Net income in 2024 included a $35.1 million change in fair value of contingent consideration payable for 13 million earnout shares.
Earnings per share under US GAAP, basic and diluted,were $1.09for 2024 compared to earnings per share, basic and diluted, of $0.24 in the prior year.
Earnout shares to be released to initial shareholders would be calculated based on the Company's audited net profit of $5.4 million, which excludes changes in fair value of such earnout shares as of December 31, 2024, divided by the benchmark amount of $41 million multiplied by 13 million earnout shares. 11,287,703 earnout shares are expected to be surrendered to and canceled by the Company, resulting in a total of 35,308,040 ordinary shares issued and outstanding immediately after such surrender.
As of December 31, 2024, the Company had $17.1million in cash and restricted cash in total, compared to $19.0 million as of December 31, 2023.
For more information, investors will be able to obtain copies of the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2024 at the SEC' website at www.sec.gov.
About TOYO Co., Ltd.
TOYO is a solar solutions company that is committed to becoming a full-service solar solutions provider in the global market, integrating the upstream production of wafers and silicon, midstream production of solar cells, downstream production of photovoltaic modules, and potentially other stages of the solar power supply chain. TOYO is well-positioned to produce high-quality solar cells at a competitive scale and cost.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the expected growth of TOYO, the expected order delivery of TOYO, TOYO's construction plan of manufactures, and strategies of building up an integrated value chain in the U.S. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of TOYO's management and are not predictions of actual performance.
These statements involve risks, uncertainties, and other factors that may cause actual results, activity levels, performance, or achievements to materially differ from those expressed or implied by these forward-looking statements. Although TOYO believes that it has a reasonable basis for each forward-looking statement contained in this press release, TOYO caution you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. In addition, there are risks and uncertainties described in the documents filed by TOYO from time to time with the SEC. These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.
TOYO cannot assure you that the forward-looking statements in this press release will prove to be accurate. These forward-looking statements are subject to several risks and uncertainties, including, among others, the outcome of any potential litigation, government or regulatory proceedings, the sales performance of TOYO, and other risks and uncertainties, including but not limited to those included under the heading “Risk Factors” of the filings of TOYO with the SEC. There may be additional risks that TOYO does not presently know or that TOYO currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In light of the significant uncertainties in these forward-looking statements, nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. The forward-looking statements in this press release represent the views of TOYO as of the date of this press release. Subsequent events and developments may cause those views to change. However, while TOYO may update these forward-looking statements in the future, there is no current intention to do so except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing the views of TOYO as of any date subsequent to the date of this press release. Except as may be required by law, TOYO does not undertake any duty to update these forward-looking statements.
Contact Information:
For TOYO Co., Ltd. IR@toyo-solar.com
Crocker Coulson Email: crocker.coulson@aummedia.org Tel: (646) 652-7185
TOYOCo., LtdCONSOLIDATED BALANCE SHEETS(Currency expressed in United States Dollars (“US$”), except for number of shares) December 31, December 31, 2024 2023ASSETSCurrent AssetsCash $ 13,654,445 $ 18,035,405Restricted cash 1,878,267 82,195Accounts receivable, net 6,913,996 -Accounts receivable – related parties 11,840,648 -Prepayments 392,249 149,304Prepayments – a related party – 24,400,798Inventories, net 19,984,094 39,999,992Other current assets 725,130 85,702Total Current Assets 55,388,829 82,753,396Non-current AssetsRestricted cash, non-current 1,616,677 879,893Deferred offering costs – 2,084,810Long-term prepaid expenses 7,217,986 7,757,193Deposits for property and equipment 9,716,009 1,466,878Property and equipment, net 129,039,494 142,781,558Right of use assets 36,627,800 537,032Other non-current assets 192,905 22,250Total Non-current Assets 184,410,871 155,529,614Total Assets $ 239,799,700 $ 238,283,010LIABILITIES AND EQUITYCurrent LiabilitiesShort-term bank borrowings $ 16,126,730 $ -Accounts payable 17,629,696 37,221,124Contract liabilities 3,635,144 530,817Contract liabilities – related parties 20,098,561 28,815,934Income tax payable 781,238 -Due to related parties 56,633,373 96,867,739Other payable and accrued expenses 3,392,774 5,606,763Lease liabilities, current 2,118,900 151,260Contingent consideration payable (13,000,000 earnout shares subject to surrender and cancel as of December 31,2024) 4,617,000 -Total Current Liabilities 125,033,416 169,193,637Lease liabilities, non-current 34,327,142 372,725Long-term bank borrowings 20,999,733 11,819,527Total Non-current Liabilities 55,326,875 12,192,252Total Liabilities 180,360,291 181,385,889Commitments and Contingencies (Note 16)EquityOrdinary shares (par value $0.0001 per share, 500,000,000 shares authorized, 46,595,743 shares issued, and33,595,743 shares outstanding (excluding 13,000,000 earnout shares subject to surrender and cancel) as ofDecember 31, 2024 and 41,000,000 shares issued and outstanding as of December 31, 2023, respectively)* 3,359 4,100Additional paid-in capital 14,414,905 49,995,900Retained earnings 50,316,486 9,702,316Accumulated other comprehensive loss (5,494,790) (2,805,195)Total TOYO Co., Ltd Shareholders' Equity 59,239,960 56,897,121Non controlling interest 199,449 -Total Equity 59,439,409 56,897,121Total Liabilities and Equity $ 239,799,700 $ 238,283,010The share information is presented on a retroactive basis to reflect the reorganization effected on February 27, 2024 (Note 1).
