UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For the quarterly period ended
For the transition period from to
Commission file number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| Sichuan, People’s Republic of | ||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol | Name of each exchange on which registered: | ||
| The |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Indicate by check mark whether
the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check One):
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller reporting company | |
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b 2 of the Exchange Act). Yes ☐ No
As of August 12, 2024,
there were
TABLE OF CONTENTS
i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (the “Report”), including, without limitation, statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continues,” or “should,” or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other business combination and any other statements that are not statements of current or historical facts. These statements are based on management’s current expectations, but actual results may differ materially due to various factors, including, but not limited to:
| ● | our goals and strategies, including our ability to maintain our automobile transaction and related services business and our online ride-hailing platform services business in China; |
| ● | our management’s ability to properly develop and achieve any future business growth and any improvements in our financial condition and results of operations; |
| ● | the regulations and the impact by public health epidemics in China on the industries we operate in and our business, results of operations and financial condition; |
| ● | the growth or lack of growth in China of disposable household income and the availability and cost of credit available to finance car purchases; |
| ● | the growth or lack of growth of China’s online ride-hailing, automobile financing and leasing industries; |
| ● | changes in online ride-hailing, transportation networks, and other fundamental changes in transportation pattern in China; |
| ● | our expectations regarding demand for and market acceptance of our products and services; |
| ● | our expectations regarding our customer base; |
| ● | our ability to maintain positive relationships with our business partners; |
| ● | competition in the online ride-hailing, automobile financing and leasing industries in China; |
| ● | macro-economic and political conditions affecting the global economy generally and the market in China specifically; and |
| ● | relevant Chinese government policies and regulations relating to the industries in which we operate. |
You should read this Report and the documents that we refer to in this Report with the understanding that our actual future results may be materially different from and worse than what we expect. Other sections of this Report and our other reports filed with the Securities and Exchange Commission (the “SEC”) include additional factors which could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.
You should not rely upon forward-looking statements as predictions of future events. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
This Report also contains statistical data and estimates that we obtained from industry publications and reports generated by third-parties. Although we have not independently verified the data, we believe that the publications and reports are reliable. The market data contained in this Report involves a number of assumptions, estimates and limitations. The ride-hailing and automobile financing markets in China may not grow at the rates projected by market data, or at all. The failure of these markets to grow at the projected rates may have a material adverse effect on our business and the market price of our common stock. If any one or more of the assumptions underlying the market data turns out to be incorrect, actual results may differ from the projections based on these assumptions. In addition, projections, assumptions and estimates of our future performance and the future performance of the industries in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described herein or our other reports filed with the SEC. You should not place undue reliance on these forward-looking statements.
ii
PART I – FINANCIAL INFORMATION
Item 1. Unaudited Condensed Consolidated Financial Statements
SENMIAO TECHNOLOGY LIMITED
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(Expressed in U.S. dollar, except for the number of shares)
| June 30, | March 31, | |||||||
| 2024 | 2024 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts receivable, net | ||||||||
| Accounts receivable, a related party | ||||||||
| Finance lease receivables, current | ||||||||
| Prepayments, other receivables and other current assets, net | ||||||||
| Due from related parties, net, current | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Other assets | ||||||||
| Operating lease right-of-use assets, net | ||||||||
| Operating lease right-of-use assets, net, a related party | ||||||||
| Financing lease right-of-use assets, net | ||||||||
| Intangible assets, net | ||||||||
| Finance lease receivable, non-current | ||||||||
| Due from a related party, net, non-current | ||||||||
| Other non-current assets | ||||||||
| Total other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES, MEZZANNIE EQUITY AND EQUITY | ||||||||
| Current liabilities | ||||||||
| Borrowings from a financial institution, current | $ | $ | ||||||
| Accounts payable | ||||||||
| Advances from customers | ||||||||
| Income tax payable | ||||||||
| Accrued expenses and other liabilities | ||||||||
| Due to related parties | ||||||||
| Operating lease liabilities, current | ||||||||
| Operating lease liabilities, a related party | ||||||||
| Financing lease liabilities, current | ||||||||
| Derivative liabilities | ||||||||
| Current liabilities - discontinued operations | ||||||||
| Total current liabilities | ||||||||
| Other liabilities | ||||||||
| Borrowings from a financial institution, non-current | ||||||||
| Operating lease liabilities, non-current | ||||||||
| Financing lease liabilities, non-current | ||||||||
| Deferred tax liability | ||||||||
| Total other liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (note 19) | ||||||||
| Mezzanine Equity | ||||||||
| Series A convertible preferred stock (par value $ | ||||||||
| Stockholders’ equity | ||||||||
| Common stock (par value $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total Senmiao Technology Limited stockholders’ equity | ||||||||
| Non-controlling interests | ||||||||
| Total equity | ||||||||
| Total liabilities, mezzanine equity and equity | $ | $ | ||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements
1
SENMIAO TECHNOLOGY LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Expressed in U.S. dollar, except for the number of shares)
| For the Three Months Ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Revenues | ||||||||
| Revenues | $ | $ | ||||||
| Revenues, a related party | ||||||||
| Total revenues | ||||||||
| Cost of revenues | ||||||||
| Cost of revenues | ( | ) | ( | ) | ||||
| Cost of revenues, a related party | ( | ) | ( | ) | ||||
| Total cost of revenues | ( | ) | ( | ) | ||||
| Gross profit | ||||||||
| Operating expenses | ||||||||
| Selling, general and administrative expenses | ( | ) | ( | ) | ||||
| Provision for credit losses | ( | ) | ( | ) | ||||
| Total operating expenses | ( | ) | ( | ) | ||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other (expense) income | ||||||||
| Other income, net | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Interest expense on finance leases | ( | ) | ( | ) | ||||
| Change in fair value of derivative liabilities | ( | ) | ||||||
| Total other income, net | ||||||||
| Loss before income taxes | ( | ) | ( | ) | ||||
| Income tax benefit | ||||||||
| Net Loss | ( | ) | ( | ) | ||||
| Net loss (income) attributable to non-controlling interests | ( | ) | ||||||
| Net loss attributable to the Company’s stockholders | $ | ( | ) | $ | ( | ) | ||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Other comprehensive loss | ||||||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ||||
| Comprehensive loss | ( | ) | ( | ) | ||||
| less: Total comprehensive income (loss) attributable to noncontrolling interests | ( | ) | ||||||
| Total comprehensive loss attributable to the Company’s stockholders | $ | ( | ) | $ | ( | ) | ||
| Weighted average number of common stock | ||||||||
| $ | ( | ) | $ | ( | ) | |||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements
2
SENMIAO TECHNOLOGY LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the Three Months Ended June 30, 2024 and 2023
(Expressed in U.S. dollar, except for the number of shares)
| For the Three Months Ended June 30, 2023 | ||||||||||||||||||||||||||||
| Accumulated | ||||||||||||||||||||||||||||
| Additional | other | Non- | ||||||||||||||||||||||||||
| Common stock | paid-in | Accumulated | comprehensive | controlling | Total | |||||||||||||||||||||||
| Shares | Par value | capital | deficit | loss | interest | equity | ||||||||||||||||||||||
| BALANCE, March 31, 2023 | $ | $ | $ | ( |
) | $ | ( |
) | $ | $ | ||||||||||||||||||
| Net income (loss) | — | ( |
) | ( |
) | |||||||||||||||||||||||
| Conversion of preferred stock into common stock | ||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | ( |
) | ( |
) | |||||||||||||||||||||||
| BALANCE, June 30, 2023 (Unaudited) | $ | $ | $ | ( |
) | $ | ( |
) | $ | $ | ||||||||||||||||||
| For the Three Months Ended June 30, 2024 | ||||||||||||||||||||||||||||
| Accumulated | ||||||||||||||||||||||||||||
| Additional | other | Non- | ||||||||||||||||||||||||||
| Common stock | paid-in | Accumulated | comprehensive | controlling | Total | |||||||||||||||||||||||
| Shares | Par value | capital | deficit | loss | interest | equity | ||||||||||||||||||||||
| BALANCE, March 31, 2024 | $ | $ | $ | ( |
) | $ | ( |
) | $ | $ | ||||||||||||||||||
| Net loss | — | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||
| Foreign currency translation adjustment | — | ( |
) | ( |
) | |||||||||||||||||||||||
| BALANCE, June 30, 2024 (Unaudited) | $ | $ | $ | ( |
) | $ | ( |
) | $ | $ | ||||||||||||||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements
3
SENMIAO TECHNOLOGY LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in U.S. dollar, except for the number of shares)
| For the Three Months Ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
| Depreciation and amortization of property and equipment | ||||||||
| Amortization of right-of-use assets | ||||||||
| Amortization of intangible assets | ||||||||
| Provision for credit losses | ||||||||
| Gain on disposal of equipment | ( | ) | ( | ) | ||||
| Change in fair value of derivative liabilities | ( | ) | ||||||
| Change in operating assets and liabilities | ||||||||
| Accounts receivable | ||||||||
| Accounts receivable, a related party | ( | ) | ||||||
| Inventories | — | |||||||
| Finance lease receivables | ||||||||
| Prepayments, other receivables and other assets | ( | ) | ||||||
| Prepayment - a related party | ( | ) | ||||||
| Accounts payable | ||||||||
| Advances from customers | ||||||||
| Accrued expenses and other liabilities | ||||||||
| Due to a related party | ||||||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Operating lease liabilities - related parties | ||||||||
| Net Cash Provided by Operating Activities | ||||||||
| Cash Flows from Investing Activities: | ||||||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Cash received from disposal of property and equipment | ||||||||
| Net Cash Provided by (Used in) Investing Activities | ( | ) | ||||||
| Cash Flows from Financing Activities: | ||||||||
| Borrowings from a related party | ||||||||
| Repayments from a related party | ||||||||
| Repayments to related parties and affiliates | ( | ) | ( | ) | ||||
| Repayments to financial institutions | ( | ) | ( | ) | ||||
| Principal payments of finance lease liabilities | ( | ) | ( | ) | ||||
| Net Cash Used in Financing Activities | ( | ) | ( | ) | ||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | ( | ) | ( | ) | ||||
| Net decrease in cash, cash equivalents and restricted cash | ( | ) | ( | ) | ||||
| Cash, cash equivalents and restricted cash, beginning of the period | ||||||||
| Cash, cash equivalents and restricted cash, end of the period | ||||||||
| Supplemental Cash Flow Information | ||||||||
| Cash paid for interest expense | $ | $ | ||||||
| Cash paid for income tax | $ | $ | ||||||
| Non-cash Transaction in Investing and Financing Activities | ||||||||
| Recognition of right-of-use assets and lease liabilities, related parties | $ | $ | ||||||
The following tables provides a reconciliation of cash, cash equivalent and restricted cash reported within the unaudited condensed consolidated balance sheets that sum to the total of the same amounts shown in the unaudited condensed consolidated statements of cash flows:
| June 30, | June 30, | |||||||
| 2024 | 2023 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Cash, cash equivalent, end of the period | $ | $ | ||||||
| Restricted cash, end of the period | ||||||||
| Total cash, cash equivalent and restricted cash shown in the unaudited condensed consolidated statements of cash flows, end of the period | $ | $ | ||||||
| June 30, | June 30, | |||||||
| 2024 | 2023 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Cash, cash equivalent, beginning of the period | $ | $ | ||||||
| Restricted cash, beginning of the period | ||||||||
| Total cash, cash equivalent and restricted cash shown in the unaudited condensed consolidated statements of cash flows, beginning of the period | $ | $ | ||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements
4
SENMIAO TECHNOLOGY LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND PRINCIPAL ACTIVITIES
Senmiao
Technology Limited (the “Company”) is a U.S. holding company incorporated in the State of Nevada on
(i) automobile transaction and related services focusing on the online ride-hailing industry in the People’s Republic of China (“PRC” or “China”) through the Company’s wholly owned subsidiary, Chengdu Corenel Technology Co., Ltd., a PRC limited liability company (“Corenel”), and its majority owned subsidiaries, Chengdu Jiekai Yunli Technology Co., Ltd. (“Jiekai”), and Hunan Ruixi Financial Leasing Co., Ltd., a PRC limited liability company (“Hunan Ruixi”), and its equity investee company (an entity 35% owned by Hunan Ruixi), Sichuan Jinkailong Automobile Leasing Co., Ltd., a PRC limited liability company (“Jinkailong”).
(ii) online ride-hailing platform services through its own platform (known as Xixingtianxia) as described further below, since October 2020, through Hunan Xixingtianxia Technology Co., Ltd., a PRC limited liability company (“XXTX”), which is a wholly owned subsidiary of Sichuan Senmiao Zecheng Business Consulting Co., Ltd. (“Senmiao Consulting”), a PRC limited liability company and wholly-owned subsidiary of the Company. The Company’s ride hailing platform enables qualified ride-hailing drivers to provide transportation services in Chengdu, Changsha and other 20 cities in China as of the filing date of these unaudited condensed consolidated financial statements.
Hunan Ruixi holds a business license for automobile sales and financial leasing and has been engaged in automobile financial leasing services and automobile sales since March 2019 and January 2019, respectively. The Company also has been engaged in operating leasing services through Hunan Ruixi, Jiekai and its equity investee company, Jinkailong since March 2019. Jinkailong used to facilitate automobile sales and financing transactions for its clients, who are primarily ride-hailing drivers and provides them operating lease and relevant after-transaction services.
As of the
filing date of these unaudited condensed consolidated financial statements, Senmiao Consulting has made a cumulative capital contribution
of RMB
The following diagram illustrates the Company’s corporate structure as of the filing date of these unaudited condensed consolidated financial statements:
Former Voting Agreements with Jinkailong’s Other Shareholders
Hunan Ruixi
entered into two voting agreements signed in August 2018 and February 2020, respectively, as amended (the “Voting Agreements”),
with Jinkailong and other Jinkailong’s shareholders holding an aggregate of
5
SENMIAO TECHNOLOGY LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On March 31, 2022, Hunan Ruixi entered into an Agreement for the Termination of the Agreement for Concerted Action by Shareholders of Jinkailong (the “Termination Agreement”), pursuant to which the Voting Agreements mentioned above was terminated as of the date of the Termination Agreement. The termination will not impair the past and future legitimate rights and interests of all parties in Jinkailong. Starting from April 1, 2022, the parties no longer maintain a concerted action relationship with respect to the decision required to take concerted action at its shareholders meetings as stipulated in the Voting Agreements. Each party shall independently express opinions and exercise various rights such as voting rights and perform relevant obligations in accordance with the provisions of laws, regulations, normative documents and the Jinkailong’s articles of association.
