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UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December
16, 2024
Maison Solutions Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-41720 |
|
84-2498787 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
127 N Garfield Ave, Monterey Park, California
91754
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code: (626) 737-5888
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a -12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | 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 |
| Class A common stock, $0.0001 par value per share |
|
MSS |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in 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 checkmark
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 December 16, 2024, Maison Solutions Inc. (the “Company”) issued a press release reporting its financial results for the
second quarter and first six months of fiscal 2025 ended October 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to
this Current Report on Form 8-K.
The information furnished pursuant to this Item 2.02,
including Exhibit 99.1, 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 under that section and shall not be deemed to be 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 of this Current Report on Form 8-K, regardless of any general incorporation language in the filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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 hereunto duly authorized.
| Date: December 16, 2024 |
MAISON SOLUTIONS INC. |
| |
|
| |
By: |
/s/ John Xu |
| |
|
John Xu |
| |
|
Chief Executive Officer, Chairman and President |
2
Exhibit 99.1
Maison Solutions Reports Second Quarter and
Six-Month 2025 Financial Results
MONTEREY PARK, Calif. / ACCESSWIRE / December 16, 2024 / Maison
Solutions Inc. (NASDAQ: MSS) (“Maison Solutions” or the “Company”), a U.S.-based specialty grocery retailer offering
traditional Asian and international food and merchandise, today announced financial results for the second quarter and six-months ended
October 31, 2024.
Management Commentary
“I am pleased to announce another quarter of sequential and year-over-year
top-line growth, a clear reflection of the successful and immediate impacts of our Lee Lee acquisition,” said John Xu, President,
Chairman and Chief Executive Officer of Maison Solutions. “When excluding the impact of our investments in non-operating stores
within the Maison umbrella, we delivered organic year-over-year growth across our operating entities, as demonstrated by the growth in
operating income and EBITDA figures. These are encouraging indicators as we work to further optimize margins and maintain consistent bottom-line
profitability. One of our key milestones this past quarter was the successful completion of our El Monte store renovation. This marked
a pivotal step in our broader corporate initiative to revitalize and enhance the customer experience across our California store portfolio.
The successful completion of this first renovation lays the groundwork for our broader renovation plans in 2025 and beyond, aimed at enhancing
in-store sales performance, leveraging new technologies, and catering to evolving customer preferences to drive financial growth in this
key region. Beyond this ongoing initiative, our long-term strategy remains firmly focused on identifying and pursuing additional strategic
acquisition. We are targeting established, profitable grocery stores with a rapidly growing and loyal Asian customer base, where synergies
with our broader company brand and vision are clear. As we head into the new year, we are committed to maintaining the
momentum of consistent year-over-year growth.”
Second Quarter 2025 Financial Results
Total net revenues for the second quarter increased 125.3% to $31.0
million compared to $13.8 million in the same period last fiscal year. The increase was primarily driven by the inclusion of revenues
from our newly acquired subsidiary, Lee Lee (acquired in April 2024).
Net revenues from perishable goods for the second quarter increased
114.3% to $16.0 million compared to $7.5 million in the same period last fiscal year. Net revenues from non-perishable goods for the second
quarter increased 138.5% to $15.0 million compared to $6.3 million in the same period last fiscal year.
Total cost of revenues for the second quarter was $22.9 million compared
to $10.6 million in the same period last fiscal year. The increase was primarily from the newly acquired subsidiary, Lee Lee, partly offset
by decreased cost of revenues from the four California-based supermarkets.
Gross profit for the second quarter was $8.2 million, while gross margin
was 26.3%. Gross profit for the same period last fiscal year was $3.1 million, while gross margin was 22.7%. The increase was primarily
due to higher gross profit from the newly acquired subsidiary, Lee Lee.
EBITDA for the second quarter was $0.7 million compared to $0.3 million
in the same period last fiscal year.
Net loss attributable to Maison Solutions for the second quarter was
approximately $256,000, compared to a net income of approximately $91,500 for the same period last fiscal year.
Six Month 2025 Financial Results
Total net revenues for the first six months of fiscal 2025 increased
120.5% to $60.7 million compared to $27.5 million in the same period last fiscal year. The increase was primarily driven by the inclusion
of revenues from the newly acquired subsidiary, Lee Lee.
Net revenues from perishable goods for the first six months of fiscal
2025 increased 105.4% to $31.2 million compared to $15.2 million in the same period last fiscal year. Net revenues from non-perishable
goods for the first six months of fiscal 2025 increased 139.1% to $29.5 million compared to $12.3 million in the same period last fiscal
year.
Total cost of revenues for the first six months of fiscal 2025 was
$44.3 million compared to $21.3 million in the same period last fiscal year. The increase was primarily from the newly acquired subsidiary,
Lee Lee, partly offset by decreased cost of revenues from the four California-based supermarkets.
EBITDA for the first six months of fiscal 2025 was $2.4 million compared
to $0.5 million in the same period last fiscal year.
