Exhibit 99.1

 

BLUELA CARSHARING, LLC

 

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

 

   
 

 

BLUELA CARSHARING, LLC

 

INDEX TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

 

  Page
   
Independent Auditor’s Report 2 - 3
   

Financial Statements

 
Balance Sheets 3
Statements of Income and Accumulated Deficit 5
Statements of Cash Flows 6
Notes to Financial Statements 8 - 14
   

Supplementary Information

 
Independent Auditor’s Report on Supplementary Information 16
Schedule I - Statements of Cost of Sales 17
Schedule II - Statements of Operating Expenses 18

 

 -1- 

 

 

INDEPENDENT AUDITOR’S REPORT

 

To the Board of Directors of

BlueLA Carsharing, LLC

Los Angeles, California

 

We have audited the accompanying financial statements of BlueLA Carsharing, LLC, which comprise the balance sheets as of December 31, 2019 and 2018, and the related statements of income, accumulated deficit, and cash flows for the years then ended, and the related notes to the financial statements.

 

Management’s Responsibility for the Financial Statements

 

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

 

Auditor’s Responsibility

 

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our unmodified opinion on 2019 and our qualified audit opinion on 2018.

 

Basis for Qualified Opinion on the Results of Operations and Cash flows

 

Because it was an initial audit engagement and in accordance with the terms of our engagement, we have not applied audit procedures necessary to obtain sufficient appropriate audit evidence about the classifications and amounts comprising the balance sheet at December 31, 2017. At December 31, 2017, some aspects of the balance sheet, including classifications and amounts, materially affect the determination of the results of operations and cash flows for the year ended December 31, 2018.

 

Unmodified opinion on 2019 and qualified opinion on 2018

 

In our opinion, except for the possible effects on the 2018 financial statements of the matter discussed in the Basis for Qualified Opinion on the Results of Operations, Cash flows, and Consistency paragraph, the financial statements referred to in the first paragraph present fairly, in all material respects, the financial position of BlueLA Carsharing, LLC as of December 31, 2019 and 2018, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

 

Constantin Associates, LLP

 

New York, New York

May 20, 2020

 

 -2- 

 

 

BLUELA CARSHARING, LLC

 

BALANCE SHEETS

DECEMBER 31, 2019 AND 2018

 

ASSETS

 

   2019   2018 
Current assets          
Cash and cash equivalents (Note 1)  $488,613   $859,000 
Accounts receivable - trade, net of an allowance of $197,219 and $60,646, respectively (Note 1)   49,082    22,391 
Accounts receivable - related party (Note 2)   26,356    - 
Other receivables   14,440    11,967 
Grant to be received (Note 3)   217,255    334,560 
Prepaid expenses   4,016    119,024 

Total current assets

   799,762    1,346,942 
           
Property and equipment, net of accumulated depreciation (Notes 1 and 4)   -    3,106,784 
           
Other assets          
Intangible assets, net of accumulated amortization (Notes 1 and 5)   -    521,404 
Security deposits   73,357    34,560 
Total other assets   73,357    555,964 

Total assets

  $873,119   $5,009,690 

 

The accompanying notes are an integral part of these financial statements.

 

 -3- 

 

 

LIABILITIES AND STOCKHOLDER’S DEFICIT

 

   2019   2018 
Current liabilities          
Accounts payable - trade  $100,075   $93,736 
Accounts payable - related party (Note 2)   268,057    631,866 
Payroll and related accruals   75,789    18,495 
Accrued expenses and other current liabilities (Note 1)   212,954    124,452 
Accrued expenses - related party (Note 2)   196,640    255,132 
Note payable - related party (Note 2)   12,677,379    7,694,268 
Provision for risk (Note 6)   754,659    - 
           
Total current liabilities   14,285,553    8,817,949 
           
Long-term liabilities          
Deferred grant (Note 7)   -    607,381 
           
Total long-term liabilities   -    607,381 
           
Commitments and contingencies (Note 8)          
Stockholder’s deficit          
Common stock   100    100 
Accumulated deficit (Note 10)   (13,412,534)   (4,415,740)
           
Total stockholder’s deficit   (13,412,434)   (4,415,640)
           
Total liabilities and stockholder’s deficit  $873,119   $5,009,690 

 

 -4- 

 

 

BLUELA CARSHARING, LLC

 

STATEMENTS OF INCOME AND ACCUMULATED DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

 

   2019   2018 
         
Revenue, net (Note 1)  $577,712   $159,831 
           
Cost of sales (Note 11 and Schedule I)   622,260    290,475 
           
Gross profit   (44,548)   (130,644)
           
Operating expenses (Note 11 and Schedule II)   8,717,807    3,180,366 
           
Operating loss   (8,762,355)   (3,311,010)
           
Other income (expenses)          
Interest expense, net   (322,407)   (172,627)
Realized exchange gain (loss), net   13,228    (5,972)
Other income (Note 3)   50,000    50,000 
Grant income (Note 7)   27,540    712,883 
           
Total other income (expenses)   (231,639)   584,284 
           
Loss before income taxes   (8,993,994)   (2,726,726)
           
Provision for income taxes (Note 9)   2,800    800 
           
Net loss   (8,996,794)   (2,727,526)
           
Accumulated deficit - beginning of year   (4,415,740)   (1,688,214)
           
Accumulated deficit - end of year (Note 10)  $(13,412,534)  $(4,415,740)

 

The accompanying notes are an integral part of these financial statements.

