|
2020
|
2019
|
ASSETS
|
|
|
Current
assets:
|
|
|
Cash
|
$1,466,831
|
$49,660
|
Restricted
cash
|
2,049,056
|
6,676,622
|
Accounts
receivable, net
|
9,407,960
|
8,482,707
|
Inventory
|
21,360,441
|
57,381,281
|
Prepaid expense and
other current assets
|
3,446,225
|
1,210,474
|
Total current
assets
|
37,730,513
|
73,800,744
|
|
|
|
Property and
equipment, net
|
6,521,446
|
6,427,674
|
Right-of-use
assets
|
5,689,637
|
6,040,287
|
Goodwill
|
26,886,563
|
26,886,563
|
Other
assets
|
151,076
|
237,823
|
Total
assets
|
$76,979,235
|
$113,393,091
|
|
|
|
LIABILITIES AND
STOCKHOLDERS'
EQUITY
|
|
|
|
|
|
Current
liabilities:
|
|
|
Accounts payable
and accrued liabilities
|
$12,707,448
|
$12,421,094
|
Accrued interest
payable
|
1,485,854
|
749,305
|
Current portion of
convertible debt, net
|
562,502
|
1,363,590
|
Current portion of
long-term debt
|
20,688,651
|
59,160,970
|
Total current
liabilities
|
35,444,455
|
73,694,959
|
|
|
|
Long -term
liabilities:
|
|
|
Notes
payable
|
4,691,181
|
1,924,733
|
Convertible debt,
net
|
27,166,019
|
20,136,229
|
Derivative
liabilities
|
16,694
|
27,500
|
Operating
lease liabilities and other long-term liabilities
|
5,090,221
|
4,722,101
|
Total long-term
liabilities
|
36,526,615
|
26,810,563
|
Total
liabilities
|
71,408,570
|
100,505,522
|
|
|
|
|
|
|
|
|
|
Stockholders'
equity:
|
|
|
Class B Preferred stock, $0.001 par value,
10,000,000 shares authorized, no shares issued and outstanding as of December 31,
2020 and 2019, respectively
|
-
|
-
|
Common A stock,
$0.001 par value, 50,000 shares authorized, 50,000 shares issued
and outstanding as of December 31, 2020 and 2019,
respectively
|
50
|
50
|
Common B stock, $0.001 par value, 4,950,000
shares authorized, 2,191,633 and 1,111,681 shares issued and outstanding as of
December 31, 2020 and 2019, respectively
|
2,192
|
1,112
|
Additional paid in
capital
|
108,949,204
|
92,268,213
|
Accumulated
deficit
|
(104,380,781)
|
(79,381,806)
|
Total
stockholders'
equity
|
4,570,665
|
12,887,569
|
|
|
|
Total liabilities
and stockholders'
equity
|
$76,979,235
|
$113,393,091
|
|
2020
|
2019
|
Revenue:
|
|
|
Pre-owned Vehicle
Sales:
|
|
|
Powersports
|
$46,653,668
|
$101,008,976
|
Automotive
|
337,084,959
|
717,042,511
|
Transportation and
vehicle logistics
|
31,816,157
|
22,577,860
|
Other
|
872,459
|
-
|
Total
revenue
|
416,427,243
|
840,629,347
|
|
|
|
Cost of
revenue:
|
|
|
Powersports
|
40,060,571
|
88,673,515
|
Automotive
|
308,800,631
|
685,313,894
|
Transportation and
vehicle logistics
|
24,200,229
|
16,023,962
|
Cost of revenue
before impairment loss
|
373,061,431
|
790,011,371
|
Impairment loss on
automotive inventory
|
11,738,413
|
-
|
Total cost of
revenue
|
384,799,844
|
790,011,371
|
|
|
|
Gross
profit
|
31,627,399
|
50,617,976
|
|
|
|
Selling, general
and administrative
|
53,659,348
|
86,624,249
|
|
|
|
Insurance recovery
proceeds
|
(5,615,268)
|
-
|
|
|
|
Depreciation and
amortization
|
2,142,939
|
1,786,426
|
|
|
|
Operating
loss
|
(18,559,620)
|
(37,792,699)
|
|
|
|
Interest
expense
|
(6,638,325)
|
(7,187,604)
|
Decrease in
derivative liability
|
10,806
|
1,302,500
|
Gain (loss) on
early extinguishment of debt
|
188,164
|
(1,499,250)
|
Net loss before
provision for income taxes
|
(24,998,975)
|
(45,177,053)
|
|
|
|
Benefit for income
taxes
|
-
|
-
|
|
|
|
Net