As a result
of the Termination Agreement, the Company no longer has a controlling financial interest in Jinkailong and has determined that Jinkailong
was deconsolidated from the Company’s Unaudited condensed consolidated financial statements effective as of March 31, 2022. However,
as Hunan Ruixi still holds
As of June
30, 2024, the Company has outstanding balance due from Jinkailong amounted to $
As of June
30, 2024 and March 31, 2024, allowance for credit losses due from Jinkailong amounted to $
2. GOING CONCERN
In assessing the Company’s liquidity, the Company monitors and analyzes its cash on-hand and its operating and capital expenditure commitments. The Company’s liquidity needs are to meet its working capital requirements, operating expenses and capital expenditure obligations. Debt financing from financial institutions and equity financings have been utilized to finance the working capital requirements of the Company.
The Company’s
business is capital intensive. The Company’s management has considered whether there is substantial doubt about its ability to continue
as a going concern due to (1) the net loss of approximately $
Management has determined there is substantial doubt about its ability to continue as a going concern. If the Company is unable to generate significant revenue, the Company may be required to curtail or cease its operations. Management is trying to alleviate the going concern risk through the following sources:
| ● | Equity financing to support its working capital; |
| ● | Other available sources of financing (including debt) from PRC banks and other financial institutions; and |
| ● | Financial support and credit guarantee commitments from the Company’s related parties. |
6
SENMIAO TECHNOLOGY LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
There is no assurance that the Company will be successful in implementing the foregoing plans or that additional financing will be available to the Company on commercially reasonable terms, or at all. There are a number of factors that could potentially arise that could undermine the Company’s plans, such as (i) changes in the demand for the Company’s services, (ii) PRC government policies, (iii) economic conditions in China and worldwide, (iv) competitive pricing in the automobile transaction and related service and ride-hailing industries, (v) changes in the Company’s relationships with key business partners, (vi) the ability of financial institutions in China to provide continued financial support to the Company’s customers, and (vii) the perception of PRC-based companies in the U.S. capital markets. The Company’s inability to secure needed financing when required could require material changes to the Company’s business plans and could have a material adverse effect on the Company’s ability to continue as a going concern and results of operations. The unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of such uncertainties.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of presentation
The unaudited condensed consolidated financial statements, including the unaudited condensed consolidated balance sheets as of June 30, 2024, the unaudited condensed consolidated statements of operations and comprehensive loss, the unaudited condensed consolidated statements of changes in equity, and the unaudited condensed consolidated statements of cash flows for the three months ended June 30, 2024 and 2023, as well as other information disclosed in the accompanying notes, have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the SEC and pursuant to Regulation S-X. The interim unaudited condensed financial statements and accompanying notes should be read in conjunction with the audited consolidated financial statements and the notes thereto, included in the Form 10-K for the fiscal year ended March 31, 2024, which was filed with the SEC on June 27, 2024.
The unaudited condensed consolidated financial statements and the accompanying notes have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the results of operations for the periods presented. The consolidated results of operations for any interim period are not necessarily indicative of the results to be expected for the full year or for any other future years or interim periods.
(b) Foreign currency translation
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing on the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates on the date of the balance sheet. The resulting exchange differences are recorded in the statement of operations.
The reporting currency of the Company and its subsidiaries is U.S. dollars (“US$”) and the unaudited condensed consolidated financial statements have been expressed in US$. However, the Company maintains the books and records in its functional currency, Chinese Renminbi (“RMB”), being the functional currency of the economic environment in which its operations are conducted.
In general, for consolidation purposes, assets and liabilities of the Company and its subsidiaries whose functional currency is not the US$, are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of the Company and its subsidiaries are recorded as a separate component of accumulated other comprehensive loss within the unaudited condensed consolidated statements of changes in stockholders’ equity.
| June 30, | March 31, | |||||||
| 2024 | 2024 | |||||||
| Balance sheet items, except for equity accounts – RMB: US$ | ||||||||
For
the three months ended | ||||||||
| 2024 | 2023 | |||||||
| Items in the statements of operations and comprehensive loss, and cash flows – RMB: US$ | ||||||||
7
SENMIAO TECHNOLOGY LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(c) Use of estimates
In presenting the unaudited condensed consolidated financial statements in accordance with U.S. GAAP, management makes estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgment and available information. Accordingly, actual results could differ from those estimates. On an ongoing basis, management reviews these estimates and assumptions using the currently available information. Changes in facts and circumstances may cause the Company to revise its estimates. The Company bases its estimates on past experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Estimates are used when accounting for items and matters including, but not limited to, revenue recognition, residual values of property and equipment, lease liabilities, right-of-use assets, determinations of the useful lives and valuation of long-lived assets, estimates of allowances for credit losses for receivables and due from related parties, estimates of impairment of long-lived assets, valuation of deferred tax assets and valuation of derivative liabilities.
(d) Fair values of financial instruments
Accounting Standards Codification (“ASC”) Topic 825, Financial Instruments (“Topic 825”) requires disclosure of fair value information of financial instruments, whether or not recognized in the balance sheets, for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Topic 825 excludes certain financial instruments and all nonfinancial assets and liabilities from its disclosure requirements. Accordingly, the aggregate fair value amounts do not represent the underlying value of the Company. The three levels of valuation hierarchy are defined as follows:
Level 1 Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value.
The following table sets forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2024 and March 31, 2024:
| Carrying Value as of | Fair Value Measurement as of | |||||||||||||||
| June 30, | June 30, 2024 | |||||||||||||||
| 2024 | Level 1 | Level 2 | Level 3 | |||||||||||||
| (Unaudited) | ||||||||||||||||
| Derivative liabilities | $ | $ | $ | $ | ||||||||||||
| Carrying Value as of | Fair Value Measurement as of | |||||||||||||||
| March 31, | March 31, 2024 | |||||||||||||||
| 2024 | Level 1 | Level 2 | Level 3 | |||||||||||||
| Derivative liabilities | $ | $ | $ | $ | ||||||||||||
8
SENMIAO TECHNOLOGY LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2019 Registered Direct Offering | August 2020 Underwritten Public | February 2021 Registered Direct | May 2021 Registered Direct Offering | November 2021 Private Placement | ||||||||||||||||||||||||||||||||
| Series A Warrants | Placement Warrants | Offering Warrants | Offering Warrants | Investors Warrants | Placement Warrants | Investors Warrants | Placement Warrants | Total | ||||||||||||||||||||||||||||
| BALANCE as of March 31, 2023 | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Change in fair value of derivative liabilities | — | — | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Warrant forfeited due to expiration | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| BALANCE as of March 31, 2024 | ||||||||||||||||||||||||||||||||||||
| Change in fair value of derivative liabilities | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| BALANCE as of June 30, 2024 (unaudited) | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| June 20, 2019 | August 4, 2020 | February 10, 2021 | May 13, 2021 | November 10, 2021 | ||||||||||||||||||||||||||||||||||||
| Series A | Series B | Placement Agent | Underwriters’ | Placement Agent | ROFR | Investor | Placement Agent | Investor | Placement Agent | |||||||||||||||||||||||||||||||
| Warrants | Warrants | Warrants | Warrants | Warrants | Warrants | Warrants | Warrants | Warrants | Warrants | |||||||||||||||||||||||||||||||
| # of shares exercisable* | ||||||||||||||||||||||||||||||||||||||||
| Valuation date | ||||||||||||||||||||||||||||||||||||||||
| Exercise price* | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Stock price* | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Expected term (years) | ||||||||||||||||||||||||||||||||||||||||
| Risk-free interest rate | % | % | % | % | % | % | % | % | % | % | ||||||||||||||||||||||||||||||
| Expected volatility | % | % | % | % | % | % | % | % | % | % | ||||||||||||||||||||||||||||||
9
SENMIAO TECHNOLOGY LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| As of June 30, 2024 | ||||||||||||||||||||||||||||
| August 4, 2020 | February 10, 2021 | May 13, 2021 | November 10, 2021 | |||||||||||||||||||||||||
| Placement | Placement | Placement | ||||||||||||||||||||||||||
| Underwriters’ | Agent | ROFR | Investor | Agent | Investor | Agent | ||||||||||||||||||||||
| Granted Date | Warrants | Warrants | Warrants | Warrants | Warrants | Warrants | Warrants | |||||||||||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||||||||||||||
| # of shares exercisable | ||||||||||||||||||||||||||||
| Valuation date | ||||||||||||||||||||||||||||
| Exercise price | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Stock price | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Expected term (years) | ||||||||||||||||||||||||||||
| Risk-free interest rate | % | % | % | % | % | % | % | |||||||||||||||||||||
| Expected volatility | % | % | % | % | % | % | % | |||||||||||||||||||||
| As of March 31, 2024 | ||||||||||||||||||||||||||||
| August 4, 2020 | February 10, 2021 | May 13, 2021 | November 10, 2021 | |||||||||||||||||||||||||
| Placement | Placement | Placement | ||||||||||||||||||||||||||
| Underwriters’ | Agent | ROFR | Investor | Agent | Investor | Agent | ||||||||||||||||||||||
| Granted Date | Warrants | Warrants | Warrants | Warrants | Warrants | Warrants | Warrants | |||||||||||||||||||||
| # of shares exercisable | ||||||||||||||||||||||||||||
| Valuation date | ||||||||||||||||||||||||||||
| Exercise price | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Stock price | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Expected term (years) | ||||||||||||||||||||||||||||
| Risk-free interest rate | % | % | % | % | % | % | % | |||||||||||||||||||||
| Expected volatility | % | % | % | % | % | % | % | |||||||||||||||||||||
| * |
10
SENMIAO TECHNOLOGY LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2024 and March 31, 2024, financial instruments of the Company comprised primarily current assets and current liabilities including cash and cash equivalents, restricted cash, accounts receivable, finance lease receivables, prepayments, other receivables and other assets, due from related parties, accounts payable, advance from customers, lease liabilities, accrued expenses and other liabilities, due to related parties, and operating and financing lease liabilities, which approximate their fair values because of the short-term nature of these instruments, and current liabilities of borrowings from a financial institution, which approximate their fair values because of the stated loan interest rate to the rate charged by similar financial institutions.
The non-current portion of finance lease receivables, operating and financing lease liabilities and borrowings from a financial institution were recorded at the gross amount adjusted for the interest using the effective interest rate method. The Company believes that the effective interest rates underlying these instruments approximate their fair values because the Company used its incremental borrowing rate to recognize the present value of these instruments as of June 30, 2024 and March 31, 2024.
Other than as listed above, the Company did not identify any assets or liabilities that are required to be presented on the balance sheet at fair value.
(e) Segment reporting
Operating segments are reported in a manner consistent
with the internal reporting provided to the chief operating decision maker (the “CODM”), which is comprised of certain members
of the Company’s management team. During the years ended March 31, 2019 and 2021, the Company acquired Hunan Ruixi and XXTX, respectively.
The Company evaluated how the CODM manages the businesses of the Company to maximize efficiency in allocating resources and assessing
performance. Consequently, the Company presents
(f) Cash and cash equivalents
Cash and cash equivalents primarily consist of bank deposits with original maturities of three months or less, which are unrestricted as to withdrawal and use. Cash and cash equivalents also consist of funds received from automobile purchasers as payments for automobiles, funds received from automobile lessees as payments for rentals, which were held at the third-party platforms’ fund accounts and which are unrestricted and immediately available for withdrawal and use.
(g) Restricted cash
Restricted cash consists of fund
held in the bank accounts of Corenel was frozen by a court order with a prior business partner whom Corenel had cooperation with. The
restricted cash of Corenel was $
(h) Accounts receivable, net
Accounts
receivable are recorded at the invoiced amount less an allowance for any uncollectible accounts and do not bear interest, and are due
on demand. The carrying value of accounts receivable is reduced by an allowance that reflects the Company’s best estimate of the
amounts that will not be collected. An allowance for credit losses is recorded in the period when a loss is probable based on an assessment
of specific evidence indicating collection is unlikely, historical bad debt rates, accounts aging, financial conditions of the customer
and industry trends. Starting from April 1, 2023, the Company adopted ASU No.2016-13 “Financial Instruments – Credit Losses
(Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASC Topic 326”). Management also periodically
evaluates individual customer’s financial condition, credit history, and the current economic conditions to make adjustments in
the allowance when it is considered necessary. Account balances are charged off against the allowance after all means of collection have
been exhausted and the potential for recovery is considered remote. The Company’s management continues to evaluate the reasonableness
of the valuation allowance policy and update it if necessary. As of June 30, 2024 and March 31, 2024, the Company record allowance for
credit losses of $
(i) Finance lease receivables
Finance lease receivables, which result from sales-type leases, are measured at discounted present value of (i) future minimum lease payments, (ii) any residual value not subject to a bargain purchase option as finance lease receivables on its balance sheet and (iii) accrued interest on the balance of the finance lease receivables based on the interest rate inherent in the applicable lease over the term of the lease. Management also periodically evaluates individual customer’s financial condition, credit history and the current economic conditions to make adjustments in the allowance for credit losses when necessary. Finance lease receivables is charged off against the allowance for credit losses after all means of collection have been exhausted and the potential for recovery is considered remote. As of June 30, 2024 and March 31, 2024, the Company determined allowance for credit losses was necessary for finance lease receivables.
11
SENMIAO TECHNOLOGY LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| June 30, | March 31, | |||||||
| 2024 | 2024 | |||||||
| (Unaudited) | ||||||||
| Minimum lease payments receivable | $ | $ | ||||||
| Less: Unearned interest | ( | ) | ( | ) | ||||
| Financing lease receivables | $ | $ | ||||||
| Finance lease receivables, current | $ | $ | ||||||
| Finance lease receivables, non-current | $ | $ | ||||||
| Minimum future payments receivable | ||||
| Twelve months ending June 30, 2025 | $ | |||
| Twelve months ending June 30, 2026 | ||||
| Twelve months ending June 30, 2027 | ||||
| Total | $ | |||
(j) Property and equipment, net
Property
and equipment primarily consist of automobiles, leasehold improvements, computers and other equipment, which are stated at cost less accumulated
depreciation and amortization less any provision required for impairment in value. Depreciation and amortization is computed using the
straight-line method with no residual value based on the estimated useful life.
| Categories | Useful life | |
| Leasehold improvements | ||
| Computer equipment | ||
| Office equipment, fixture and furniture | ||
| Automobiles |
The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the future net undiscounted cash flows that the asset is expected to generate. If such asset is considered to be impaired, the impairment recognized is the amount by which the carrying amount of the asset, if any, exceeds its fair value determined using a discounted cash flow model. For the three months ended June 30, 2024 and 2023, the Company did not recognize impairment for property and equipment.
