Exhibit 99.2
BLUELA CARSHARING, LLC
FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2019
BLUELA CARSHARING, LLC
INDEX TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2019
Page | |
Financial Statements | |
Balance Sheets | 2 |
Statements of Income and Accumulated Deficit | 4 |
Statements of Cash Flows | 5 - 6 |
Notes to Financial Statements | 7 - 14 |
-1- |
BALANCE SHEETS
JUNE 30, 2020 AND 2019
ASSETS
2020 | 2019 | |||||||
Current assets | ||||||||
Cash and cash equivalents (Note 1) | $ | 191,015 | $ | 416,214 | ||||
Accounts receivable - trade, net of an allowance of $257,986 and $117,065, respectively (Note 1) | 30,264 | 29,390 | ||||||
Accounts receivable - related party (Notes 2 and 11) | 36,428 | 22,465 | ||||||
Other receivables | 18,589 | 12,463 | ||||||
Grant to be received (Note 3) | 217,255 | 283,738 | ||||||
Prepaid expenses | 3,500 | 22,169 | ||||||
Total current assets | 497,051 | 786,439 | ||||||
Property and equipment, net of accumulated depreciation (Notes 1 and 4) | - | 3,842,091 | ||||||
Other assets | ||||||||
Intangible assets, net of accumulated amortization (Notes 1 and 5) | - | 598,399 | ||||||
Security deposits | 71,662 | 68,357 | ||||||
Total other assets | 71,662 | 666,756 | ||||||
Total assets | $ | 568,713 | $ | 5,295,286 |
Unaudited - See accompanying notes to the financial statements
-2- |
LIABILITIES AND STOCKHOLDER’S DEFICIT
2020 | 2019 | |||||||
Current liabilities | ||||||||
Accounts payable - trade | $ | 56,165 | $ | 264,384 | ||||
Accounts payable - related party (Notes 2 and 11) | 301,058 | 549,791 | ||||||
Payroll and related accruals | 47,899 | 18,341 | ||||||
Accrued expenses and other current liabilities (Note 1) | 197,436 | 175,498 | ||||||
Accrued expenses - related party (Notes 2 and 11) | 242,865 | 364,029 | ||||||
Note payable - related party (Notes 2 and 11) | 14,710,194 | 9,826,530 | ||||||
Total current liabilities | 15,555,617 | 11,198,573 | ||||||
Long-term liabilities | ||||||||
Deferred grant (Note 7) | - | 728,136 | ||||||
Total long-term liabilities | - | 728,136 | ||||||
Commitments and contingencies (Note 8) | ||||||||
Stockholder’s deficit | ||||||||
Common stock | 100 | 100 | ||||||
Accumulated deficit | (14,987,004 | ) | (6,631,523 | ) | ||||
Total stockholder’s deficit (Notes 10 and 11) | (14,986,904 | ) | (6,631,423 | ) | ||||
Total liabilities and stockholder’s deficit | $ | 568,713 | $ | 5,295,286 |
-3- |
STATEMENTS OF INCOME AND ACCUMULATED DEFICIT
FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2019
2020 | 2019 | |||||||
Revenue, net (Note 1) | $ | 182,366 | $ | 247,817 | ||||
Cost of sales | 329,517 | 293,489 | ||||||
Gross loss | (147,151 | ) | (45,672 | ) | ||||
Depreciation and amortization expenses (Notes 4 and 5) | 664,956 | 257,538 | ||||||
Reversal of provision for risk (Note 6) | (754,659 | ) | - | |||||
Other operating expenses | 1,393,133 | 1,767,038 | ||||||
Operating loss | (1,450,581 | ) | (2,070,248 | ) | ||||
Other income (expenses) | ||||||||
Interest expense, net | (129,824 | ) | (149,898 | ) | ||||
Realized exchange gain, net | 335 | 7,163 | ||||||
Grant income (Note 7) | 5,600 | - | ||||||
Total other expenses | (123,889 | ) | (142,735 | ) | ||||
Loss before income taxes | (1,574,470 | ) | (2,212,983 | ) | ||||
Provision for income taxes (Note 9) | - | 2,800 | ||||||
Net loss | (1,574,470 | ) | (2,215,783 | ) | ||||
Accumulated deficit - beginning of period | (13,412,534 | ) | (4,415,740 | ) | ||||
Accumulated deficit - end of period | $ | (14,987,004 | ) | $ | (6,631,523 | ) |
Unaudited - See accompanying notes to the financial statements
-4- |
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2019
2020 | 2019 | |||||||
Cash flows from operating activities | ||||||||
Net loss | $ | (1,574,470 | ) | $ | (2,215,783 | ) | ||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities | ||||||||
Depreciation and amortization | 664,956 | 257,538 | ||||||
Deferred grant | (72,810 | ) | (79,245 | ) | ||||
Provision for bad debt | 60,767 | 56,419 | ||||||
Provision for risk | (754,659 | ) | - | |||||
(Increase) decrease in: | ||||||||
Accounts receivable - trade | (41,949 | ) | (63,418 | ) | ||||
Accounts receivable - related party | (10,072 | ) | (22,465 | ) | ||||
Other receivables | (4,149 | ) | (496 | ) | ||||
Grant to be received | - | 50,822 | ||||||
Prepaid expenses | 516 | 96,855 | ||||||
Security deposits | 1,695 | (33,797 | ) | |||||
Increase (decrease) in: | ||||||||
Accounts payable - trade | (43,910 | ) | 170,648 | |||||
Accounts payable - related party | 33,001 | (82,075 | ) | |||||