 

 -5- 

 

 

BLUELA CARSHARING, LLC

 

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

 

  

2019

   2018  
       (Unaudited) 
Cash flows from operating activities          
Net loss  $(8,996,794)  $(2,727,526)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities          
Depreciation and amortization   4,210,796    212,898 
Provision for bad debt   136,573    60,646 
Provision for risk   754,659    - 
           
(Increase) decrease in:          
Accounts receivable - trade   (163,264)   5,064 
Accounts receivable - related party   (26,356)   - 
Other receivables   (2,473)   (7,242)
Grant to be received   267,305    (280,898)
Prepaid expenses   115,008    (87,724)
Security deposits   (38,797)   (4,130)
           
Increase (decrease) in:          
Accounts payable - trade   6,339    (110,986)
Accounts payable - related party   (363,809)   631,866 
Payroll and related accruals   57,294    18,495 
Accrued expenses and other current liabilities   88,502    (94,017)
Accrued expenses - related party   (58,492)   255,132 
           
Net cash used in operating activities   (4,013,509)   (2,128,422)
           
Cash flows from investing activities          
Purchase of property and equipment   (1,539,989)   (1,630,353)
Grant received   200,000    643,710 
           
Net cash used in investing activities  $(1,339,989)  $(986,643)

 

The accompanying notes are an integral part of these financial statements.

 

 -6- 

 

 

BLUELA CARSHARING, LLC

 

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(Continued)

 

   2019   2018  
       (Unaudited) 
Cash flows from financing activities          
Change in note payable - related party  $4,983,111   $3,709,999 
           
Net cash provided by financing activities   4,983,111    3,709,999 
           
Net increase (decrease) in cash and cash equivalents   (370,387)   594,934 
           
Cash and cash equivalents - beginning of year   859,000    264,066 
           
Cash and cash equivalents - end of year  $488,613   $859,000 
           
Supplemental disclosures on cash flow information          
           
Interest paid during the year  $-   $- 
Income taxes paid during the year  $2,000   $900 

 

The accompanying notes are an integral part of these financial statements.

 

 -7- 

 

 

BLUELA CARSHARING, LLC

 

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

 

Note 1 Summary of Significant Accounting Policies

 

Organization

 

BlueLA Carsharing, LLC (“The Company”), a U.S. corporation, was organized in the State of California in February 2016. The Company is wholly owned by Blue Systems USA, Inc. The Company operates in Los Angeles, CA.

 

The Company was established to provide, manage, operate and maintain electric vehicle rental services and charging stations in the city of Los Angeles, CA. On April 2018, the car sharing program BlueLA was officially launched to the public with a limited number of vehicles and charging stations.

 

Basis of Accounting

 

The Company’s financial statements are prepared using the accrual basis of accounting.

 

Use of Accounting Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities, 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. Actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

The Company considers all short-term investments with a maturity of three months or less to be cash equivalents.

 

Concentration of Credit Risk

 

Financial instruments that potentially expose the Company to concentrations of credit risk, as defined by FASB, ASC 825-10-50, primarily consist of cash and cash equivalent accounts. The Company places its temporary cash investments with high credit quality financial institutions. Accounts are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 per bank.

 

As of December 31, 2019 and 2018, cash and cash equivalents exceeding federally insured limits amounted to $262,323 and $646,011, respectively.

 

 -8- 

 

 

BLUELA CARSHARING, LLC

 

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(Continued)

 

Note 1 Summary of Significant Accounting Policies (Continued)

 

Allowance for Doubtful Accounts

 

The allowance for doubtful accounts is based on management’s evaluation of the adequacy of the allowance for possible non recoverable accounts receivable. This evaluation encompasses consideration of past loss experiences and the composition of the outstanding accounts receivable. As of December 31, 2019 and 2018, the allowance for doubtful accounts amounted to $197,219 and $60,646, respectively.

 

Property and Equipment

 

Property and equipment are stated at cost. Maintenance and repairs are charged to expense as incurred. Costs of additions and betterment are capitalized.

 

Depreciation is computed using the straight-line method over the useful live of the assets or over the length of the lease for the assets acquired by leasing.