Costs of repairs and maintenance are expensed as incurred and asset improvements are capitalized. The cost and related accumulated depreciation and amortization of assets disposed of or retired are removed from the accounts, and any resulting gain or loss is reflected in the unaudited condensed consolidated statements of operations and comprehensive loss.
(k) Loss per share
Basic loss per share is computed by dividing net loss attributable to stockholders by the weighted average number of outstanding shares of common stock, adjusted for outstanding shares of common stock that are subject to repurchase.
For the calculation of diluted loss per share, net loss attributable to stockholders for basic loss per share is adjusted by the effect of dilutive securities, including share-based awards, under the treasury stock method and convertible securities under the if-converted method. Potentially dilutive securities, of which the amounts are insignificant, have been excluded from the computation of diluted net loss per share if their inclusion is anti-dilutive.
12
SENMIAO TECHNOLOGY LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As of June
30, 2024, the Company’s dilutive securities from the outstanding series A convertible preferred stock are convertible into
(l) Derivative liabilities
A contract is designated as an asset or a liability and is carried at fair value on the Company’s balance sheet, with any changes in fair value recorded in the Company’s results of operations. The Company then determines which options, warrants and embedded features require liability accounting and records the fair value as a derivative liability. The changes in the values of these instruments are shown in the unaudited condensed consolidated statements of operations and comprehensive loss as “change in fair value of derivative liabilities”.
(m) Revenue recognition
The Company recognized its revenue under Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (ASC 606). ASC 606 establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. It also requires the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer.
To achieve that core principle, the Company applies the five steps defined under ASC 606: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation.
The Company accounts for a contract with a customer when the contract is entered into by the parties, the rights of the parties, including payment terms, are identified, the contract has commercial substance and consideration to collect is substantially probable.
| For the Three Months Ended | ||||||||
| June 30, | ||||||||
| 2024 | 2023 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Automobile Transaction and Related Services | ||||||||
| - Operating lease revenues from automobile rentals | $ | $ | ||||||
| - Monthly services commissions | ||||||||
| - Financing revenues | ||||||||
| - Service fees from NEVs leasing | ||||||||
| - Service fees from automobile purchase services | ||||||||
| - Revenues from sales of automobiles | ||||||||
| - Other service fees | ||||||||
| Total revenues from Automobile Transaction and Related Services | ||||||||
| Online Ride-hailing Platform Services | ||||||||
| Total Revenues from Operations | $ | $ | ||||||
Automobile transaction and related services
Operating lease revenues from automobile rentals –The Company generates revenue from sub-leasing automobiles to some online ride-hailing drivers or third-parties and leasing its own automobiles. The Company recognizes revenue wherein an automobile is transferred to the lessees and the lessees has the ability to control the asset, is accounted for under ASC Topic 842. Rental transactions are satisfied over the rental period and is recognized over time. As the operating lease revenue are variable in nature which is based on online ride-hailing drivers or third-parties’ performance for a certain period, the Company recognized the revenue from operating lease by using the output method based on periodic settlement between the Company and the online ride-hailing drivers or third-parties when such revenue is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. Rental periods are short term in nature, generally are twelve months or less.
13
SENMIAO TECHNOLOGY LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Monthly services commissions – Commissions from the services generated from the management and related services provided to Partner Platforms and other companies, which are settled on a monthly basis. The Company recognizes revenues at a point in time when performance obligations are completed and the commission amount is confirmed by the Partner Platforms and other companies, based on their evaluations on the services provided by the Company.
Financing revenues – Interest income from the lease arising from the Company’s sales-type leases and bundled lease arrangements are recognized as financing revenues over the lease term based on the effective rate of interest in the lease.
Service fees from NEVs leasing and automobile purchase services - Services fees from NEVs leasing and automobile purchase services are paid by some lessees who rent new energy electric vehicles from the Company or automobile purchasers for a series of the services provided to them throughout the purchase process such as credit assessment, installment of GPS devices, ride-hailing driver qualification and other administrative procedures. The amount of services fees for NEVs leasing is based on the product solutions while the fees for purchase is based on the sales price of the automobiles and relevant services provided. The Company recognizes revenue at a point in time when above mentioned services are completed, and corresponding an automobile is delivered to the lessee or purchaser. Accounts receivable related to the revenue from NEVs leasing and automobile purchase services is collected upon the automobiles are delivered to lessees or purchaser.
Sales of automobiles – The Company generated revenue from sales of automobiles to the customers of Hunan Ruixi. The control over the automobile is transferred to the purchaser along with the delivery of automobiles. The amount of the revenue is based on the sale price agreed by Hunan Ruixi and the customers. The Company recognizes revenues when an automobile is delivered and control is transferred to the purchaser at a point in time. Accounts receivable related to the revenue are being collected within 12 months.
Other service fees – The Company generated other revenues such as miscellaneous service fees charged to its customers for some supporting services provided to online ride-hailing drivers. The Company recognizes revenues at a point in time when performance obligations are completed and the collectability is probable from the customers.
Leases - Lessor
The Company
recognized revenue as lessor in accordance with ASC 842. The two primary accounting provisions the Company uses to classify transactions
as sales-type or operating leases are: (i) a review of the lease term to determine if it is for the major part of the economic life of
the underlying equipment (defined as greater than )%; and (ii) a review of the present value of the lease payments to determine
if they are equal to or greater than substantially all of the fair market value of the equipment at the inception of the lease (defined
as greater than
The Company excludes from the measurement of its lease revenues any tax assessed by a governmental authority that is both imposed on and concurrent with a specific revenue-producing transaction and collected from a customer.
The Company considers the economic life of most of the automobiles to be to years, since this represents the most common long-term lease term for its automobiles and the automobiles will be used for online ride-hailing services. The Company believes three to years is representative of the period during which an automobile is expected to be economically usable, with normal service, for the purpose for which it is intended.
The Company’s
lease pricing interest rates, which are used in determining customer payments in a bundled lease arrangement, are developed based upon
the local prevailing rates in the marketplace where its customer will be able to obtain an automobile loan under similar terms from the
bank. The Company reassesses its pricing interest rates quarterly based on changes in the local prevailing rates in the marketplace. As
of June 30, 2024, the Company’s pricing interest rate was
14
SENMIAO TECHNOLOGY LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Online ride-hailing platform services
The Company generates revenue from providing services to online ride-hailing drivers (“Drivers”) to assist them in providing transportation services to riders (“Riders”) looking for taxi/ride-hailing services. The Company earns commissions for each completed ride in an amount equal to the difference between an upfront quoted fare and the amount earned by a Driver based on actual time and distance for the ride charged to the Rider. As a result, the Company bears a single performance obligation in the transaction of connecting Drivers with Riders to facilitate the completion of a successful transportation service for Riders. The Company recognizes revenue upon completion of a ride as the single performance obligation is satisfied and the Company has the right to receive payment for the services rendered upon the completion of the ride. The Company evaluates the presentation of revenue on a gross or net basis based on whether it controls the service provided to the Rider and is the principal (i.e., “gross”), or it arranges for other parties to provide the service to the Rider and is an agent (i.e., “net”). Since the Company is not primarily responsible for ride-hailing services provided to Riders, it does not have discretion in establishing the price of the online ride-hailing service and inventory risk related to the services as the Company earns commissions for each completed order as the difference between an upfront quote fare and the amount earned by a driver based on actual time and distance for ride charged to the rider. Thus, the Company recognizes revenue at a net basis. Incentives paid to Drivers are similar to retrospective volume-based rebates and represent variable consideration that is typically settled weekly or monthly. The Company recorded it as a reduction to revenue by the amount of the incentives to be paid upon completion of the performance criteria.
(n) Significant risks and uncertainties
| 1) | Credit risk |
| a. | Assets that potentially subject the Company to significant concentration of credit risk primarily consist
of cash and cash equivalents. The maximum exposure of these assets to credit risk is their carrying amounts as of the balance sheet dates.
As of June 30, 2024 and March 31, 2024, approximately $ |
The Company’s operations are carried out entirely in mainland China. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the social, political, economic and legal environments in the PRC as well as by the general state of the PRC economy. In addition, the Company’s business may be influenced by changes in PRC government laws, rules and policies with respect to, among other matters, anti-inflationary measures, currency conversion and remittance of currency outside of China, rates and methods of taxation and other factors.
| b. | In measuring the credit risk of accounts receivable due from the automobile purchasers (the “customers”), the Company mainly reflects the “probability of default” by the customer on its contractual obligations and considers the current financial position of the customer and the risk exposures to the customer and its likely future development. |
Historically,
most of the automobile purchasers would pay the Company their previously defaulted amounts within one to three months. As a result, the
Company would provide full provisions on accounts receivable if the customers default on repayments for over three months. As of June
30, 2024 and March 31, 2024, the Company record allowance for credit losses of $
| 2) | Foreign currency risk |
As
of June 30, 2024 and March 31, 2024 substantially all of the Company’s operating activities and major assets and liabilities,
except for the cash deposit of approximately $
15
SENMIAO TECHNOLOGY LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(o) Recent accounting pronouncements not yet adopted
The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies.
In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements — codification amendments in response to SEC’s disclosure Update and Simplification initiative which amend the disclosure or presentation requirements of codification subtopic 230-10 Statement of Cash Flows—Overall, 250-10 Accounting Changes and Error Corrections— Overall, 260-10 Earnings Per Share— Overall, 270-10 Interim Reporting— Overall, 440-10 Commitments—Overall, 470-10 Debt—Overall, 505-10 Equity—Overall, 815-10 Derivatives and Hedging—Overall, 860-30 Transfers and Servicing—Secured Borrowing and Collateral, 932-235 Extractive Activities— Oil and Gas—Notes to Financial Statements, 946-20 Financial Services— Investment Companies— Investment Company Activities, and 974-10 Real Estate—Real Estate Investment Trusts—Overall. The amendments represent changes to clarify or improve disclosure and presentation requirements of above subtopics. Many of the amendments allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the SEC’s requirements. Also, the amendments align the requirements in the Codification with the SEC’s regulations. For entities subject to existing SEC disclosure requirements or those that must provide financial statements to the SEC for securities purposes without contractual transfer restrictions, the effective date aligns with the date when the SEC removes the related disclosure from Regulation S-X or Regulation S-K. Early adoption is not allowed. For all other entities, the amendments will be effective two years later from the date of the SEC’s removal. The Company is currently evaluating the impact of the update on the Company’s unaudited condensed consolidated financial statements and related disclosures.
In November 2023, the FASB issued ASU 2023-07, which is an update to Topic 280, Segment Reporting: Improvements to reportable Segment Disclosures (“ASU 2023-07”), which enhances the disclosure required for reportable segments in annual and interim consolidated financial statements, including additional, more detailed information about a reportable segment’s expenses. ASU 2023-07 will be effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of the pending adoption of AUS 2023-07 on its unaudited condensed consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, which is an update to Topic 740, Income Taxes. The amendments in this update enhances the transparency and decision usefulness of income tax disclosures. ASU 2023-09 will be effective for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this Update should be applied on a prospective basis. Retrospective application is permitted. The Company is currently evaluating the impact the adoption of ASU 2023-07 will have on its annual and interim disclosures
16
SENMIAO TECHNOLOGY LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
4. DISCONTINUED OPERATIONS
Since October,
2019, the Company has discontinued its online P2P lending services business.
| June 30, | March 31, | |||||||
| 2024 | 2024 | |||||||
| (Unaudited) | ||||||||
| Current liabilities | ||||||||
| Accrued expenses and other liabilities | $ | $ | ||||||
5. ACCOUNTS RECEIVABLE, NET
Accounts receivable include online ride-hailing services fees due from online ride-hailing drivers and rental receivables due from operating lessees. It also includes a portion of bundled lease arrangements on fixed minimum monthly payments to be paid by the automobile purchasers arising from automobile sales and services fees, net of unearned interest income, discounted using the Company’s lease pricing interest rates.
| June 30, | March 31, | |||||||
| 2024 | 2024 | |||||||
| (Unaudited) | ||||||||
| Receivables of online ride hailing fees from online ride-hailing drivers | $ | $ | ||||||
| Receivables of operating lease | ||||||||
| Receivables of automobile sales due from automobile purchasers | ||||||||
| Less: Allowance for credit losses | ( | ) | ( | ) | ||||
| Accounts receivable, net | $ | $ | ||||||
| June 30, | March 31, | |||||||
| 2024 | 2024 | |||||||
| (Unaudited) | ||||||||
| Beginning balance | $ | $ | ||||||
| Addition | ||||||||
| Translation adjustment | ( | ) | ( | ) | ||||
| Ending balance | $ | $ | ||||||
6. PREPAYMENTS, OTHER RECEIVABLES AND OTHER CURRENT ASSETS, NET
| June 30, | March 31, | |||||||
| 2024 | 2024 | |||||||
| (Unaudited) | ||||||||
| Prepaid expenses (i) | $ | $ | ||||||
| Deposits (ii) | ||||||||
| Receivables from aggregation platforms (iii) | ||||||||
| Value added tax (“VAT”) recoverable (iv) | ||||||||
| Due from automobile purchasers, net (v) | ||||||||
| Employee advances | ||||||||
| Others | ||||||||
| Less: Allowance for credit losses | ( | ) | ( | ) | ||||
| Total prepayments, other receivables and other current assets, net | $ | $ | ||||||
17
SENMIAO TECHNOLOGY LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| June 30, | March 31, | |||||||
| 2024 | 2023 | |||||||
| (Unaudited) | ||||||||
| Beginning balance | $ | $ | ||||||
| Addition | ||||||||
| Translation adjustment | ( | ) | ( | ) | ||||
| Ending balance | $ | $ | ||||||
| (i) | Prepaid expense |
The balance of prepaid expense represented automobile purchase prepayments, automobile liability insurance premium for automobiles for operating lease and other miscellaneous expense such as office lease, office remodel expense, etc. that will expire within one year.
| (ii) | Deposits |
The
balance of deposits mainly represented the security deposit made by the Company to various automobile leasing companies, financial institutions
and Didi Chuxing Technology Co., Ltd., who runs an online ride-hailing platform. As of June 30, 2024 and
March 31, 2024, the allowance for credit losses of $
| (iii) | Receivables from aggregation platforms |
The balance of receivables from aggregation platforms represented the amount due from the collaborated aggregation platforms based on the confirmed billings, which will be disbursed to the drivers who completed their rides through the Company’s online ride-hailing platform.