Payroll and related accruals | (27,890 | ) | (154 | ) | ||||
Accrued expenses and other current liabilities | (15,518 | ) | 51,046 | |||||
Accrued expenses - related party | 46,225 | 108,897 | ||||||
Net cash used in operating activities | (1,738,267 | ) | (1,705,208 | ) | ||||
Cash flows from investing activities | ||||||||
Purchase of property and equipment | (664,956 | ) | (1,069,840 | ) | ||||
Grant received | 72,810 | 200,000 | ||||||
Net cash used in investing activities | $ | (592,146 | ) | $ | (869,840 | ) |
Unaudited - See accompanying notes to the financial statements
-5- |
BLUELA CARSHARING, LLC
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2019
(Continued)
2020 | 2019 | |||||||
Cash flows from financing activities | ||||||||
Change in note payable - related party | $ | 2,032,815 | $ | 2,132,262 | ||||
Net cash provided by financing activities | 2,032,815 | 2,132,262 | ||||||
Net decrease in cash and cash equivalents | (297,598 | ) | (442,786 | ) | ||||
Cash and cash equivalents - beginning of the half-year | 488,613 | 859,000 | ||||||
Cash and cash equivalents - end of the half-year | $ | 191,015 | $ | 416,214 | ||||
Supplemental disclosures on cash flow information | ||||||||
Interest paid during the period | $ | - | $ | - | ||||
Income taxes paid during the period | $ | - | $ | 2,000 |
Unaudited - See accompanying notes to the financial statements
-6- |
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2019
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. In 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.
-7- |
BLUELA CARSHARING, LLC
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2019
(Continued)
Note 1 | Summary of Significant Accounting Policies (Continued) |
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 June 30, 2020 and 2019, cash and cash equivalents exceeding federally insured limits amounted to $0 and $180,584, respectively.
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 June 30, 2020 and 2019, the allowance for doubtful accounts amounted to $257,986 and $117,065, 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.
-8- |
BLUELA CARSHARING, LLC
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2019
(Continued)
Note 1 | Summary of Significant Accounting Policies (Continued) |
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 commensurate with the related costs for which they are intended to reimburse.
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.
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 June 30, 2020 and 2019 consisted of the following:
2020 | 2019 | |||||||
Accounts receivable - related party | ||||||||
Blue Systems USA | $ | 36,428 | $ | 1,600 | ||||
BlueIndy | - | 20,865 | ||||||
Total accounts receivable - related party | $ | 36,428 | $ | 22,465 |
-9- |
BLUELA CARSHARING, LLC
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2019
(Continued)
Note 2 | Related Party Transactions (Continued) |
2020 | 2019 | |||||||
Accounts payable - related party | ||||||||
SDV Cartrading (Car rental) | $ | 135,692 | $ | 139,837 | ||||
BlueCarsharing SAS (Technical assistance) | 99,414 | 252,629 | ||||||
BlueIndy (IT and Customer service assistance) | 41,210 | 80,691 | ||||||
Blue Systems USA (Access to datacenter server) | 11,737 | 21,540 | ||||||
Polyconseil | 6,529 | 19,875 | ||||||
IER S.A. | 3,822 | 24,438 | ||||||
Blue Solutions Canada | 2,654 | 2,776 | ||||||
IER Inc. | - | 4,949 | ||||||
Wifirst | - | 2,447 | ||||||
Blue LA | - | 609 | ||||||
Total accounts payable - related party | $ | 301,058 | $ | 549,791 | ||||
Accrued expenses - related party | ||||||||
SDV Cartrading | $ | 109,046 | $ | 98,940 | ||||
BlueCarsharing SAS | 104,849 | 259,589 | ||||||
BlueIndy | 18,211 | 5,500 | ||||||
Blue Systems USA | 10,759 | - | ||||||
Total accrued expenses - related party | $ | 242,865 | $ | 364,029 | ||||
Note payable - related party | ||||||||
BlueCarsharing SAS | $ | 14,710,194 | $ | 9,826,530 | ||||
Total note payable - related party | $ | 14,710,194 | $ | 9,826,530 |
Note 3 | Government Grant |
Commencing April 2018, the Company received grants from the City of Los Angeles in connection with the agreement (the “Agreement”) with the City of Los Angeles for Electric Vehicle Car Sharing dated January 17, 2017.
-10- |
BLUELA CARSHARING, LLC
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2019
(Continued)
Note 3 | Government Grant (Continued) |
As per the 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 Charge-up LA program for Commercial EV Charger Rebate was increased to $5,000 for each charging point in September 2018.
