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
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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
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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.
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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 |
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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.
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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.
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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.
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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.
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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.
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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 |
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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 |
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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.
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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.
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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.
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SUPPLEMENTARY INFORMATION
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
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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
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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 |
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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 |
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