| (iv) | Value added tax (“VAT”) recoverable |
The balance represented the amount of VAT, which resulted from historical purchasing activities and could be further used for deducting future VAT in PRC.
| (v) | Due from automobile purchasers, net |
The
balance due from automobile purchasers represented the payments of automobiles and related insurances and taxes made on behalf of the
automobile purchasers. The balance is expected to be collected from the automobile purchasers in installments. As of June 30, 2024
and March 31, 2024, the allowance for credit losses recorded against receivables due from automobile
purchasers was $
8. PROPERTY AND EQUIPMENT, NET
| June 30, | March 31, | |||||||
| 2024 | 2024 | |||||||
| (Unaudited) | ||||||||
| Leasehold improvements | $ | $ | ||||||
| Computer equipment | ||||||||
| Office equipment, fixtures and furniture | ||||||||
| Automobiles | ||||||||
| Subtotal | ||||||||
| Less: accumulated depreciation and amortization | ( | ) | ( | ) | ||||
| Total property and equipment, net | $ | $ | ||||||
Depreciation
and amortization expense for the three months ended June 30, 2024 and 2023 amounted to $
18
SENMIAO TECHNOLOGY LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
9. INTANGIBLE ASSETS, NET
| June 30, | March 31, | |||||||
| 2024 | 2024 | |||||||
| (Unaudited) | ||||||||
| Software | $ | $ | ||||||
| Online ride-hailing platform operating licenses | ||||||||
| Subtotal | ||||||||
| Less: accumulated amortization | ( | ) | ( | ) | ||||
| Total intangible assets, net | $ | $ | ||||||
Amortization
expense for the three months ended June 30, 2024 and 2023 amounted to $
| Amortization expenses | ||||
| Twelve months ending June 30, 2025 | $ | |||
| Twelve months ending June 30, 2026 | ||||
| Twelve months ending June 30, 2027 | ||||
| Twelve months ending June 30, 2028 | ||||
| Twelve months ending June 30, 2029 | ||||
| Thereafter | ||||
| Total | $ | |||
10. OTHER NON-CURRENT ASSETS
| June 30, | March 31, | |||||||
| 2024 | 2024 | |||||||
| (Unaudited) | ||||||||
| Prepayments of automobiles purchased (i) | $ | $ | ||||||
| (i) |
19
SENMIAO TECHNOLOGY LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
11. BORROWINGS FROM A FINANCIAL INSTITUTION
| Maturity | Interest | June 30, | March 31, | |||||||||||
| Bank name | date | rate | 2024 | 2024 | ||||||||||
| (Unaudited) | ||||||||||||||
| WeBank* | % | $ | $ | |||||||||||
| Borrowing from a financial institution, current | $ | $ | ||||||||||||
| Borrowing from a financial institution, non-current | $ | $ | ||||||||||||
| * |
The
total interest expense for the three months ended June 30, 2024 and 2023 was $
12. ACCRUED EXPENSES AND OTHER LIABILITIES
| June 30, | March 31, | |||||||
| 2024 | 2024 | |||||||
| (Unaudited) | ||||||||
| Accrued payroll and welfare | $ | $ | ||||||
| Payables to drivers from aggregation platforms (i) | ||||||||
| Deposits (ii) | ||||||||
| Accrued expenses | ||||||||
| Other taxes payable | ||||||||
| Payables for expenditures on automobile transaction and related services (iii) | ||||||||
| Other payables | ||||||||
| Total accrued expenses and other liabilities | ||||||||
| Total accrued expenses and other liabilities – discontinued operations | ( | ) | ( | ) | ||||
| Total accrued expenses and other liabilities – continuing operations | $ | $ | ||||||
| (i) | Payables to drivers from aggregation platforms |
The balance of payables to drivers from aggregation platforms represented the amount the Company collected on behalf of drivers who completed their transaction through the Company’s online ride-hailing platform base on the confirmed billings.
| (ii) | Deposits |
The balance of deposits represented the security deposit from operating and finance lease customers to cover lease payment and related automobile expense in case the customers’ accounts are in default. The balance is refundable at the end of the lease term, after deducting any missed lease payment and applicable fee.
| (iii) | Payables for expenditures on automobile transaction and related services |
The balance of payables for expenditures on automobile transaction and related services represented the payables balance to the miscellaneous expenses related to the daily operations of automobiles.
13. EMPLOYEE BENEFIT PLAN
The Company has made employee benefit plan in accordance with relevant PRC regulations, including retirement insurance, unemployment insurance, medical insurance, housing fund, work injury insurance and maternity insurance.
The
contributions made by the Company were $
As
of June 30, 2024 and March 31, 2024, the Company did not make adequate employee benefit contributions
in the amount of $
20
SENMIAO TECHNOLOGY LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
14. EQUITY
Warrants
Warrants in Offerings
The Company adopted the provisions of ASC 815 on determining what types of instruments or embedded features in an instrument held by a reporting entity can be considered indexed to its own stock for the purpose of evaluating the first criteria of the scope exception in ASC 815. Warrants issued in connection with the direct equity offering with exercise prices denominated in US dollars are no longer considered indexed to the Company’s stock, as their exercise prices are not in the Company’s functional currency (RMB), and therefore no longer qualify for the scope exception and must be accounted for as a derivative. These warrants are classified as liabilities under the caption “Derivative liabilities” in the unaudited condensed consolidated statements of balance sheets and recorded at estimated fair value at each reporting date, computed using the Black-Scholes valuation model. Changes in the liability from period to period are recorded in the unaudited condensed consolidated statements of operations and comprehensive loss under the caption “Change in fair value of derivative liabilities.”
August 2020 Underwriters’ Warrants
As
of June 30, 2024 and March 31, 2024, there were
February 2021 Registered Direct Offering Warrants
As
of June 30, 2024 and March 31, 2024, there were
May 2021 Registered Direct Offering Warrants
As
of June 30, 2024 and March 31, 2024, there were
November 2021 Private Placement Warrants
As
of June 30, 2024 and March 31, 2024, there were
21
SENMIAO TECHNOLOGY LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| Weighted | Average | |||||||||||||||
| Average | Remaining | |||||||||||||||
| Warrants | Warrants | Exercise | Contractual | |||||||||||||
| Outstanding | Exercisable | Price | Life | |||||||||||||
| Balance, March 31, 2023 | $ | |||||||||||||||
| Forfeited | ( | ) | ( | ) | ||||||||||||
| Balance, March 31, 2024 | $ | |||||||||||||||
| Exercised | ||||||||||||||||
| Balance, June 30, 2024 (unaudited) | $ | |||||||||||||||
Restricted Stock Units
On
October 29, 2020, the Board approved the issuance of an aggregate of
Equity Incentive Plan
At
the 2018 Annual Meeting of Stockholders of the Company held on November 8, 2018, the Company’s stockholders approved the Company’s
2018 Equity Incentive Plan for employees, officers, directors and consultants of the Company and its affiliates. In March 2023 and April
2024, the Annual Meeting of Stockholders of Company for the years ended March 31, 2022 and 2023 further approved the amendments to the
2018 Equity Incentive Plan, to increase the number of shares of common stock reserved under the Plan to
1-for-10 shares reverse split on common stock
The Company
considered the above transactions after giving a retroactive effect to a
Conversion Price Adjustment for November 2021 Preferred Shares
Pursuant
to the Certificate of Designation for the series A convertible preferred stock signed by the Company and certain institutional investors
in November 2021 Private Placement, the initial conversion price of the series A Convertible Preferred Shares was $
22
SENMIAO TECHNOLOGY LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
15. INCOME TAXES
The United States of America
The Company
is incorporated in the State of Nevada in the U.S., and is subject to U.S. federal corporate income taxes with tax rate of
On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act imposes a one-time transition tax on deemed repatriation of historical earnings of foreign subsidiaries, and future foreign earnings are subject to U.S. taxation. The Tax Act also established the Global Intangible Low-Taxed Income (GILTI), a new inclusion rule affecting non-routine income earned by foreign subsidiaries. For the three months ended June 30, 2024 and 2023, the Company’s foreign subsidiaries in China were operating at loss and as such, did not record a liability for GILTI tax.
The Company’s net operating loss for U.S.
income taxes from U.S for both the three months ended June 30, 2024 and 2023 amounted to approximately $
PRC
Senmiao
Consulting, Sichuan Senmiao Ronglian Technology Co., Ltd. (“Sichuan Senmiao”), Hunan Ruixi, Sichuan Senmiao Yicheng Assets
Management Co., Ltd. (“Yicheng”), Corenel, Jiekai and XXTX and its subsidiaries are subject to PRC Enterprise Income Tax (“EIT”)
on the taxable income in accordance with the relevant PRC income tax laws. The EIT rate for companies operating in the PRC is
| For the Three Months Ended | ||||||||
| June 30, | ||||||||
| 2024 | 2023 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| U.S. | $ | ( | ) | $ | ( | ) | ||
| PRC | ( | ) | ( | ) | ||||
| Total net loss before income tax | $ | ( | ) | $ | ( | ) | ||
| For the Three Months Ended | ||||||||
| June 30, | ||||||||
| 2024 | 2023 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Current income tax | $ | $ | ||||||
| Deferred tax benefit | ||||||||
| Income tax benefit | $ | $ | ||||||
| June 30, | March 31, | |||||||
| 2024 | 2024 | |||||||
| Deferred Tax Assets | (Unaudited) | |||||||
| Net operating loss carryforwards in the PRC | $ | $ | ||||||
| Net operating loss carryforwards in the U.S. | ||||||||
| Allowance for credit losses | ||||||||
| Others | ||||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Deferred tax assets, net | $ | $ | ||||||
| Deferred tax liabilities: | ||||||||
| Capitalized intangible assets cost | $ | $ | ||||||
| Deferred tax liabilities, net | $ | $ | ||||||
23
SENMIAO TECHNOLOGY LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As of both June 30, 2024 and March 31, 2024, the
Company’s PRC entities associated with discontinued operations had net operating loss carryforwards of approximately $
| June 30, 2024 | March 31, 2024 | |||||||
| (Unaudited) | ||||||||
| Net operating loss carry forwards in the PRC | $ | $ | ||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
Uncertain tax positions
The
Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits,
and measure the unrecognized benefits associated with the tax positions. As of June 30, 2024
and March 31, 2024, the Company did not have any unrecognized uncertain tax positions and the Company does not believe that its unrecognized
tax benefits will change over the next twelve months. For the three months ended June 30, 2024 and 2023, the Company did not incur any
interest and penalties related to potential underpaid income tax expenses. According to PRC Tax Administration and Collection Law, the
statute of limitations is three years if the underpayment of taxes is due to computational errors made by the taxpayer or withholding
agent. The statute of limitations will be extended five years under special circumstances, which are not clearly defined (but an underpayment
of tax liability exceeding RMB
16. CONCENTRATION
Major Suppliers
For
the three months ended June 30, 2024,
For
the three months ended June 30, 2023,
17. RELATED PARTY TRANSACTIONS AND BALANCES
1. Related Party Balances
1) Accounts receivable, a related party
As
of June 30, 2024 and March 31, 2024, accounts receivable from a related party amounted to
$
2) Due from related parties
| June 30, | March 31, | |||||||
| 2024 | 2024 | |||||||
| (Unaudited) | ||||||||
| Total due from related parties | $ | $ | ||||||
| Less: Allowance for credit losses | ( | ) | ( | ) | ||||
| Due from related parties, net | $ | $ | ||||||
| Due from related parties, net, current | $ | $ | ||||||
| Due from a related party, net, non-current | $ | $ | ||||||
24
SENMIAO TECHNOLOGY LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As
of June 30, 2024, balances due from Jinkailong, the Company’s equity investee company was $
As of March
31, 2024, balances due from Jinkailong, the Company’s equity investee company was $
| June 30, | March 31, | |||||||
| 2024 | 2024 | |||||||
| (Unaudited) | ||||||||
| Beginning balance | $ | $ | ||||||
| Addition | ||||||||
| Translation adjustment | ( | ) | ( | ) | ||||
| Ending balance | $ | $ | ||||||
On
January 3, 2024, Xiang Hu, the Legal Representative of Sichuan Senmiao and a shareholder of the Company, entered into a loan agreement
wherein the Company agreed to provide an interest-free special reserve loan of $
As
of June 30, 2024 and March 31, 2024, balance due from Chengdu Youlu Technology Ltd.
(“Youlu”), a related party of the Company were amounted to $
3)
| June 30, | March 31, | |||||||
| 2024 | 2024 | |||||||
| (Unaudited) | ||||||||
| Loan payable to a related party (i) | $ | $ | ||||||
| Other payable due to a related party (ii) | ||||||||
| Total due to related parties | $ | $ | ||||||
| (i) |
| (ii) |
25
SENMIAO TECHNOLOGY LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
4)
| June 30, | March 31, | |||||||
| 2024 | 2024 | |||||||
| (Unaudited) | ||||||||
| Operating lease right-of-use assets – a related party | $ | $ | ||||||
| Operating lease liabilities – a related party | $ | $ | ||||||
In November 2018, Hunan Ruixi entered into an
office lease agreement with Hunan Dingchentai Investment Co., Ltd. (“Dingchentai”), a company where one of the Company’s
independent directors serves as the legal representative and general manager. The term of the lease agreement was from November 1, 2018
to October 31, 2023 and the rent was approximately $
2. Related Party Transactions
For
the three months ended June 30, 2024 and 2023, the Company incurred $
For the
three months ended June 30, 2024 and 2023, the Company incurred $
The
Company had reached cooperation with Jinkailong, the Company’s equity investee company, that the drivers who leased automobile from
Jinkailong completed their online ride-hailing requests and orders through the Company’s ride-hailing platform, and the company
will pay Jinkailong a certain promotion service fee. During the three months ended June 30,
2024 and 2023, the company incurred promotion fee of $
During the
three months ended June 30, 2024 and 2023, Corenel leased automobiles to Jinkailong and generated revenue of $
18. LEASES
Lessor
The Company’s operating leases for automobile rentals have rental periods that are typically short term, generally is twelve months or less. Revenue recognition section of Note 3 (m), the Company discloses that revenue earned from automobile rentals, wherein an identified asset is transferred to the customer and the customer has the ability to control that asset, is accounted for under Topic 842 upon adoption for the three months ended June 30, 2024.
Lessee
As of June 30, 2024 and March 31, 2024, the Company has engaged in offices and showroom leases which were classified as operating leases.