Funds claimed in accordance with the Agreement for the periods ended June 30, 2020 and 2019, amounted to $150,000 and $200,000, respectively. Furthermore, the Company shall receive grant for marketing costs, permits and parking costs.
As of June 30, 2020 and 2019, the grant receivable is made of the following :
2020 | 2019 | |||||||
Grant receivable related to investment | $ | 217,255 | $ | 253,662 | ||||
Grant receivable related to operations | - | 30,076 | ||||||
Total grant receivable | $ | 217,255 | $ | 283,738 |
Note 4 | Property and Equipment |
As of June 30, 2020 and 2019, property and equipment consisted of:
Description | 2020 | 2019 | Estimated useful life | |||||||
Machinery and equipment | $ | 4,767,274 | $ | 3,237,524 | 3 - 10 years | |||||
Tangible assets in progress | 353,748 | 845,031 | ||||||||
Total property and equipment | 5,121,022 | 4,082,555 | ||||||||
Less accumulated depreciation | (5,121,022 | ) | (240,464 | ) | ||||||
Property and equipment, net | $ | - | $ | 3,842,091 |
Depreciation expense for the years ended June 30, 2020 and 2019 amounted to $0 and $136,303, respectively.
During the fourth quarter of 2019, management deemed Property and Equipment impaired, as a result an impairment charge of $4,155,854 was recorded during the second half of 2019 and an impairment charge of $563,288 was recorded in the first half of 2020.
-11- |
BLUELA CARSHARING, LLC
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2019
(Continued)
Note 5 | Intangible assets |
As of June 30, 2020 and 2019, intangible assets are made of:
Description | 2020 | 2019 | Estimated useful life | |||||||
Licenses | $ | 953,207 | $ | 736,753 | 3 years | |||||
Intangible assets in progress | 61,791 | 181,609 | ||||||||
Total intangible assets | 1,014,998 | 918,362 | ||||||||
Less accumulated amortization | (1,014,998 | ) | (319,963 | ) | ||||||
Intangible assets, net | $ | - | $ | 598,399 |
Amortization expense for the years ended June 30, 2020 and 2019 amounted to $0 and $121,235, respectively.
During the fourth quarter of 2019, management deemed Intangible Assets impaired, as a result an impairment charge of $459,323 was recorded during the second half of 2019 and an impairment charge of $101,668 was recorded in the first half of 2020.
Note 6 | Provision for risk |
As of June 30, 2020, a provision for risk associated with performance of Company contracts recorded in December 2019 has been fully reversed for $754,659.
Management estimates the risk is not likely to happen anymore.
Note 7 | Deferred Grant |
The grant related to the acquisition of charging points and start-up costs were recorded in deferred grant and depreciated and amortized over their useful life (10 years and 3 years, respectively). As of June 30, 2020 and 2019, the deferred grant is as follows:
2020 | 2019 | |||||||
Grant related to investment | $ | - | $ | 897,372 | ||||
Accumulated depreciation | - | (169,236 | ) | |||||
Total deferred grant | $ | - | $ | 728,136 |
-12- |
BLUELA CARSHARING, LLC
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2019
(Continued)
Note 7 | Deferred Grant (Continued) |
In the second half of the year 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:
Period ending June 30, | Amount | ||||
2021 | $ | 16,652 | |||
Total | $ | 16,652 |
For the periods ended June 30, 2020 and 2019, the rent expenses related to the membership agreement were $51,578 and $50,169, respectively.
Note 9 | Income Taxes |
For the periods ended June 30, 2020 and 2019, the provision for income taxes is made of the following:
2020 | 2019 | |||||||
Current income tax expense | ||||||||
Federal | $ | - | $ | - | ||||
States and city | - | 2,800 | ||||||
Total current income tax expense | - | 2,800 | ||||||
Deferred income tax expense | - | - | ||||||
Provision for income taxes | $ | - | $ | 2,800 |
-13- |
BLUELA CARSHARING, LLC
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2019
(Continued)
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 $14,986,904 as of June 30, 2020. Prior to the change in ownership of the Company, the related parties loan and payable were fully forgiven, resulting in approximately $15.6 million income booked in the Company’s financial statements in September 2020.
The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Note 11 | Subsequent Events |
The Company has evaluated events and transactions occurring after June 30, 2020 through November 25, 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.
On September 11, 2020 , Blink Mobility, LLC, a wholly-owned subsidiary of Blink Charging Co, a publicly traded company, entered into an Ownership Interest Purchase Agreement with Blue Systems USA, Inc. (the “Seller”), and pursuant thereto acquired from the Seller all of the ownership interests of BlueLA Carsharing, LLC. Blink Charging Co. is a leading owner, operator, and supplier of proprietary electric vehicle (“EV”) charging equipment and networked EV charging services.
Prior to the change in ownership of the Company, the related parties loan and payable were fully forgiven, resulting in approximately $15.6 million income booked in the Company’s financial statements in September 2020.
-14- |