 

Long-Lived Assets

 

The Company has adopted FASB, ASC 360-10, “Accounting for the Impairment or Disposal of Long-Lived Assets”. Long-lived assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

 

Revenue Recognition

 

Revenue from the sale of the Company’s services is recognized when services are delivered to customers.

 

Government Grant

 

Government grant is recognized when there is reasonable assurance that the Company will comply with any conditions attached to the grant and the grant will be received. The grant is recognized as income over the period necessary to match them with the related costs, for which they are intended to compensate, on a systematic basis. A grant receivable as compensation for costs already incurred or for immediate financial support, with no future related costs, is recognized as income in the period in which it is receivable.

 

A grant relating to assets is presented as deferred income and deducted from the related expenses.

 

 -9- 

 

 

BLUELA CARSHARING, LLC

 

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(Continued)

 

Note 1 Summary of Significant Accounting Policies (Continued)

 

Income Taxes

 

The Company accounts for income taxes under the liability method as required by FASB ASC 740-10-25. Under this method deferred tax assets and liabilities are recognized for the future consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carry-forwards.

Deferred taxes are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

 

Valuation reserves have been established for deferred assets that may not be utilized in the near future.

 

Note 2 Related Party Transactions

 

Transactions between the Company, its parent and its affiliates as of December 31, 2019 and 2018 consisted of the following:

 

   2019   2018 
Accounts receivable - related party          
BlueIndy  $26,356   $- 
           
Total accounts receivable - related party  $26,356   $- 
           
Accounts payable - related party          
SDV Cartrading  $214,010   $127,856 
BlueIndy   35,898    1,960 
IER S.A.   8,957    132,233 
Polyconseil   3,314    54,466 
BlueCarsharing SAS   2,636    301,685 
Other   3,242    13,666 
           
Total accounts payable - related party  $268,057   $631,866 

 

 -10- 

 

 

BLUELA CARSHARING, LLC

 

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(Continued)

 

Note 2 Related Party Transactions (Continued)

 

   2019   2018 
Accrued expenses - related party          
BlueCarsharing SAS  $106,413   $129,631 
SDV Cartrading   40,000    47,000 
BlueIndy   26,929    34,498 
Wifirst   23,298    36,980 
Polyconseil   -    7,023 
           
Total accrued expenses - related party  $196,640   $255,132 
Note payable - related party        
BlueCarsharing SAS  $12,677,379   $7,694,268 
           
Total note payable - related party  $12,677,379   $7,694,268 

 

Note 3 Government Grant

 

Starting April 2018, the Company received grants from the city of Los Angeles in connection with the agreement with the city of Los Angeles for Electric Vehicle Car Sharing dated January 17, 2017.

 

As per agreement, the Company shall receive $4,000 from the City of Los Angeles for each charging point put in service and operated in the City of Los Angeles, CA. The amount has been increased to $5,000 for each charging point.

Grants claimed for the years ended December 31, 2019 and 2018, amounted to $350,000 and $697,372, respectively. Furthermore, the Company shall receive grant for marketing costs, permits and parking costs.

 

As of December 31, 2019 and 2018, the grant to be received is made of the following :

 

   2019   2018 
         
Grant to be received related to investment  $217,255   $53,662 
Grant to be received related to operations   -    280,898 
           
Total grant to be received  $217,255   $334,560 

 

 -11- 

 

 

BLUELA CARSHARING, LLC

 

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(Continued)

 

Note 4 Property and Equipment

 

As of December 31, 2019 and 2018, property and equipment consisted of:

 

Description  2019   2018   Estimated useful life
            
Machinery and equipment  $3,736,068   $1,979,562   3 - 10 years
Tangible assets in progress   821,666    1,231,383    
              
Total property and equipment   4,557,734    3,210,945    
              
Less accumulated depreciation   (4,557,734)   (104,161)   
              
Property and equipment, net  $-   $3,106,784    

 

Depreciation expense for the years ended December 31, 2019 and 2018 amounted to $4,453,573 and $104,161, respectively.

 

Depreciation expense for the year 2019 includes an impairment charge of $4,155,854.

 

Note 5 Intangible assets

 

As of December 31, 2019 and 2018, intangible assets are made of:

 

Description  2019   2018   Estimated useful life
            
Licenses  $876,739   $629,123   3 years
Intangible assets in progress   36,593    91,009    
              
Total intangible assets   913,332    720,132    
              
Less accumulated amortization   (913,332)   (198,728)   
              
Intangible assets, net  $-   $521,404    

 

Amortization expense for the years ended December 31, 2019 and 2018 amounted to $714,604 and $198,728, respectively.

 

Amortization expense for the year 2019 includes an impairment charge of $459,323.

 

 -12- 

 

 

BLUELA CARSHARING, LLC

 

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(Continued)

 

Note 6 Provision for risk

 

A provision for risk has been recorded for $754,659 for risk associated with performance of Company contracts.