TOYOCo., LtdCONSOLIDATED STATEMENTS OF OPERATIONSAND COMPREHENSIVE INCOME(Currency expressed in United States Dollars (“US$”), except for number of shares) For the Period from its inception on November 8, For the Year Ended 2022 through December 31, December 31, 2024 2023 2022Revenues from related parties $ 127,271,262 $ 61,504,724 $ -Revenues from third parties 49,685,866 872,666 -Revenues 176,957,128 62,377,390 -Cost of revenues – related parties (95,904,220) (35,923,151) -Cost of revenues – third parties (59,154,996) (9,823,709) -Cost of revenues (155,059,216) (45,740,860) -Gross profit 21,897,912 16,636,530 -Operating expensesSelling and marketing expenses (1,625,724) (17,573) -General and administrative expenses (11,412,152) (4,632,009) (187,422)Total operating expenses (13,037,876) (4,649,582) (187,422)Income (loss) from operations 8,860,036 11,986,948 (187,422)Other income (expenses)Interest (expenses) income, net (3,264,646) (3,261,459) 583Other income, net 586,167 1,163,666 -Changes in fair value of contingent consideration payable 35,100,000 – -Total other income (expenses), net 32,421,521 (2,097,793) 583Income (loss) before income taxes 41,281,557 9,889,155 (186,839)Income tax expenses (781,238) – -Net income (loss) $ 40,500,319 $ 9,889,155 $ (186,839)Less: net loss attributable to noncontrolling interests (113,851) – -Net income (loss) attributable to TOYO Co., Ltd's shareholders $ 40,614,170 $ 9,889,155 $ (186,839)Other comprehensive (loss) incomeForeign currency translation adjustment (2,689,595) (3,200,853) 395,658Comprehensive income $ 37,810,724 $ 6,688,302 $ 208,819Less: net loss attributable to noncontrolling interests (113,851) – -Comprehensive income attributable to TOYO Co., Ltd's shareholders $ 37,924,575 $ 6,688,302 $ 208,819Weighted average number of ordinary share outstanding- basic and diluted* 30,751,424 $ 41,000,000 $ 41,000,000Earnings (loss) per share – basic and diluted* $ 1.09 $ 0.24 $ (0.00)The shares and per share information are presented on a retroactive basis to reflect the reorganization effected on February 27, 2024 (Note 1).
TOYOCo., LtdCONSOLIDATED STATEMENTS OF CHANGES IN EQUITY(Currency expressed in United States Dollars (“US$”), except for number of shares) Attributable to TOYO Co., Ltd's shareholders Retained Accumulated Ordinary shares Additional Earnings other Non- Number of (Accumulated comprehensive controlling Total shares* Amount paid-in capital deficit) income (loss) interest AmountBalance as of itsinceptionon November 8, 2022 – $ – $ – $ – $ – $ – $ -Capital injection fromshareholders 41,000,000 4,100 7,635,319 – – – 7,639,419Net loss – – – (186,839) – – (186,839)Foreign currencytranslationadjustments – – – – 395,658 – 395,658Balance as ofDecember 31, 2022 41,000,000 $ 4,100 $ 7,635,319 $ (186,839) $ 395,658 $ – $ 7,848,238Capital injection fromshareholders – – 42,360,581 – – – 42,360,581Net loss – – – 9,889,155 – – 9,889,155Foreign currencytranslationadjustments – – – – (3,200,853) – (3,200,853)Balance as ofDecember 31, 2023 41,000,000 $ 4,100 $ 49,995,900 $ 9,702,316 $ (2,805,195) $ – $ 56,897,121Reverse recapitalization 4,425,743 442 (851,791) – – – (851,349)Reclassification ofearnout shares (13,000,000) (1,300) (39,715,700) – – – (39,717,000)Capitalization ofoffering costs pursuantto reverserecapitalization – – (2,572,889) – – – (2,572,889)Issuance of ordinaryshares to a privateplacement investor 1,100,000 110 5,999,990 – – – 6,000,100Capital injection fromshareholders – – 10,000 – – – 10,000Capital injection fromshareholders – – 10,000 – – – 10,000Issuance of ordinaryshares to independentdirectors 70,000 7 608,993 – – – 609,000Asset acquisition byissuing a subsidiary'sshares – – 940,402 – – 313,300 1,253,702Net income – – – 40,614,170 – (113,851) 40,500,319Foreign currencytranslationadjustments – – – – (2,689,595) – (2,689,595)Balance as ofDecember 31, 2024 33,595,743 $ 3,359 $ 14,414,905 $ 50,316,486 $ (5,494,790) $ 199,449 $ 59,439,409The share information is presented on a retroactive basis to reflect the reorganization effected on February 27, 2024 (Note 1).