The Company leased automobiles under operating lease agreements with a term shorter than twelve months which it elected not to recognize lease assets and lease liabilities under ASC 842. Instead, the Company recognized the lease payments in profit or loss on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments is incurred. In addition, the Company had automobiles leases which were classified as finance lease.
The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
The Company recognized lease expense on a straight-line basis over the lease term for operating lease. Meanwhile, the Company recognized the finance leases ROU assets and interest on an amortized cost basis. The amortization of finance ROU assets is recognized on a straight-line basis as amortization expense, while the lease liability is increased to reflect interest on the liability and decreased to reflect the lease payments made during the period. Interest expense on the lease liability is determined each period during the lease term as the amount that results in a constant periodic interest rate of the automobile loans on the remaining balance of the liability.
The
ROU assets and lease liabilities are determined based on the present value of the future minimum rental payments of the lease as of the
adoption date, using effective interest rate of
26
SENMIAO TECHNOLOGY LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| For the Three Months Ended | ||||||||||
| Classification | June 30, 2024 | June 30, 2023 | ||||||||
| (Unaudited) | (Unaudited) | |||||||||
| Operating lease cost | ||||||||||
| Automobile lease costs | Cost of revenues | $ | $ | |||||||
| Lease expenses | Selling, general and administrative | |||||||||
| Finance lease cost | ||||||||||
| Amortization of leased asset | Cost of revenue | |||||||||
| Amortization of leased asset | General and administrative | |||||||||
| Interest on lease liabilities | Interest expenses on finance leases | |||||||||
| Total lease expenses | $ | $ | ||||||||
Operating
lease costs for automobiles totaled $
Operating
lease expenses for offices and showroom leases totaled $
Interest
expenses on finance leases totaled $
| Operating lease | Finance lease | |||||||||||
| payments* | payments | Total | ||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||
| Twelve months ending June 30, 2025 | $ | $ | $ | |||||||||
| Twelve months ending June 30, 2026 | ||||||||||||
| Total lease payments | ||||||||||||
| Less: discount | ( | ) | ( | ) | ( | ) | ||||||
| Present value of lease liabilities | $ | $ | $ | |||||||||
| * |
19. COMMITMENTS AND CONTINGENCIES
Contingencies
In measuring the credit risk of guarantee services to automobile purchasers, the Company primarily reflects the “probability of default” by the automobile purchasers on its contractual obligations and considers the current financial position of the automobile purchasers and its likely future development.
The Company manages the credit risk of automobile purchasers by performing preliminary credit checks of each automobile purchaser and ongoing monitoring every month. By using the current credit loss model, management is of the opinion that the Company is bearing the credit risk to repay the principal and interests to the financial institutions if automobile purchasers’ default on their payments for more than three months. Management also periodically re-evaluates probability of default of automobile purchasers to make adjustments in the allowance, when necessary, as the Company is the guarantor of the loans.
27
SENMIAO TECHNOLOGY LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Purchase commitments
On September
23, 2022, the Company entered into a purchase contract with an automobile dealer to purchase a total of
Contingent liabilities for automobile purchasers
Historically,
most of the automobile purchasers would pay the Company their previous defaulted amounts within one to three months. In December 2019,
a novel strain of coronavirus, or COVID-19, surfaced and it has spread rapidly to many parts of China and other parts of the world, including
the United States. The epidemic has resulted in quarantines, travel restrictions, and the temporary closure of stores and facilities in
China and elsewhere. Because substantially all of the Company’s operations are conducted in China, the COVID-19 outbreak has materially
and adversely affected the Company’s business operations, financial condition and operating results for 2021 and 2022, including
but not limited to decrease in revenues, slower collection of accounts receivable and additional allowance for credit losses. Some of
the Company’s customers exited the ride-hailing business and rendered their automobiles to the Company for sublease or sale to generate
income or proceeds to cover payments owed to financial institutions and the Company. For
the three months ended June 30, 2024 and 2023, the Company recognized an estimated provision loss of approximately $
Contingent liability of Jinkailong
Despite
that the Company holds
20. SEGMENT INFORMATION
The Company presents segment information after elimination of inter-company transactions. In general, revenue, cost of revenue and operating expenses are directly attributable, or are allocated, to each segment. The Company allocates costs and expenses that are not directly attributable to a specific segment, such as those that support infrastructure across different segments, to different segments mainly on the basis of usage, revenue or headcount, depending on the nature of the relevant costs and expenses. The Company does not allocate assets to its segments as the CODM does not evaluate the performance of segments using asset information.
By assessing
the qualitative and quantitative criteria established by Accounting Standards Codification (“ASC”) 280, “Segment Reporting”,
the Company considers itself to be operating in
| For the Three Months Ended June 30, 2024 | ||||||||||||||||
| Automobile | ||||||||||||||||
| Transaction and | Online ride-hailing | |||||||||||||||
| Related | platform | |||||||||||||||
| Services | Services | Unallocated | Consolidated | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Interest income | $ | $ | $ | $ | ||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | ||||||||||||
| Loss from operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Loss before income taxes | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Capital expenditure | $ | $ | $ | $ | ||||||||||||
28
SENMIAO TECHNOLOGY LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| For the Three Months Ended June 30, 2023 | ||||||||||||||||
| Automobile | ||||||||||||||||
| Transaction and | Online ride-hailing | |||||||||||||||
| Related | platform | |||||||||||||||
| Services | Services | Unallocated | Consolidated | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Interest income | $ | $ | $ | $ | ||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | ||||||||||||
| Loss from operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Loss before income taxes | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Capital expenditure | $ | $ | $ | $ | ||||||||||||
The accounting principles for the Company’s revenue by segment are set out in Note 3(e).
As
of June 30, 2024, the Company’s total assets were comprised of $
As of March
31, 2024, the Company’s total assets were comprised of $
As substantially all of the Company’s long-lived assets are located in the PRC and substantially all of the Company’s revenue is derived from within the PRC, no geographical information is presented.
22. SUBSEQUENT EVENTS
On August 8, 2024, Sichuan Senmiao, XXTX, a third party named Jiangsu Yuelaiyuexing Technology Co., Ltd. (“Yuelai”), and certain other parties thereto, entered into an acquisition agreement with debt assumption takeover (“Acquisition Agreement”). Pursuant to the Acquisition Agreement, Yuelai shall acquire all of the equity interests the XXTX at a total purchase price of zero, while taking over certain liabilities of XXTX as defined in the Acquisition Agreement. The copy of the Acquisition Agreement is filed herewith as Exhibit 10.1 and incorporated herein by reference.
29
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our results of operations and financial condition should be read together with our unaudited condensed consolidated financial statements and the notes thereto, which are included elsewhere in this Report and our Annual Report on Form 10-K for the year ended March 31, 2024 (the “Annual Report”) filed with the SEC. Our unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Overview
We are a provider of automobile transaction and related services, connecting consumers, who are mostly existing and prospective ride-hailing drivers affiliated with different operators of online ride-hailing platforms in the People’s Republic of China (“PRC” or “China”). We provide automobile transaction and related services through our wholly owned subsidiary, Chengdu Corenel Technology Limited, a PRC limited liability company (“Corenel”), and our majority owned subsidiaries, Chengdu Jiekai Technology Ltd. (“Jiekai”), and Hunan Ruixi Financial Leasing Co., Ltd. (“Hunan Ruixi”), a PRC limited liability company. Since October 2020, we also operate an online ride-hailing platform through Hunan Xixingtianxia Technology Co., Ltd. (“XXTX”), a wholly-owned subsidiary of Sichuan Senmiao Zecheng Business Consulting Co., Ltd., our wholly-owned subsidiary (“Senmiao Consulting”). Our platform enables qualified ride-hailing drivers to provide application-based transportation services mainly in Chengdu, Changsha and other 20 cities in China. Substantially all of our operations are conducted in China.
Our Automobile Transactions and Related Services
Our Automobile Transaction and Related Services are mainly comprised of (i) automobile operating lease where we provide car rental services to individual customers to meet their personal needs with lease term no more than twelve months (the “Auto Operating Leasing”); (ii) monthly services where we provide management and related services to Partner Platforms and other companies and earn commission from them (the “Auto Commissions”); (iii) automobile financing where we provide our customers with auto finance solutions through financing leases (the “Auto Financing”); (iv) service fees from new energy vehicles (“NEVs”) leasing, automobile purchase services where we charge NEVs lessees or automobile purchasers for a series of the services provided to them throughout the leasing or purchase process based on the chosen product solutions, such as ride-hailing driver training, assisting with a series of administrative procedures and other consulting services (the “NEVs and Purchase Services”); and (v) automobile sales (the “Auto Sales”) and other supporting services provided to online ride-hailing drivers, including auto management and guarantee services (the “Auto Management and Guarantee Services”). We started our facilitation and supporting services in November 2018, the sale of automobiles in January 2019, and financial and operating leasing in March 2019, respectively.
Since November 22, 2018, the acquisition date of Hunan Ruixi, and as of June 30, 2024, we have facilitated financing for an aggregate of 312 automobiles with a total value of approximately $5.3 million, sold an aggregate of 1,516 automobiles with a total value of approximately $14.5 million and delivered 1,892 automobiles under operating leases and 178 automobiles under financing leases to customers, the vast majority of whom are online ride-hailing drivers.
The table below provides a breakdown of the number of vehicles sold or delivered under different leasing arrangements or managed/guaranteed by us and corresponding revenue generated for the three months ended June 30, 2024 and 2023:
| For the Three Months Ended | ||||||||||||||||
| June 30, | ||||||||||||||||
| 2024 | 2023 | |||||||||||||||
| Number of | Number of | |||||||||||||||
| Vehicles | Revenue* | Vehicles | Revenue* | |||||||||||||
| Auto Operating Leasing | >640 | $ | 756,000 | >1,000 | $ | 1,056,000 | ||||||||||
| Auto Commissions | — | $ | 26,000 | — | $ | 51,000 | ||||||||||
| Auto Financing | 50 | $ | 22,000 | 44 | $ | 14,000 | ||||||||||
| Other Services | >600 | $ | 75,000 | >530 | $ | 68,000 | ||||||||||
During the three months ended June 30, 2024, our Auto Operating Leasing, Auto Commissions, Auto Financing and other services income accounted for approximately 86.0%, 3.0%, 2.5%, and 8.5% of our total revenue from our automobile transactions and related services, respectively, while our Auto Operating Leasing, Auto Commissions, Auto Financing, Auto Sales, and other services income accounted for approximately 88.8%, 4.3%, 1.1%, 0.4% and 5.4% for the three months ended June 30, 2023, respectively.
30
Our Ride-Hailing Platform Services
As part of our goal to provide an all-round solution for online ride-hailing drivers as well as to increase our competitive power in an increasingly competitive online ride-hailing industry and to take advantage of the market potential, in October 2020, we began operating our own online ride-hailing platform in Chengdu. The platform (called Xixingtianxia) was owned and operated by XXTX, of which Senmiao Consulting acquired the 100% equity interest pursuant to a series of investment and supplementary agreements. As of the filing date of this Report, Senmiao Consulting has made accumulated capital contribution of RMB40.3 million (approximately $5.55 million) to XXTX.
XXTX operates Xixingtianxia and holds a national online reservation taxi operating license. The platform is presently servicing online ride-hailing drivers in 22 cities in China, including Chengdu, Changsha and so on, providing the drivers in these cities with a platform to view and take customer orders for rides. We currently collaborate with Gaode Map, a well-known aggregation platform in China on our ride-hailing platform services. Under our collaboration, when a rider uses the platform to search for taxi/ride-hailing services on the aggregation platform, the platform provides such rider a number of online ride-hailing platforms for selection, including ours and if our platform is selected by the rider, the order will then be distributed to registered drivers on our platform for viewing and acceptance. The rider may also simultaneously select multiple online ride-hailing platforms in which case, the aggregation platform will distribute the requests to different online ride-hailing platforms which they cooperate with, based on the number of available drivers using the platform in a certain area and these drivers’ historical performance, among other things. XXTX generates revenue from providing services to online ride-hailing drivers to assist them in providing transportation services to the riders looking for taxi/ride-hailing services. XXTX earns commissions for each completed order as the difference between an upfront quoted fare and the amount earned by a driver based on actual time and distance for the ride charged to the rider. XXTX settles its commissions with the aggregation platforms on a weekly basis. Since December 2023, in order to improve the efficiency of XXTX’s daily operation and profitability, XXTX has engaged Anhui Lianma Technology Co., Ltd. (“Anhui Lianma”), a third-party to co-operate the online ride-hailing platform by outsourcing certain daily operation work to Anhui Lianma in most of cities it operates platform in XXTX and Anhui Lianma will jointly share the operational profits, with the specific calculation method being defined in the cooperation agreement.
Meanwhile, in order to strengthen our market position in certain cities, during the three months ended June 30, 2024, our subsidiaries, Hunan Ruixi and Jiekai, cooperated with other online ride-hailing platforms (“Partner Platforms”), such as Hunan DiDi Technology Co., Ltd., Chengdu Anma Zhixing Technology Co., Ltd., Sichuan Peitu Kuaixing Technology Co., Ltd. and Chongqing Yiqizhao Technology Co., Ltd. Chengdu Branch, whereby the online ride-hailing requests and orders shall be completed on Partner Platforms utilizing the network of cars and drivers of us while Hunan Ruixi and Jiekai earned rental income from drivers and earned commissions from Partner Platforms.
During the three months ended June 30, 2024, approximately 0.4 million rides with gross fare of approximately $1.3 million were completed through Xixingtianxia and the platform had an average of approximately 2,300 ride-hailing drivers completed rides and earned income through Xixingtianxia (the “Active Drivers”) each month. During the three months ended June 30, 2024, we earned online ride-hailing platform service fees of approximately $0.2 million, after netting off approximately $24,000 incentives paid to Active Drivers.
During the three months ended June 30, 2023, approximately 1.7 million rides with gross fare of approximately $5.3 million were completed through Xixingtianxia and the platform had an average of over 6,200 Active Drivers each month. During the three months ended June 30, 2023, we earned online ride-hailing platform service fees of approximately $0.9 million, netting off approximately $0.1 million incentives paid to Active Drivers.
