Senmiao Technology Ltd AIHS

SENMIAO TECHNOLOGY LIMITED

CONSOLIDATED BALANCE SHEETS

(Expressed in U.S. dollars, except for the number of shares)

March 31, 

March 31, 

2023

2022

ASSETS

Current assets

Cash and cash equivalents

$

1,610,090

$

1,185,221

Accounts receivable, net, current portion

158,435

418,022

Accounts receivable, a related party

6,312

—

Inventories

6,678

286,488

Finance lease receivables, net, current portion

146,114

314,264

Prepayments, other receivables and other assets, net

1,438,243

2,713,208

Due from related parties, current portion, net

1,488,914

682,335

Total current assets

4,854,786

5,599,538

Property and equipment, net

3,343,457

5,658,773

Other assets

Operating lease right-of-use assets, net

121,672

109,621

Operating lease right-of-use assets, net, related parties

92,916

515,906

Financing lease right-of-use assets, net

623,714

305,933

Intangible assets, net

774,324

959,551

Accounts receivable, net, noncurrent

—

69

Finance lease receivables, net, noncurrent

71,133

92,980

Due from a related party, noncurrent

3,640,206

6,635,746

Other non-current assets

716,407

—

Total other assets

6,040,372

8,619,806

Total assets

$

14,238,615

$

19,878,117

LIABILITIES, MEZZANNIE EQUITY AND EQUITY

Current liabilities

Borrowings from a financial institution

$

8,813

$

145,542

Accounts payable

183,645

14,446

Advances from customers

148,188

120,629

Accrued expenses and other liabilities

3,377,507

2,444,367

Due to related parties and affiliates

8,667

11,682

Operating lease liabilities

60,878

50,177

Operating lease liabilities - related parties

143,462

330,781

Financing lease liabilities

264,052

304,557

Derivative liabilities

501,782

2,215,204

Current liabilities - discontinued operations

487,829

528,426

Total current liabilities

5,184,823

6,165,811

Other liabilities

Operating lease liabilities, non-current

83,485

47,910

Operating lease liabilities, non-current - related parties

42,247

226,896

Financing lease liabilities, non-current

388,064

1,376

Deferred tax liability

42,930

46,386

Total other liabilities

556,726

322,568

Total liabilities

5,741,549

6,488,379

SENMIAO TECHNOLOGY LIMITED 

CONSOLIDATED BALANCE SHEETS (CONTINUED) 

(Expressed in U.S. dollars, except for the number of shares) 

March 31, 

March 31,

2023

2022

Commitments and contingencies

Mezzanine Equity

Series A convertible preferred stock (par value $1,000 per share, 5,000 shares authorized; 1,641
  and 5,000 shares issued and outstanding at March 31, 2023 and March 31, 2022, respectively)

269,386

820,799

Stockholders' equity

Common stock (par value $0.0001 per share, 500,000,000 shares authorized; 7,743,040 and
  6,186,783 shares issued and outstanding at March 31, 2023 and March 31, 2022, respectively)
  *

773

618

Additional paid-in capital

43,355,834

42,803,045

Accumulated deficit

(37,715,294)

(34,601,545)

Accumulated other comprehensive loss

(1,247,099)

(109,454)

Total Senmiao Technology Limited stockholders' equity

4,394,214

8,092,664

Non-controlling interests

3,833,466

4,476,275

Total equity

8,227,680

12,568,939

Total liabilities, mezzanine equity and equity

$

14,238,615

$

19,878,117

SENMIAO TECHNOLOGY LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Expressed in U.S. dollars, except for the number of shares)

For the Year Ended
March 31,

2023

2022

Revenues

Revenues

$

7,738,394

$

4,913,102

Revenues, a related party

344,120

—

Total revenues

8,082,514

4,913,102

Cost of revenues

Cost of revenues

(6,080,097)

(7,001,297)

Cost of revenues, a related party

(509,904)

—

Total cost of revenues

(6,590,001)

(7,001,297)

Gross profit (loss)

1,492,513

(2,088,195)

Operating expenses

Selling, general and administrative expenses

(6,142,447)

(9,035,142)

Provision for doubtful accounts, net of recovery

(1,487,889)

(235,279)

Impairments of inventories

(3,085)

(60,398)

Impairments of long-lived assets and goodwill

—

(142,974)

Total operating expenses

(7,633,421)

(9,473,793)

Loss from operations

(6,140,908)

(11,561,988)

Other income (expense)

Other income (expense), net

664,001

(107,444)

Interest expense

—

(5,893)

Interest expense on finance leases

(25,675)

(55,844)

Change in fair value of derivative liabilities

1,711,889

6,951,482

Issuance cost incurred for issuing series A convertible preferred stock

—

(821,892)

Total other income, net

2,350,215

5,960,409

Loss before income taxes

(3,790,693)

(5,601,579)

Income tax expense

—

(4,566)

Net loss from continuing operations

(3,790,693)

(5,606,145)

Discontinued operations:

Loss from discontinued operations, net of applicable income taxes

—

(2,747,209)

Net gain from deconsolidation of VIEs - discontinued operations

—

10,975,101

Gain from discontinued operations

—

8,227,892

Net (loss) income

(3,790,693)

2,621,747

Net loss (income) attributable to non-controlling interests from continuing operations

676,944

(3,872,645)

Net loss attributable to non-controlling interests from discontinued operations

—

714,274

Net loss attributable to the Company's stockholders

$

(3,113,749)