 

Note 7 Deferred Grant

 

The grant related to the acquisitions of charging points and start-up costs were recorded in deferred income and depreciated over their useful life (10 years and 3 years, respectively). As of December 31, 2019 and 2018, the deferred grant is as follows :

 

   2019   2018 
         
Grant related to investment  $     -   $697,372 
Accumulated depreciation   -    (89,991)
           
Total deferred grant  $-   $607,381 

 

In 2019, with the impairment of the tangible and intangible assets, the Company decided to reverse the deferred grant and record in income the remaining balance for an amount of $790,974.

 

Note 8 Commitments and Contingencies

 

In 2017, the Company entered into three membership agreements for office premises located downtown Los Angeles. In April 2018, the Company entered into a fourth membership agreement for an additional office. In September 2018, all agreements were amended into one new membership agreement and extended for 6 months until February 2019. The agreement was renewed until August 2020 and requires monthly payments amounting from $5,876 to $8,326.

 

Future minimum rental payments under the membership agreement are as follows:

 

Year ending December 31,  Amount 
     
2020  $61,708 
Total  $61,708 

 

For the years ended December 31, 2019 and 2018, the rent expenses related to the membership agreement were $101,114 and $85,470, respectively.

 

 -13- 

 

 

BLUELA CARSHARING, LLC

 

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(Continued)

 

Note 9 Income Taxes

 

For the years ended December 31, 2019 and 2018, the provision for income taxes is made of the following:

 

   2019   2018 
Current income tax expense          
Federal  $-   $- 
States and city   2,800    800 
           
Total current income tax expense   2,800    800 
           
Deferred income tax expense   -    - 
           
Provision for income taxes  $2,800   $800 

 

Note 10 Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the financial statements, the Company has incurred recurring losses, which led to a stockholders’ deficit of $13,412,434 as of December 31, 2019. The parent Company, BlueCarsharing SAS, confirmed in a letter dated June 20, 2019 the financial support of its subsidiary for the next four years.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Note 11 Reclassifications

 

Reclassifications have been made to the 2018 financial statements to conform with the 2019 presentation.

 

Note 12 Subsequent Events

 

The Company has evaluated events and transactions occurring after December 31, 2019 through May 20, 2020, and as a result of the spread of Covid19 coronavirus, economic uncertainties have arisen which are likely to negatively impact the operating results of the Company. However, the related financial statements impact and duration cannot be reasonably estimated at this time.

 

 -14- 

 

 

BLUELA CARSHARING, LLC

 

SUPPLEMENTARY INFORMATION

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

 

 -15- 

 

 

INDEPENDENT AUDITOR’S REPORT ON SUPPLEMENTARY INFORMATION

 

To the Board of Directors of

BlueLA Carsharing, LLC

Los Angeles, California

 

We have audited the financial statements of BlueLA Carsharing, LLC as of and for the years ended December 31, 2019 and 2018, and our report thereon dated May 20, 2020, which expressed an unmodified opinion on the balance sheet and qualified opinion on the results of operations and cash flows, appears on pages 2 and 3. Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole. The schedules of cost of sales and of operating expenses, pages 16 and 17, are presented for purpose of additional analysis and are not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

 

Constantin Associates, LLP

 

New York, New York

May 20, 2020

 

 -16- 

 

 

BLUELA CARSHARING, LLC

 

STATEMENTS OF COST OF SALES

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

 

SCHEDULE I

 

   2019   2018 
         
Car rentals  $583,197   $253,000 
Car documentation   39,063    37,475 
           
Total cost of sales  $622,260   $290,475 

 

 -17- 

 

 

BLUELA CARSHARING, LLC

 

STATEMENTS OF OPERATING EXPENSES

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

 

SCHEDULE II

 

   2019   2018 
         
Depreciation and amortization expenses  $4,210,796   $212,898 
Salaries and bonuses   1,084,453    818,674 
Provision for risk   754,659    - 
Repair and maintenance   622,230    252,468 
Insurance   281,492    122,282 
Advertising and marketing   262,655    392,813 
Outsourced services   248,068    141,266 
Payroll taxes and benefits   238,655    155,256 
Professional fees   222,374    419,460 
Temporary help   178,552    237,709 
Electricity at stations   150,137    37,543 
Bad debt expense   136,573    60,646 
Rent   134,277    105,525 
Station internet connectivity   130,672    69,995 
Travel, meals and entertainment   72,952    74,851 
Bank charges and payment processing fees   57,491    23,256 
Miscellaneous expenses   43,040    7,945 
Freight   26,184    29,439 
Office supplies   19,943    43,859 
Rebilling of expenses   (157,396)   (25,519)
           
Total operating expenses  $8,717,807   $3,180,366 

 

 -18-