Gross profit for the first six months of fiscal 2025 was $16.4 million,
while gross margin was 27.1%. Gross profit for the same period last fiscal year was $6.2 million, while gross margin was 22.6%. The increase
was primarily due to higher gross profit from the newly acquired subsidiary, Lee Lee.
Net income attributable to Maison Solutions for the first six months
of fiscal 2025 was approximately $445,000, compared to a net loss of approximately $13,500 for the same period last fiscal year. The increase
was primarily due to the increase was primarily due to the aforementioned reasons above around the increases in revenue and gross profit.
Fiscal Year 2025
Guidance
The
Company is reiterating the following guidance for fiscal year 2025:
| ● | Revenues
between $120 million and $125 million |
| | | |
For
more information regarding Maison Solution’s financial results, including financial tables, please see our Form 10-Q for
the second quarter ended October 31, 2024, to be filed with the U.S. Securities and Exchange Commission (the “SEC”) on December
16, 2024. The Company’s SEC filings can be found on the SEC’s website at https://www.sec.gov/ or the Company’s investor
relations site at https://investors.maisonsolutionsinc.com/.
About Maison Solutions Inc.
Maison Solutions Inc. is a U.S.-based specialty grocery retailer offering
traditional Asian food and merchandise, particularly to members of Asian-American communities. The Company is committed to providing Asian
fresh produce, meat, seafood, and other daily necessities in a manner that caters to traditional Asian-American family values and cultural
norms, while also accounting for the new and faster-paced lifestyle of younger generations and the diverse makeup of the communities in
which the Company operates. Since its formation in 2019, the Company has acquired equity interests in four traditional Asian supermarkets
in the Los Angeles, California area, operating under the brand name HK Good Fortune, and three supermarkets in the Phoenix and Tucson,
Arizona metro areas, operating under the brand name Lee Lee International Supermarket. To learn more about Maison Solutions, please visit
the Company’s website at www.maisonsolutionsinc.com. Follow us on LinkedIn and X.
Non-GAAP Financial Measures
As required by the rules of the Securities and Exchange Commission
(“SEC”), we provide reconciliations of EBITDA, a non-GAAP financial measure, contained in this press release to the most directly
comparable measure under GAAP, which reconciliations are set forth in the table below.
Maison Solutions Inc. uses a variety of operational and financial metrics,
including non-GAAP financial measures such as EBITDA to enable it to analyze its performance and financial condition. EBITDA excludes
items that may not be reflective of, or are unrelated to, the Company’s core operating performance, and may assist investors with
comparisons to prior periods and assessing trends in our underlying business. Because EBITDA is a non-GAAP financial measure, other companies
may calculate EBITDA differently, and therefore our measures may not be comparable to similarly titled measures used by other companies.
The presentation of non-GAAP financial information should not be considered in isolation or as a substitute for, or superior to, the financial
information prepared and presented in accordance with GAAP. EBITDA should only be used as a supplemental measure of our operating and
financial performance.
| | |
Six Months ended
October 31, | | |
Three Months ended
October 31, | |
| | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| Net Income | |
$ | 301,731 | | |
$ | 64,754 | | |
$ | (316,095 | ) | |
$ | 91,478 | |
| Interest Expense | |
| 425,767 | | |
| 76,531 | | |
| 242,380 | | |
| 29,965 | |
| Interest Income | |
| (10,875 | ) | |
| (898 | ) | |
| (10,875 | ) | |
| (898 | ) |
| Income Tax Expense | |
| 1,199,324 | | |
| 266,066 | | |
| 563,096 | | |
| 147,160 | |
| Depreciation and Amortization Expense | |
| 527,543 | | |
| 127,451 | | |
| 260,648 | | |
| 60,215 | |
| | |
| | | |
| | | |
| | | |
| | |
| EBTIDA | |
$ | 2,443,490 | | |
$ | 533,904 | | |
$ | 739,154 | | |
$ | 327,920 | |
Cautionary Note Concerning Forward-Looking Statements
This press release contains “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995. We caution readers that forward-looking statements are predictions
based on our current expectations about future events. These forward-looking statements are not guarantees of future performance and are
subject to risks, uncertainties and assumptions that are difficult to predict. Our actual results, performance, or achievements could
differ materially from those expressed or implied by the forward-looking statements as a result of a number of factors, including the
risks discussed under the heading “Risk Factors” discussed under the caption “Item 1A. Risk Factors” in Part I
of our most recent Annual Report on Form 10-K or any updates discussed under the caption “Item 1A. Risk Factors” in Part II
of our Quarterly Reports on Form 10-Q and in our other filings with the SEC, copies of which are available on the SEC’s website at www.sec.gov.
Maison Solutions undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise that occur after the date of this release, except as required by law.
Investor Relations Contact:
Gateway Group, Inc.
+1-949-574-3860
MSS@gateway-grp.com
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