loss
|
$(24,998,975)
|
$(45,177,053)
|
|
|
|
Weighted average
number of common shares outstanding - basic and fully
diluted
|
2,184,441
|
1,114,714
|
|
|
|
Net loss per share
- basic and fully diluted
|
$(11.44)
|
$(40.53)
|
|
2020
|
2019
|
CASH FLOWS FROM
OPERATING ACTIVITIES
|
|
|
Net
loss
|
$(24,998,975)
|
$(45,177,053)
|
Adjustments to
reconcile net loss to net cash used in operating
activities:
|
|
|
Depreciation and
amortization
|
2,142,939
|
1,786,426
|
Amortization of
debt discount
|
2,027,046
|
1,664,000
|
Bad debt
expense
|
310,721
|
1,123,739
|
Stock based
compensation expense
|
2,978,236
|
3,836,518
|
Impairment loss on
inventory
|
11,738,413
|
-
|
Impairment loss on
property and equipment
|
177,626
|
-
|
(Gain) from change
in value of derivative liability
|
(10,806)
|
(1,302,500)
|
Loss from
extinguishment of debt
|
(188,164)
|
1,499,250
|
Goodwill
impairment
|
-
|
1,850,000
|
Changes in
operating assets and liabilities:
|
|
|
Decrease (increase)
in accounts receivable
|
(1,235,974)
|
2,037,023
|
(Increase) decrease
in inventory
|
24,282,427
|
(2,327,754)
|
(Increase) in
prepaid expenses and other current assets
|
(2,235,751)
|
(113,529)
|
(Increase) decrease
in other assets
|
86,747
|
(135,645)
|
Increase in other
liabilities
|
720,067
|
-
|
(Decrease) increase
in accounts payable and accrued liabilities
|
152,126
|
(5,031,073)
|
Increase in accrued
interest payable
|
1,196,549
|
543,268
|
Net cash provided
by (used in) operating activities
|
17,143,227
|
(39,747,330)
|
|
|
|
CASH FLOWS FROM
INVESTING ACTIVITIES
|
|
|
Net cash used for
acquisitions
|
-
|
(835,000)
|
Proceeds from sales
of property and equipment
|
38,436
|
169,268
|
Technology
development
|
(2,145,055)
|
(3,085,743)
|
Purchase of
property and equipment
|
(174,786)
|
(119,748)
|
Net cash used in
investing activities
|
(2,281,405)
|
(3,871,223)
|
|
|
|
CASH FLOWS FROM
FINANCING ACTIVITIES
|
|
|
Proceeds from notes
payable and convertible debt
|
8,272,375
|
27,455,537
|
Repayments for
notes payable
|
(1,767,758)
|
(10,857,500)
|
Net proceeds from
(payments on) lines of credit
|
(40,533,759)
|
2,788,469
|
Proceeds from PPP
Loan
|
5,176,845
|
-
|
Proceeds from sale
of common stock
|
10,780,080
|
15,173,427
|
Net cash provided
by (used in) financing activities
|
(18,072,217)
|
34,559,933
|
|
|
|
NET CHANGE IN
CASH
|
(3,210,395)
|
(9,058,620)
|
|
|
|
CASH AND RESTRICTED
CASH AT BEGINNING OF PERIOD
|
6,726,282
|
15,784,902
|
|
|
|
CASH AND RESTRICTED
CASH AT END OF PERIOD
|
$3,515,887
|
$6,726,282
|
|
2020
|
2019
|
Net
loss
|
$(24,998,975)
|
$(45,177,053)
|
Add
back:
|
|
|
Interest expense
(including debt extinguishment)
|
6,450,161
|
8,686,854
|
Depreciation and
amortization
|
2,142,939
|
1,786,426
|
EBITDA
|
(16,405,875)
|
(34,703,773)
|
Adjustments
|
|
|
Goodwill
impairment
|
|
1,850,000
|
Impairment loss on
automotive inventory
|
11,738,413
|
-
|
Impairment loss on
plant & equipment
|
177,626
|
-
|
Insurance recovery
proceeds
|
(5,615,268)
|
-
|
Non-cash
stock-based compensation
|
2,978,236
|
3,836,518
|
Change in
derivative liability
|
(10,806)
|
(1,302,500)
|
Litigation
expenses
|
1,295,717
|
61,446
|
Severance
|
-
|
1,079,438
|
New business
development
|
-
|
1,224,523
|
Other Non-recurring
costs
|
51,387
|
1,578,220
|
Adjusted
EBITDA
|
$(5,790,570)
|
$(26,376,128)
|