$

(536,624)

Net (loss) income

$

(3,790,693)

$

2,621,747

SENMIAO TECHNOLOGY LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (CONTINUED)

(Expressed in U.S. dollars, except for the number of shares)

For the Year Ended

March 31,

2023

2022

Other comprehensive (loss) income

     Foreign currency translation adjustment

(1,103,510)

64,470

Comprehensive income (loss)

(4,894,203)

2,686,217

Less: Total comprehensive income (loss) attributable to noncontrolling interests

(642,809)

3,142,520

Total comprehensive loss attributable to stockholders

(4,251,394)

(456,303)

Weighted average number of common stock

     Basic and diluted*

7,195,781

5,726,997

Earnings (loss) per share - basic and diluted*

Continuing operations

$

(0.43)

$

(1.66)

Discontinued operations

—

1.56

Net loss per share - basic and diluted*

$

(0.43)

$

(0.10)

SENMIAO TECHNOLOGY LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in U.S. dollars, except for the number of shares) 

For the Years Ended March 31, 

2023

2022

Cash Flows from Operating Activities:

Net income (loss)

$

(3,790,693)

$

2,621,747

Net income from discontinued operations

—

8,227,892

Net loss from continuing operations

(3,790,693)

(5,606,145)

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Depreciation of property and equipment

1,095,518

956,400

Stock compensation expense

—

653,000

Issuance cost incurred for issuing series A convertible preferred stock

—

821,892

Amortization of right-of-use assets

711,630

955,443

Amortization of intangible assets

184,215

160,831

Provision for doubtful accounts, net of recovery

1,487,889

235,279

Impairments of inventories

3,085

60,398

Impairments of long-lived assets and goodwill

—

142,974

Gain on disposal of equipment

(452,522)

—

Change in fair value of derivative liabilities

(1,711,889)

(6,951,482)

Change in operating assets and liabilities

Accounts receivable

224,673

4,456

Accounts receivable, a related party

(6,327)

—

Inventories

316,139

(260,464)

Finance lease receivables

258,932

634,103

Prepayments, other receivables and other assets

1,046,465

28,254

Accounts payable

170,703

(31,434)

Advances from customers

36,911

6,678

Accrued expenses and other liabilities

1,170,510

(377,965)

Operating lease liabilities

(53,620)

(240,051)

Operating lease liabilities - related parties

(133,782)

(228,281)

Net cash provided by (used in) operating activities from continuing operations

557,837

(9,036,114)

Net cash used in operating activities from discontinued operations

—

(123,167)

Net Cash Provided by (Used in) Operating Activities

557,837

(9,159,281)

Cash Flows from Investing Activities:

Purchases of property and equipment

(1,151,076)

(3,223,992)

Cash proceed from disposal of long-lived assets

1,498,024

—

Purchases of intangible assets

(26,420)

(141,730)

Cash released upon termination of a VIE

—

(193)

Net cash provided by (used in) investing activities from continuing operations

320,528

(3,365,915)

Net cash used in investing activities from discontinued operations

—

(111,210)

Net Cash Provided by (Used in) Investing Activities

320,528

(3,477,125)

SENMIAO TECHNOLOGY LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(Expressed in U.S. dollars, except for the number of shares)

For the Years Ended March 31, 

2023

2022

Cash Flows from Financing Activities:

Net proceeds from issuance of common stock in registered direct offering

—

5,771,053

Net proceeds from issuance of common stock upon warrants exercised

—

22,015

Net proceeds from issuance of series A convertible preferred stock and warrants in a
  private placement offering

—

4,369,937

Borrowings from a financial institution

—

183,390

Repayments to related parties and affiliates

—

(117,761)

Repayments from related parties and affiliates

144,151

—

Repayments of current borrowings from financial institutions

(125,840)

(39,613)

Principal payments of finance lease liabilities

(392,145)

(433,611)

Net cash provided by (used in) financing activities from continuing operations

(373,834)

9,755,410

Net Cash Provided by (Used in) Financing Activities

(373,834)

9,755,410

Effect of exchange rate changes on cash and cash equivalents

(79,662)

(381,858)

Net increase (decrease) in cash and cash equivalents

424,869

(3,262,854)

Cash and cash equivalents, beginning of the year

1,185,221

4,448,075

Cash and cash equivalents, end of the year

$

1,610,090

$

1,185,221

Supplemental Cash Flow Information

Cash paid for interest expense

$

—

$

5,893

Cash paid for income tax

$

—

$

—

Non-cash Transaction in Investing and Financing Activities

Recognition of other receivables from Jinkailong upon deconsolidation

$

—

$

7,298,208

Recognition of right-of-use assets and lease liabilities

$

917,687

$

273,555

Recognition of right-of-use assets and lease liabilities, related parties

$

121,742

$

181,620

Termination of right-of use assets and lease liabilities

$

47,438

$

—

Termination of right-of use assets and lease liabilities, related parties

$

302,010

$

—

Cashless exercise of November 2021 Investor warrants into common stock

$

1,533

$

—

Allocation of fair value of derivative liabilities for issuance of common stock

$

—

$

7,932,341

Allocation of fair value of derivative liabilities to additional paid in capital upon
  warrants exercised

$

—

$

45,674

Acquisition of XXTX'S minority interest with issuance of common stock at fair value

$

—

$

1,972,717