TOYO Co., LtdCONSOLIDATED STATEMENTS OF CASH FLOWS(Currency expressed in United States Dollars (“US$”) For the Period from its inception on November 8, For the Year Ended 2022 through December 31, December 31, 2024 2023 2022Cash flows from operating activities:Net income (loss) 40,500,319 $ 9,889,155 $ (186,839)Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:Depreciation of property and equipment 23,235,143 2,607,276 16Loss from disposal of property and equipment – 13,511 -Amortization of right of use assets 289,198 114,614 1,060Loss from early termination of lease agreement 29,186 – -Amortization of long-term prepaid expenses 171,419 180,192 29,573Share-based compensation 609,000 – -Changes in fair value of contingent consideration payable (35,100,000) – -Inventory write down 2,536,668 – -Expense of offering cost allocated to contingent consideration payable 359,000 – -Changes in operating assets and liabilities:Accounts receivable (6,138,919) – -Accounts receivable – related parties (11,984,896) – -Prepayments (254,223) (152,023) -Prepayments – a related party 23,635,352 (24,845,082) -Inventories 15,882,337 (40,728,301) -Other current assets (1,427,492) (87,263) -Long-term prepaid expenses – – (7,984,714)Other non-current assets (171,353) (22,655) -Accounts payable 3,034,220 2,079,725 798,471Contract liabilities 3,183,138 540,481 -Contract liabilities – a related party (7,813,425) 29,340,608 -Income tax payable 781,238 – -Due to related parties (1,593,064) 3,267,670 1,685,008Other payable and accrued expenses (2,769,631) 5,404,730 65,983Lease liabilities (486,475) (131,655) 2,639Net cash provided by (used in) operating activities 46,506,740 (12,529,017) (5,588,803)Cash flows from investing activities:Purchase of property and equipment (42,501,403) (114,113,439) (243,937)Purchase of property and equipment from a related party (1,542,768) (126,272) -Net cash used in investing activities (44,044,171) (114,239,711) (243,937)Cash flows from financing activities:Capital injection from shareholders 10,000 42,360,581 7,639,419Proceeds from private placement 6,000,100 – -Proceeds from bank borrowings 65,663,820 12,034,734 -Repayment of bank borrowings (39,546,161) – -Proceeds from borrowings from a related party 5,000,000 93,571,624 -Repayment of borrowings to a related party (38,093,104) – -Payments of offering costs (1,124,374) (1,817,310) -Net cash (used in) provided by financing activities (2,089,719) 146,149,629 7,639,419Effect of exchange rate changes on cash (2,220,954) (2,448,856) 258,769Net (decrease) increase in cash $ (1,848,104) $ 16,932,045 $ 2,065,448Cash and restricted cash at beginning of year 18,997,493 2,065,448 -Cash and restricted cash at end of year $ 17,149,389 $ 18,997,493 $ 2,065,448Supplemental cash flow informationCash paid for interest expense $ 3,316,100 $ – $ -Cash paid for income tax $ – $ – $ -Noncash investing and financing activitiesOperating lease right-of-use assets obtained in exchange for operating lease liabilities $ 3,636,453 $ 473,014 $ 186,950Payables related to purchase of property and equipment $ 819,599 $ 34,743,940 $ -Payment of offering costs by a related party $ – $ 81,025 $ -Accrual of offering costs $ – $ 892,976 $ -Transfer of equity interest of a subsidiary in exchange for asset acquisition in Solar Texas $ 1,253,702 $ – $ -Reconciliation of cash and restricted cash to the consolidated balance sheetsCash $ 13,654,445 $ 18,035,405 $ 2,065,448Restricted cash 1,878,267 82,195 -Restricted cash, non-current 1,616,677 879,893 – $ 17,149,389 $ 18,997,493 $ 2,065,448
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