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Key Factors and Risks Affecting Results of Operations
Ability to Increase Our Automobile Lessee and Active Driver Base
Our revenue growth has been largely driven by the expansion of our automobile lessee base and the corresponding revenue generated from operating and financial leasing, as well as the number of completed online ride-hailing orders on our platform, which largely depends on the number of Active Drivers who complete ride-hailing transactions on our platform. We acquire customers for our Automobile Transaction and Related Services, as well as for our Online Ride-hailing Platform Services, through the network of third-party sales teams, referral from online ride-hailing platforms and our own efforts including online advertising and billboard advertising. We also send out fliers and participate in trade shows to advertise our services. We plan to maintain the number of our Active Drivers by marketing our platform to our existing and prospective automobile lessees in the cities we now operate in. We expect the expansion of our Active Driver base to promote the growth of our automobile rental business because we offer automobile rental solutions/incentives specifically targeted at drivers using our platform and the Partner Platforms. An effective cross-selling strategies between our automobile leasing business and Online Ride-hailing Platform Services business is important to our expansion and revenue growth. We also plan to strengthen our marketing efforts through the collaboration with certain automobile dealers and through our own team by employing more experienced staff, sharing market resources with our equity investee company, and improving the quality and variety of our services. As of June 30, 2024, we had 5 employees in our own sales department.
Management of Automobile Rentals
Due to the fierce competition of online ride-hailing industry in those cities we operate in, we have witnessed a high turn-over rate on the short-term car rentals during the three months ended June 30, 2024. To meet the demand in Chengdu and Changsha, we have purchased and leased automobiles from third parties for our operating lease. The daily management and timely maintenance of leased automobiles will have a significant effect on the growth of our income from leasing automobiles in the next twelve months. The effective management of our automobiles through our proprietary system and experienced auto-management team could provide in-time delivery and qualified automobiles to potential lessees, either for personal use or providing online ride-hailing services. As of June 30, 2024, for parking and management of automobiles for operating lease, we had one parking lot, an exhibition hall and 3 employees in Changsha, and we also share the parking lot with our equity investee company, Jinkailong in Chengdu. During the three months ended June 30, 2024 and 2023, the average utilization of the automobiles for operating lease was approximately 90.4% and 79.8%, respectively.
Our Service Offerings and Pricing
The growth of our revenue depends on our ability to improve existing solutions and services provided, continue identifying evolving business needs, refine our collaborations with business partners and provide value-added services to our customers. The attraction of new automobile leases depends on our leasing solutions with attractive rental price and flexible leasing terms. We have also adopted a series of pricing formulas to adopt the market changes, considering the historical and future expenditure, remaining available leasing months and market price to determine our rental price for varied rental solutions. Furthermore, our product designs affect the type of automobile leases we attract, which in turn affect our financial performance. The attraction of new Active Drivers depends on the comprehensive income they could earn from our own or cooperated platform, which is mainly affected by the number of orders distributed to them through our platform and the amount of the incentives paid to them from platforms. Our revenue growth also depends on our abilities to effectively price our services, which enables us to attract more customers and improve our profit margin.
Ability to Retain Key Business Cooperators
Historically, we have set up a series of strategy and business relationships with certain affiliates of some famous and leading companies of NEVs manufacturers, online ride-hailing platforms, local NEVs leasing companies, and travel service providers to develop our Automobile Transaction and Related Services and Online Ride-hailing Platform Services. We earned commission or services fee from them, purchased and leased automobiles for our business at a favorable price. The close relationships have provided us with the necessary capacity to support the development of our online ride-hailing platform and leasing business. To retain these valuable cooperators and continuously explore opportunities to collaborate with them in more areas is important to us to have considerable resources to support the exploration and expansion of our business into new cities.
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Ability to Collect Receivables on a Timely Basis
For receivables from Auto Operating Leasing, we usually settle the rental income with each online ride-hailing driver monthly based on the product solutions they chose. In accordance with the development of the operating lease business, our Partner Platforms, such as Gaode, agree to temporarily “lock-up” the fares of the rides which Active Drivers earn from the platform to ensure the timely collection of its rental receivables from those Active Drivers. As of June 30, 2024, we had accounts receivable of operating lease of approximately $12,000 in total. Besides, during the three months ended June 30, 2024, we settled our commissions with the Partner Platforms for our online ride-hailing platform services and automobile rental income on a monthly basis. As of June 30, 2024, we had accounts receivable of online ride-hailing service fees of approximately $8,000 in total. We used to advance the purchase price of automobiles and all service expenses when we provide related services to the purchasers. We collect the receivables due from automobile purchasers from their monthly installment payments during the relevant affiliation periods. As of June 30, 2024, we had accounts receivable of approximately $2,000 and advanced payments of approximately $3,000 due from the historical automobile purchasers.
The efficiency of collection of the monthly and weekly payments has a material impact on our daily operation. Our risk and asset management department has set up a series of procedures to monitor the collection from drivers. Our business department has also set up a stable and close relationship with cooperated platform to ensure the timely collection of commissions. The accounts receivable and advance payments may increase our liquidity risk. We have used the majority of the proceeds from our equity offerings and plan to seek equity and/or debt financings to pay for the expenditure related to the automobile purchase. To pay for the expenditure in advance will enhance the stability of our daily operation and lower the liquidity risk, and attract more customers.
Ability to Manage Defaults and Potential Guarantee Liability Effectively
We manage the credit risk arising from the default of automobile purchasers and lessees by performing credit checks on each automobile purchaser or lessee based on the credit reports from People’s Bank of China and third-party credit rating companies, and personal information including residence, ethnicity group, driving history and involvement in legal proceeding. Our risk department continuously monitors the payment by each purchaser and sends them payment reminders. We also keep monitoring the daily gross fare earned by the online ride-hailing drivers, who are our majority customers and run their business through our online ride-hailing platform during the three months ended June 30, 2024. We do this so that we can evaluate their financial conditions and provide them with assistance including the transfer of automobile to a new driver if they are no longer interested in providing ride-hailing services or are unable to earn enough income to make monthly lease/loan payments.
Further, the automobiles subject to our financing leases are not collateralized by us. As of June 30, 2024, the total value of non-collateralized automobiles was approximately $255,000. We believe our risk exposure of financing leasing is immaterial as we have experienced limited default cases and we are able to re-lease those automobiles to drivers under financing leases.
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Ability to Cut down the Loss from Ride-Hailing Platform Services
The growth of our online ride-hailing platform depends in part on our ability to cost-effectively attract and retain online ride-hailing drivers who satisfy our screening criteria and procedures, and to increase their utilization of our platform. However, to attract and retain qualified drivers, we have, among other things, offered incentives for drivers, which would adversely affecting the liquidity and financial performance. Our Ride-Hailing Platform Services has suffered accumulated loss during the past years. Due to the fierce competition of online ride-hailing industry in Chengdu and Changsha, and in order to improve the efficiency of the daily operation and profitability of our platform, we have engaged Anhui Lianma to co-operate the online ride-hailing platform by outsourcing certain daily operation work to it in most of cities our platform operates in Since December 2023. We also reduced the incentives paid to the drivers and had witnessed both the number of Active Drivers on our platform and the total number of the completed orders decreased accordingly. However, both the revenue and the operation loss of the Ride-Hailing Platform Services decreased.
If we could not maintain the scale of the online ride-hailing drivers who use our platform which may cause we could not generate sufficient revenue and we may have a larger cash outflow in our daily operations in the next twelve months. Our cash flow situation may worsen if the economy in China does not improve as expected.
Meanwhile, pursuant to the cooperation agreement signed with Didi Chuxing Technology Co., Ltd. (“Didi”) for our Automobile Transaction and Related Services, we may be penalized by Didi, or our partnership with Didi may be terminated as we now operate a business competitive with Didi. However, the service fees we earned from Didi for automobile transaction and related services currently represent less than 0.1% of our total revenue. Therefore, we believe that the risk of termination of cooperation with Didi on automobile transaction and related services will not have a material influence on our business or results of operations.
Ability to Compete Effectively
Our business and results of operations depend on our ability to compete effectively. Overall, our competitive position may be affected by, among other things, our service quality and our ability to price our solutions and services competitively. We will set up and continuously optimize our own business system to improve our service quality and user experience. Our competitors may have more resources than we do, including financial, technological, marketing and others and may be able to devote greater resources to the development and promotion of their services. We will need to continue to introduce new or enhance existing solutions and services to continue to attract automobile dealers, financial institutions, car buyers, lessees, ride-hailing drivers and other industry participants. Whether and how quickly we can do so will have a significant impact on the growth of our business.
Market Opportunity and Government Regulations in China
The demand for our services depends on overall market conditions of the online ride-hailing industry in China. The continuous growth of the urban population places increasing pressure on the urban transportation and the improvement of living standards has increased the market demand for quality travel in China. Traditional taxi service is limited, and the emerging online platforms have created good opportunities for the development of the online ride-hailing service market. The market value is expected to increase from RMB354.7 billion in 2024 to RMB751.3 billion in 2028, owing to rising consumer demand for economical mobility options and an amplified penetration of shared mobility services, especially in lower-tier cities. According to the 53th Statistical report on Internet Development in China published in March 2024 by the China Internet Network Information Center (the “CNNIC”), the number of online ride-hailing service users had reached 528 million by the end of December 2023, and took approximately 48.3% of the total number of Chinese internet users. In addition, in recent years, aggregation platforms have gained rising significance in the shared mobility industry. According to Frost & Sullivan, the portion of ride hailing orders fulfilled through aggregation platforms increased from 3.5% in 2018 to 30.0% in 2023, and is expected to further increase to 49.0% by 2028. The online ride-hailing industry is also facing increasing competition in China and is attracting more capital investment. For example, Dida Inc., Chenqi Technology Limited and CaoCao Inc. have filed their prospectuses to the Stock Exchange of Hong Kong Limited in March 2024 and April 2024, respectively.
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However, the participants in the online ride-hailing industry are facing increasingly fierce competitions. According to the Ministry of Transportation (the “MOT”) of the People’s Republic of China, as of June 30, 2024, approximately 354 online ride-hailing platforms have obtained booking taxi operating licenses and the total volume of online ride-hailing orders was approximately 971 million in June 2024 in China, representing an increase of approximately 11% and 27% as compared with the ones as of June 30, 2023, respectively. Meanwhile, approximately 3.01 million online booking taxi transportation certificates and approximately 7.13 million online booking taxi driver’s licenses were issued nationwide in China, representing an increase of approximately 24% and 23% as compared with the ones as of June 30, 2023, respectively. Since 2023, the municipal transportation bureaus in a series of cities in China have released operational dynamics and risk warnings for the online ride-hailing industry, stating that the online ride-hailing market has become saturated. They remind enterprises and practitioners who intend to engage in online ride-hailing services should have a detailed understanding of relevant regulations, conduct market research, fully consider changes in operating income due to factors such as supply and demand, market conditions, fluctuations or continuous declines, objectively evaluate the actual income level of industry practitioners, and make rational and prudent career choices.
The online ride-hailing industry may also be affected by, among other factors, the general economic conditions in China. The interest rates and unemployment rates may affect the demand of ride-hailing services and automobile purchasers’ willingness to seek credit from financial institutions. Adverse economic conditions could also reduce the average income of individual and intensify the competition between platforms. The platforms may spend more incentives and increase promotion activities to attract more riders and maintain sufficient online ride-hailing drivers to provide transportation services to riders. Should any of those negative situations occur, the volume and value of the automobile transactions we service will decline, and our revenue and financial condition will be negatively impacted.
In order to manage the rapidly growing ride-hailing service market and control relevant risks, on July 27, 2016, seven ministries and commissions in China, including the MOT, jointly promulgated the “Interim Measures for the Administration of Online Taxi Booking Business Operations and Services” (“Interim Measures”) and amended it on December 28, 2019 and November 30, 2022, which legalizes online ride-hailing services such as XXTX and requires the online ride-hailing services to meet the requirements set out by the measures and obtain taxi-booking service licenses and take full responsibility of the ride services to ensure the safety of riders.
On November 5, 2016, the Municipal Communications Commission of Chengdu City and a number of municipal departments jointly issued the “Implementation Rules for the Administration of Online Booking Taxi Management Services for Chengdu”, which was abolished and replaced by the updated version issued on July 26, 2021. On August 10, 2017, the Transportation Commission of Chengdu further issued the guidelines on compliance requirements for online ride-hailing businesses, including Working Process for the Online Appointment of Taxi Drivers Qualification Examination and Issuance and Online Appointment Taxi Transportation Certificate Issuance Process. On November 28, 2016, Guangzhou Municipal People’s Government promulgated Interim Measures for the Management of Online Ride Hailing Operation and Service in Guangzhou, as amended on November 14, 2019. According to these regulations and guidelines, three licenses /certificates are required for operating the online ride-hailing business in Chengdu and Guangzhou: (1) the ride-hailing service platform such as XXTX should obtain the online booking taxi operating license; (2) the automobiles used for online ride-hailing should obtain the online booking taxi transportation certificate (“automobile certificate”); (3) the drivers should obtain the online booking taxi driver’s license (“driver’s license”). Besides, all the new cars used for online ride-hailing in Chengdu should be NEVs since July 2021.
On July 23, 2018, the General Office of Changsha Municipal People’s Government issued the “Detailed Rules for the Administration of Online Booking Taxi Management Services for Changsha.” On June 12, 2019, the Municipal Communications Commission of Changsha City further issued “Transfer and Registration Procedures of Changsha Online Booking of Taxi.” According to the regulations and guidelines, to operate a ride-hailing business in Changsha requires similar licenses in Chengdu, except those automobiles used for online ride-hailing services are required to meet certain standards, including that the sales price (including taxes) is over RMB120,000 (approximately $17,000). In practice, Hunan Ruixi is also required to employ a safety administrator for every 50 automobiles used for online ride-hailing services and submit daily operation information of these automobiles such as traffic violation to the Transport Management Office of the Municipal Communications Commission of Changsha City every month. On November 28, 2016, Guangzhou Municipal People’s Government also promulgated Interim Measures for the Management of Online Ride Hailing Operation and Service in Guangzhou, as amended on November 14, 2019.
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In addition to the national online reservation taxi operating license, XXTX and its subsidiaries also obtained the online reservation taxi operating license in 29 cities, including Chengdu, Changsha, Tianjin, six cities in Jiangsu Province, five cities in Sichuan Province, three cities in Guizhou Province, and 12 cities in other 10 provinces from June 2020 to October 2023, to operate the online ride-hailing platform services.
However, approximately 32% of our ride-hailing drivers have not obtained the driver’s license for online ride-hailing services as of June 30, 2024 while all of the cars used for online ride-hailing services which we provided management services have the automobile certificate. Without requisite automobile certificate or driver’s license, these drivers may be suspended from providing ride-hailing services, confiscated their illegal income and subject to fines of up to 10 times of their illegal income. Starting in December 2019, Didi began to enforce such limitation on drivers in Chengdu who have a driver’s license but operate automobiles without the automobile certificate. Meanwhile, during the three months ended June 30, 2024, Gaode conducted several rounds of compliance checks in Chengdu and other cities. Gaode reduced the number of orders dispatched to XXTX platform as it found certain drivers who provide their online ride-hailing services through our platform without obtaining the driver’s licenses during the check. Accordingly, we have strengthened the drivers’ qualification check, and the decrease in the number of drivers without licenses further resulted to the decrease in the number of orders completed through XXTX platform. Thus, our revenue from online ride-hailing platform services decreased during the three months ended June 30, 2024 as compared with last year.
