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- 

 

 

BLUELA CARSHARING, LLC

 

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- 

 

 

BLUELA CARSHARING, LLC

 

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- 

 

 

BLUELA CARSHARING, LLC

 

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- 

 

 

BLUELA CARSHARING, LLC

 

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 8Commitments 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-