Furthermore, according to the Interim Measures, no enterprise or individual is allowed to provide information for conducting online ride-hailing services to unqualified vehicles and drivers. Pursuant to the Interim Measures, XXTX and its subsidiaries may be fined between RMB5,000 to RMB30,000 ($688 to $4,128) for violations of the Interim Measures, including providing online ride-hailing platform services to unqualified drivers or vehicles. During the three months ended June 30, 2024, we have been fined by approximately $3,000 by Traffic Management Bureaus in Changsha. If we are deemed in serious violation of the Interim Measures, our Online Ride-hailing Platform Services may be suspended and the relevant licenses may be revoked by certain government authorities.
We are in the process of assisting the drivers to obtain the required certificate and license both for our Automobile Transaction and Related Services and our Online Ride-hailing Platform Services. However, there is no guarantee that all of the drivers who run their online ride-hailing business through our platform would be able to obtain all the certificates and licenses. Our business and results of operations shall be materially and adversely affected if our affiliated drivers are suspended from providing ride-hailing services or imposed substantial fines or if we are found to be in serious violation of the Interim Measures due to the drivers’ failure to obtain requite licenses and/or automobile certificates in connection with providing services through our platform.
The Chinese government has exercised and continued to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. For example, the Chinese cybersecurity regulator announced on July 2, 2021 that it had begun an investigation of Didi and two days later ordered that the company’s app be removed from smartphone app stores. We believe that our current operations are in compliance with the laws and regulations of the Chinese cybersecurity regulator. However, the Company’s operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to its business or industry.
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Results of Operations for the three months ended June 30, 2024 Compared to the three months ended June 30, 2023
| For the Three Months Ended | ||||||||||||
| June 30, | ||||||||||||
| 2024 | 2023 | Change | ||||||||||
| (unaudited) | (unaudited) | |||||||||||
| Revenues | $ | 1,122,400 | $ | 2,094,714 | $ | (972,314 | ) | |||||
| Cost of revenues | (801,865 | ) | (1,512,774 | ) | 710,909 | |||||||
| Gross profit | 320,535 | 581,940 | (261,405 | ) | ||||||||
| Operating expenses | ||||||||||||
| Selling, general and administrative expenses | (940,268 | ) | (1,243,289 | ) | 303,021 | |||||||
| Provision for credit losses | (173,441 | ) | (127,073 | ) | (46,368 | ) | ||||||
| Total operating expenses | (1,113,709 | ) | (1,370,362 | ) | 256,653 | |||||||
| Loss from operations | (793,174 | ) | (788,422 | ) | (4,752 | ) | ||||||
| Other income, net | 47,656 | 72,149 | (24,493 | ) | ||||||||
| Interest expense | (5,860 | ) | (525 | ) | (5,335 | ) | ||||||
| Interest expense on finance leases | (5,088 | ) | (8,722 | ) | 3,634 | |||||||
| Change in fair value of derivative liabilities | (8,287 | ) | 304,173 | (312,460 | ) | |||||||
| Loss before income taxes | (764,753 | ) | (421,347 | ) | (343,406 | ) | ||||||
| Income tax benefit | 1,935 | — | 1,935 | |||||||||
| Net loss | $ | (762,818 | ) | $ | (421,347 | ) | $ | (341,471 | ) | |||
Revenues
We started generating revenue from Automobile Transaction and Related Services from our acquisition of Hunan Ruixi on November 22, 2018 and revenue from online ride-hailing platform services from our acquisition of XXTX on October 23, 2020, respectively.
Revenue for the three months ended June 30, 2024 decreased by $972,314, or approximately 46%, as compared with the three months ended June 30, 2023. The decrease was mainly due to the decrease of $662,215 of revenues from online ride-hailing platform services resulted from the decrease in orders caused by the market competition, and the decrease of $300,079 of operating lease revenues from automobile rentals resulted from the decrease number of the automobiles for operating lease.
As we focus on our automobile rental business currently, we expect revenue from our automobile rental to continuously account for a majority of our revenues. We plan to provide a series of product solutions to sustain and further increase the number of our automobiles for operating leases.
The following table sets forth the breakdown of revenues by revenue source for the three months ended June 30, 2024 and 2023:
| For the Three Months Ended | ||||||||
| June 30, | ||||||||
| 2024 | 2023 | |||||||
| (unaudited) | (unaudited) | |||||||
| Revenue from automobile transactions and related services | $ | 879,009 | $ | 1,189,108 | ||||
| - Operating lease revenues from automobile rentals | 756,315 | 1,056,394 | ||||||
| - Monthly services commissions | 26,254 | 50,590 | ||||||
| - Financing revenues | 22,176 | 13,600 | ||||||
| - Service fees from NEVs leasing | 22,094 | 20,271 | ||||||
| - Service fees from automobile purchase services | 21,738 | 12,232 | ||||||
| - Revenues from sales of automobiles | — | 5,044 | ||||||
| - Other service fees | 30,432 | 30,977 | ||||||
| Revenue from online ride-hailing platform services | 243,391 | 905,606 | ||||||
| Total Revenue | $ | 1,122,400 | $ | 2,094,714 | ||||
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Revenue from Automobile Transactions and Related Services
Revenue from our automobile transaction and related services mainly includes operating lease revenues from automobile rentals, monthly services commissions, financing revenues, service fees from NEVs leasing, service fees from automobile purchase services, and other services fees, which accounted for approximately 86.0%, 3.0%, 2.5%, 2.5%, 2.5%, and 3.5%, respectively, of the total revenue from automobile transaction and related services during the three months ended June 30, 2024. Meanwhile, operating lease revenues from automobile rentals, monthly services commissions, financing revenues, service fees from NEVs leasing, service fees from automobile purchase services, sales revenue of automobiles and other services fees, which accounted for approximately 88.8%, 4.3%, 1.1%, 1.7%, 1.0%, 0.4% and 2.7%, respectively, of the total revenue from automobile transaction and related services during the three months ended June 30, 2023.
Operating lease revenues from automobile rentals
We generate revenues from leasing our own automobiles, sub-leasing automobiles leased from third-parties or rendered by online ride-hailing drivers with their authorization for a lease term of no more than twelve months. The decrease of rental income of $300,079 or approximately 28.4% during the three months ended June 30, 2024 was mainly due to the decrease in the number of the automobiles leased for operating lease. We leased approximately 640 automobiles with an average monthly rental income of approximately $413 per automobile, resulting in a rental income of $756,315, including rental income of $5,243 from Jinkailong, for the three months ended June 30, 2024. While we leased over 1,000 automobiles with an average monthly rental income of approximately $491 per automobile, resulting in a rental income of $1,056,394, including rental income of $13,748 from Jinkailong, for the three months ended June 30, 2023.
Monthly services commissions
We generated revenues of $26,254 and $50,590 from the monthly management and related services provided to our Partner Platforms and other companies during the three months ended June 30, 2024 and 2023, respectively. The decrease of $24,336 or approximately 48.1% was due to decrease in the number of the automobiles and drivers we served, who ran their business through the Partner Platforms.
Financing revenues
We started our financial leasing business in March 2019 and began to generate interest income from providing financial leasing services to ride-hailing drivers in April 2019. We also charge the customers of our automobile financing facilitation services interest on their monthly payments which cover purchase price of automobile and our services fees and facilitation fees for terms of 36 or 48 months. We recognized a total interest income of $22,176 from an average monthly number of 38 automobiles and $13,600 from an average monthly number of 41 automobiles during the three months ended June 30, 2024 and 2023, respectively. The increase was due to the monthly payment we charged to customers for financial leasing increased during the three months ended June 30, 2024.
Service fees from NEVs leasing
We generated revenues of $22,094 and $20,271 from leasing NEVs by charging leases service fees during the three months ended June 30, 2024 and 2023, respectively. The amount of services fees for NEVs leasing is based on its product solutions.
Service fees from automobile purchase services
We generate revenues from providing a series of automobile purchase services throughout the automobile purchase transaction process, including sales-type lease. We had revenue from 16 automobiles purchase transaction during the three months ended June 30, 2024 while we had revenue from 5 automobile purchase services during the three months ended June 30, 2023. As a result, the related service fees generated increased $9,506 from $12,232 during the three months ended June 30, 2023 to $21,738 during the three months ended June 30, 2024.
Sales of automobiles
We had no income from sales of automobiles during the three months ended June 30, 2024. Meanwhile, we sold one used automobile with income of $5,044 during the three months ended June 30, 2023.
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Other Service fees
We generate other revenues from other miscellaneous service fees charged to our customers. Other services fees mainly include the maintenance fees charged to our customers pursuant to certain new production solutions.
Revenue from online ride-hailing platform services
We generate revenue from providing services to online ride-hailing drivers to assist them in providing transportation service to the riders though our platform and earn commissions for each completed order equal to the difference between an upfront quoted fare and the amount earned by a driver based on actual time and distance for the ride charged to the rider since October 2020. During the three months ended June 30, 2024, approximately 0.4 million rides with gross fare of approximately $1.3 million were completed through our Xixingtianxia platform and we earned online ride-hailing platform service fees of $243,391, after netting off approximately $24,000 incentives paid to Active Drivers.
During the three months ended June 30, 2023, approximately 1.7 million rides with gross fare of approximately $5.3 million were completed through our Xixingtianxia platform and we earned online ride-hailing platform service fees of $905,606, after netting off approximately $0.1 million incentives paid to Active Drivers. The decrease was mainly due to fewer completed orders as a result of increased competition and we have shrunk our investment in the Online Ride-hailing Platform Services.
Cost of Revenues
Cost of revenues represents (1) the amortization of ROUs, depreciation and rental cost of automobiles, daily maintenance and insurance expense of automobiles which related to our Auto Operating Leasing of $626,039; and (2) technical service charges, insurance and other expenses related to our Online Ride-Hailing Platform Services of $175,826. Cost of revenues decreased by $710,909 or approximately 47% during the three months ended June 30, 2024 as compared with the same period in 2023, mainly due to the decrease of $283,472 in costs of automobiles under operating leases due to the decrease in the number of the automobiles leased for operating lease in the three months ended June 30, 2024, decrease of $420,897 in direct expense and technical service fees of online ride-hailing platform services due to the decrease in the number of completed orders, and the decrease of $6,540 in costs of our Auto Sales. During the three months ended June 30, 2024 and 2023, the costs of automobiles under operating leases with amount of $1,627 and $210,179, respectively, was from a related party.
Gross Profit
We had gross profit of $320,535 and $581,940, respectively, during the three months ended June 30, 2024 and 2023. The decrease of $261,405 was mainly due to the decrease in profit from online ride-hailing platform services. The following table sets forth the breakdown of gross profit (loss) by major revenue source for the three months ended June 30, 2024 and 2023:
| For the Three Months Ended | ||||||||
| June 30, | ||||||||
| 2024 | 2023 | |||||||
| (unaudited) | (unaudited) | |||||||
| - Auto Operating Leasing | $ | 130,276 | $ | 146,883 | ||||
| - Other Automobile transaction and related Services | 122,694 | 127,670 | ||||||
| - Auto Sales | — | (1,496 | ) | |||||
| - Online Ride-Hailing Platform Services | 67,565 | 308,883 | ||||||
| Total Gross Profit | $ | 320,535 | $ | 581,940 | ||||
We had a gross profit of $67,565 in our online ride-hailing platform services during the three months ended June 30, 2024, which decreased by $241,318 from a gross profit of $308,883 in the three months ended June 30, 2023. The decrease was attributable to the decrease of gross fare of rides completed through our Xixingtianxia platform from approximately $5.3 million for the three months ended June 30, 2023 to approximately $1.3 million for the three months ended June 30, 2024, respectively. As the gross margin of the revenues from our Auto Business increased during the three months ended June 30, 2024, our overall gross profit margin of slightly increased to approximately 28.6% from approximately 27.8% during the three months ended June 30, 2023.
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Selling, General and Administrative Expenses
Selling, general and administrative expenses primarily consist of salary and employee benefits, office rental expense, travel expenses, and other costs. Selling, general and administrative expenses decreased from $1,243,289 for the three months ended June 30, 2023 to $940,268 for the three months ended June 30, 2024, representing a decrease of $303,021, or approximately 24.4%. The decrease was attributable to our continuous control on costs and streamline expenses during the three months ended June 30, 2024. The decrease mainly consists of (1) a decrease of $184,677 in salary and employee benefits as the average monthly number of our employees decreased from 116 to 67; and (2) a decrease of $117,963 in entertainment, advertising and promotion as we cut down market promotion expenditure in accordance with the market change in the three months ended June 30, 2024.
Provision for credit losses
We re-evaluated the possibility of collection of unsettled balances from customers/suppliers of our automobile transactions and related services, and provided provision for credit losses of $173,441 and $127,073 against receivables from Jinkailong for the three months ended June 30, 2024 and 2023, respectively.
Other income, net
For the three months ended June 30, 2024, we had other income, net of $47,656, which primarily consist of the (1) penalty income of approximately $32,000 from the customers; (2) income of approximately $3,000 from the disposal of our own vehicles used for operating leases; and (3) the miscellaneous income of approximately $13,000. For the three months ended June 30, 2023, we had other income, net of $72,149, which primarily consist of the (1) income of approximately $23,000 from the disposal of our right-of-use assets and our own vehicles used for operating leases; (2) penalty income of approximately $23,000 from the customers; and (3) the miscellaneous income of approximately $26,000.
Interest Expense and Interest Expense on Finance Leases
Interest expense for the three months ended June 30, 2024 was resulted from the borrowings of XXTX from a financial institution for its working capital turnover.
Interest expense on finance leases for the three months ended June 30, 2024 and 2023 was $5,088 and $8,722, respectively, representing the interest expense accrued under financing leases for the leased automobiles Corenel leased from a third-party company, and the leased automobiles rendered to us for sublease or sale by the online ride-hailing drivers who exited the ride-hailing business.
Change in Fair Value of Derivative Liabilities
Warrants issued in our registered direct offerings that took place in September 2019, February 2021 and May 2021, and the August 2020 underwritten public offering, and the November 2021 private placement were classified as liabilities under the caption “Derivative Liabilities” in the consolidated balance sheet and recorded at estimated fair value at each reporting date, computed using the Black-Scholes valuation model. The change in fair value of derivative liabilities for the three months ended June 30, 2024 was a loss of $8,287 in total. The following table sets forth the breakdown of the gain (loss) in fair value of derivative liabilities for the three months ended June 30, 2024 and 2023:
| For the Three Months Ended | ||||||||
| June 30, | ||||||||
| 2024 | 2023 | |||||||
| (unaudited) | (unaudited) | |||||||
| - June 2019 registered direct offering | $ | — | $ | 6 | ||||
| - August 2020 underwritten public offering | 425 | 5,681 | ||||||
| - February 2021 registered direct offering | 451 | 7,784 | ||||||
| - May 2021 registered direct offering | 1,437 | 110,333 | ||||||
| - November 2021 private placement | (10,600 | ) | 180,369 | |||||
| Total Change in Fair Value of Derivative Liabilities | $ | (8,287 | ) | $ | 304,173 | |||
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Income Tax Benefit
Generally, our subsidiaries are subject to enterprise income tax on their taxable income in China at a rate of 25%. The enterprise income tax is calculated based on the entity’s global income as determined under PRC tax laws and accounting standards. For three months ended June 30, 2024, we had deferred tax benefit of $1,935 resulted from deferred tax, while all the subsidiaries in China suffered losses for the three months ended June 30, 2024 and 2023.
Net loss
As a result of the foregoing, net loss for the three months ended June 30, 2024 was $762,818, representing an increase of $341,471 from net loss of $421,347 for the three months ended June 30, 2023.
Liquidity and Going Concern
We have financed our operations primarily through proceeds from our equity offerings, stockholder loans, commercial debt and cash flow from operations.
We had cash and cash equivalents of $748,869 as of June 30, 2024 as compared to $792,299 as of March 31, 2024. We primarily hold our excess unrestricted cash in short-term interest-bearing bank accounts at financial institutions.
Our business is capital intensive. We have considered whether there is substantial doubt about our ability to continue as a going concern due to (1) the net loss of approximately $0.8 million for the three months ended June 30, 2024; (2) accumulated deficit of approximately $42.1 million as of June 30, 2024; (3) the working capital deficit of approximately $3.3 million as of June 30, 2024; and (4) a purchase commitment of approximately $0.9 million for 100 automobiles. As of the filing date of this Report, we have entered into a purchase contract with an automobile dealer to purchase a total of 100 automobiles in the amount of approximately $1.5 million, of which, approximately $0.6 million has been remitted as purchase prepayments. The remaining purchase commitment of approximately $0.9 million shall be remitted in installment to be completed before March 31, 2025.
We do not believe that the proceeds from our public offerings and our anticipated cash flows would be sufficient to meet our anticipated working capital requirements and capital expenditures in the ordinary course of business for the next 12 months from the filing date of this Report. We have determined there is substantial doubt about our ability to continue as a going concern. If we are unable to generate significant revenue, we may be required to cease or curtail our operations. We are trying to alleviate the going concern risk through the following sources:
| ● | equity financing to support our working capital; |
| ● | other available sources of financing (including debt) from PRC banks and other financial institutions; and |
| ● | financial support and credit guarantee commitments from our related parties. |
Based on the above considerations, we are of the opinion that we will probably not have sufficient funds to meet our working capital requirements and debt obligations as they become due one year from the filing date of this Report, if we are unable to obtain additional financing. However, there is no assurance that we will be successful in implementing the foregoing plans or that additional capitals will be available to us on commercially reasonable terms, or at all. There are a number of factors that could potentially arise that could undermine our plans, such as (i) changes in the demand for our services, (ii) PRC government policies, (iii) economic conditions in China and worldwide, (iv) competitive pricing in the automobile transaction and related service and ride-hailing industries, (v) changes in our relationships with key business partners, (vi) that financial institutions in China may not able to provide continued financial support to our customers, and (vii) the perception of PRC-based companies in the U.S. capital markets. Our inability to secure needed financing when required could require material changes to our business plans and could have a material adverse effect on our viability and results of operations.
| For the Three Months Ended | ||||||||
| June 30, | ||||||||
| 2024 | 2023 | |||||||
| (unaudited) | (unaudited) | |||||||
| Net Cash Provided by Operating Activities | $ | 16,762 | $ | 204,866 | ||||
| Net Cash Provided by (Used in) Investing Activities | 7,250 | (330,066 | ) | |||||
| Net Cash Used in Financing Activities | (53,707 | ) | (247,322 | ) | ||||
| Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash | (13,484 | ) | (63,773 | ) | ||||
| Cash, Cash Equivalents and Restricted Cash at Beginning of the Period | 794,636 | 1,610,090 | ||||||
| Cash, Cash Equivalents and Restricted Cash at End of the Period | $ | 751,457 | $ | 1,173,795 | ||||
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Cash Flow in Operating Activities
For the three months ended June 30, 2024 and 2023, net cash provided by operating activities was $16,762 and $204,866, respectively.
The decrease $188,104 in net cash provided by operating activities for the three months ended June 30, 2024 as compared with the three months ended June 30, 2023 was primarily attributable to (1) decrease of $240,859 in the change of accrued expenses and other liabilities (both third parties and due to a related party); (2) increase of $341,471 in net loss; and (3) decrease of $89,937 in the change of accounts payable; partially offset by (4) increase of $312,460 in change of fair value of derivative liabilities (from a gain to a loss); (5) increase of $179,503 in the change of prepayments, other receivables and other assets (both third parties and related party).
Cash Flow in Investing Activities
For the three months ended June 30, 2024, we had net cash provided by investing activities of $7,250. The majority of net cash provided by in investing activities was the proceeds from sales of the used-automobiles of $8,433, which was partially offset the purchase furniture for office purpose of $1,183.
For the three months ended June 30, 2023, we had net cash used in investing activities of $330,066. The majority of net cash used in investing activities was for purchase of automobiles for operating lease purpose of $379,658, which was partially offset by the proceeds from sales of the used-automobiles and rendered automobiles of $49,592.
Cash Flow in Financing Activities
For the three months ended June 30, 2024, we had net cash used in financing activities of $53,707, which primarily consisted of: (1) repayments to related parties and affiliates of $43,264; (2) principal payments made for finance lease liabilities of $8,985; (3) repayments of current borrowings from a financial institution of $35,512; partially offset by (4) borrowings from a related party of $20,244; and (5) repayment from a related party of $13,810.
For the three months ended June 30, 2023, we had net cash used in financing activities of $247,322, which primarily consisted of: (1) repayments to related parties and affiliates of $160,850, (2) principal payments made for finance lease liabilities of $80,667, and (3) repayments of borrowings from a financial institution of $5,805.
Off-Balance Sheet Arrangements
As of the filing date of this Report, we have the following off-balance sheet arrangements that are likely to have a future effect on our financial condition, revenues or expenses, results of operations and liquidity:
| ● | Purchase Commitments |
On September 23, 2022, we entered into a purchase contract with an automobile dealer to purchase a total of 100 automobiles for the amount of approximately $1.5 million, of which approximately $0.6 million has been remitted as purchase prepayments, and we expect to fulfill the purchase commitment before March 31, 2025.
| ● | Contingent Liabilities |
As Hunan Ruixi holds 35% of equity interest of Jinkailong and has not made any consideration towards to the investment, Hunan Ruixi will subject to the maximum amount of RMB3.5 million (approximately $482,000) of which is equivalent to 35% of liabilities in case Jinkailong is liquidated in accordance with PRC’s company registry compliance.
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Inflation
We do not believe our business and operations have been materially affected by inflation.
Critical Accounting Estimates
Our unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements and accompanying notes requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We have identified certain accounting estimates that are significant to the preparation of our financial statements. These estimates are important for an understanding of our financial condition and results of operation. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. We believe the following critical accounting estimates involve the most significant estimates and judgments used in the preparation of our financial statements.
In presenting the unaudited condensed consolidated financial statements in accordance with U.S. GAAP, management make estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgement and available information. Accordingly, actual results could differ from those estimates. On an ongoing basis, management reviews these estimates and assumptions using the currently available information. Changes in facts and circumstances may cause us to revise our estimates. we base our estimates on past experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Estimates are used when accounting for items and matters including, but not limited to the critical accounting estimates as follows.
When reading our unaudited condensed consolidated financial statements, you should consider our selection of critical accounting policies, the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions. Our critical accounting policies and practices include the following: (i) fair values of financial instruments, including derivative liabilities; (ii) accounts receivable, net; (iii) property and equipment, net; (iv) intangible assets, net; (v) revenue recognition; and (vi) leases - lessee. See Note 3—Summary of Significant Accounting Policies to our consolidated financial statements in the Annual Report for the disclosure of these accounting policies. We believe the following accounting estimates involve the most significant judgments used in the preparation of our financial statements.
| (a) | Derivative liabilities |
A contract is designated as an asset or a liability and is carried at fair value on a company’s balance sheet, with any changes in fair value recorded in a company’s results of operations. We then determine which options, warrants and embedded features require liability accounting and records the fair value as a derivative liability by using Black-Scholes model. The changes in the values of these instruments are shown in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss as “change in fair value of derivative liabilities”.
| (b) | Allowance for credit losses |
In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASC Topic 326”), which requires us to measure and recognize expected credit losses for financial assets held and not accounted for at fair value through net income. We adopted this guidance effective April 1, 2023. ASC Topic 326 introduces an approach based on expected losses to estimate the allowance for credit losses, which replaces the previous incurred loss impairment model. The adoption of this guidance did not have a material impact on our consolidated financial statements. Accounts receivable are recognized and carried at original invoiced amount less an estimated allowance for credit losses. We estimate the allowance for credit losses based on an analysis of the aging of accounts receivable, assessment of collectability, including any known or anticipated economic conditions, customer-specific circumstances, recent payment history and other relevant factors.
The balance of other receivables is unsecured and is reviewed periodically to determine whether their carrying value has become impaired. We consider the balances to be impaired if the collectability of the balances becomes doubtful. We use the individual specific valuation method to estimate the allowance for uncollectible balances. The allowance is also based on management’s best estimate of specific losses on individual exposures, as well as a provision on historical trends of collections and utilizations. Actual amounts received or utilized may differ from management’s estimate of credit worthiness and the economic environment.
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As of June 30, 2024 and March 31, 2024, the allowance for credit losses represented approximately 7.1% and 4.3% of gross accounts receivable balances, respectively. The provision is recorded against accounts receivable balances, with a corresponding charge recorded in the unaudited condensed consolidated statements of operations and comprehensive loss. Delinquent account balances are written-off against the allowance for credit losses after management has determined that the likelihood of collection is not probable. Allowance for credit losses balances amounted to $1,535 and $1,545 as of June 30, 2024 and March 31, 2024, respectively for accounts receivable. Allowance for credit losses balances amounted to $20,342 and $20,474 as of June 30, 2024 and March 31, 2024, respectively for deposits and other receivables. Allowance for credit losses balances amounted to $3,252,513 and $3,099,701 as of June 30, 2024 and March 31, 2024, respectively, for amount due from a related party.
| (c) | Leases - Lessee |
Finance and operating lease ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Since the implicit rate for our leases is not readily determinable, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that we would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term.
Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as we do not have reasonable certainty at lease inception that these options will be exercised. We generally consider the economic life of its operating lease ROU assets to be comparable to the useful life of similar owned assets. We have elected the short-term lease exception; therefore, operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less. The leases generally do not provide a residual guarantee. The finance or operating lease ROU asset also excludes lease incentives. Lease expense is recognized on a straight-line basis over the lease term for operating lease. Meanwhile, we recognize the finance leases ROU assets and interest on an amortized cost basis. The amortization of finance ROU assets is recognized on a straight-line basis as amortization expense, while the lease liability is increased to reflect interest on the liability and decreased to reflect the lease payments made during the period. Interest expense on the lease liability is determined each period during the lease term as the amount that results in a constant periodic interest rate of the automobile loans on the remaining balance of the liability.
We review the impairment of our ROU assets consistent with the approach applied for our other long-lived assets. We review the recoverability of its long-lived assets when events or changes in circumstances occur, indicating that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. We have elected to include the carrying amount of operating lease liabilities in any tested asset group and include the associated operating lease payments in the undiscounted future pre-tax cash flows.
| (d) | Impairment of long-lived assets |
Long-lived assets, including property and equipment and intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. We assess the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, we would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. For the three months ended June 30, 2024 and 2023, we did not recognize impairment for property and equipment and intangible assets.
| (e) | Valuation of deferred tax assets |
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Based on an evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended), as of June 30, 2024, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective due to the following material weaknesses in our internal control over financial reporting:
| ● | We did not have sufficient personnel with appropriate levels of accounting knowledge and experience to address complex U.S. GAAP accounting issues and to prepare and review financial statements and related disclosures under U.S. GAAP. Specifically, our control did not operate effectively to ensure the appropriate and timely analysis of and accounting for unusual and non-routine transactions and certain financial statement accounts; |
| ● | We are lacking adequate policies and procedures in internal audit function to ensure that our policies and procedures have been carried out as planned; and |
| ● | We had deficiencies in our IT general controls, regarding to the Logical Access Security, Change Management, IT Operations and Cybersecurity of our financial system and key application system, etc. |
We are improving our IT environment and daily management to ensure network and information security. In addition, we plan to address the weaknesses identified above by implementing the following measures:
| (i) | Continuously seeking and hiring additional accounting staff with comprehensive knowledge of U.S. GAAP and SEC reporting requirements; |
| (ii) | Ameliorating our internal audit to assist with assessment of Sarbanes-Oxley compliance requirements and improvement of internal controls related to financial reporting; and |
| (iii) | improving our IT environment and daily management. |
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting that occurred during the quarter ended June 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 6. Exhibits.
| 10.1 | English Translation of Acquisition Agreement on with Debt Assumption Takeover of Hunan Xixingtianxia Technology Co., Ltd. | |
| 31.1 | Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2 | Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1 | Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Dated: August 14, 2024 | Senmiao Technology Limited | ||
| By: | /s/ Xi Wen | ||
| Name: | Xi Wen | ||
| Title: | Chief Executive Officer | ||
| (Principal Executive Officer) | |||
| Dated: August 14, 2024 | By: | /s/ Xiaoyuan Zhang | |
| Name: | Xiaoyuan Zhang | ||
| Title: | Chief Financial Officer | ||
| (Principal Financial Officer and Principal Accounting Officer) | |||
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