|
As of
September 30,
2020
|
As of
December 31,
2019
|
ASSETS
|
|
|
|
|
|
Current
assets:
|
|
|
Cash
|
$3,412,772
|
$49,660
|
Restricted
cash
|
5,545,892
|
6,676,622
|
Accounts
receivable, net
|
11,342,600
|
8,482,707
|
Inventory
|
11,424,094
|
57,381,281
|
Prepaid
expense and other current assets
|
2,506,910
|
1,210,474
|
Total
current assets
|
34,232,268
|
73,800,744
|
|
|
|
Property
and equipment, net
|
6,494,940
|
6,427,674
|
Right-of-use
assets
|
5,926,393
|
6,040,287
|
Goodwill
|
26,886,563
|
26,886,563
|
Other
assets
|
174,457
|
237,823
|
Total
assets
|
$73,714,621
|
$113,393,091
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
Current
liabilities:
|
|
|
Accounts
payable and other accrued liabilities
|
$10,720,627
|
$12,421,094
|
Accrued
interest payable
|
807,360
|
749,305
|
Current
portion of convertible debt
|
960,338
|
1,363,590
|
Current
portion of long-term debt
|
17,640,426
|
59,160,970
|
Total
current liabilities
|
30,128,751
|
73,694,959
|
|
|
|
Long-term
liabilities:
|
|
|
Note
payable
|
1,974,218
|
1,924,733
|
Convertible
Debt
|
26,681,826
|
20,136,229
|
Derivative
liabilities
|
20,345
|
27,500
|
Other
long-term liabilities
|
5,399,716
|
4,722,101
|
Total
long-term liabilities
|
34,076,105
|
26,810,563
|
|
|
|
Total
liabilities
|
64,204,856
|
100,505,522
|
|
|
|
Commitments
and contingencies (Notes 4, 7, 8, 9, 13, 18)
|
|
|
|
|
|
Stockholders'
equity:
|
|
|
Class
B Preferred stock, $0.001 par value, 10,000,000 shares authorized,
0 and 0 shares issued and outstanding as of September 30, 2020 and
December 31, 2019
|
-
|
-
|
Common
A stock, $0.001 par value, 50,000 shares authorized, 50,000 shares
issued and outstanding as of September 30, 2020 and December 31,
2019
|
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 September 30,
2020 and December 31, 2019
|
2,192
|
1,112
|
Additional
paid in capital
|
108,396,284
|
92,268,213
|
Accumulated
deficit
|
(98,888,761)
|
(79,381,806)
|
Total
stockholders' equity
|
9,509,765
|
12,887,569
|
|
|
|
Total liabilities
and stockholders' equity
|
$73,714,621
|
$113,393,091
|
|
Three-Months Ended September 30,
|
Nine-Months Ended September 30,
|
||
|
2020
|
2019
|
2020
|
2019
|
Revenue:
|
|
|
|
|
Pre-owned
vehicle sales:
|
|
|
|
|
Powersports
|
$7,303,131
|
$27,144,202
|
$38,641,607
|
$84,379,049
|
Automotive
|
99,315,335
|
187,108,303
|
281,242,442
|
611,871,819
|
Transportation
and vehicle logistics
|
10,440,367
|
6,058,546
|
25,191,459
|
17,417,846
|
Other
|
198,571
|
9,272
|
672,450
|
9,272
|
Total
revenue
|
117,257,404
|
220,320,323
|
345,747,958
|
713,677,986
|
|
|
|
|
|
Cost
of revenue:
|
|
|
|
|
Powersports
|
5,606,366
|
24,280,599
|
33,691,814
|
74,367,614
|
Automotive
|
86,473,154
|
179,672,614
|
257,045,834
|
585,163,984
|
Transportation
and vehicle logistics
|
8,373,829
|
4,352,585
|
19,324,621
|
12,523,281
|
Cost
of revenue before impairment loss
|
100,453,349
|
208,305,798
|
310,062,269
|
672,054,879
|
Impairment
loss on automotive inventory
|
-
|
-
|
11,738,413
|
|
Total
cost of revenue
|
100,453,349
|
208,305,798
|
321,800,682
|
672,054,879
|
|
|
|
|
|
Gross
profit
|
16,804,055
|
12,014,525
|
23,947,276
|
41,623,107
|
|
|
|
|
|
Selling,
general and administrative
|
13,279,151
|
19,010,939
|
42,509,865
|
64,458,520
|
|
|
|
|
|
Insurance
recovery proceeds
|
-
|
-
|
(5,615,268)
|
-
|
|
|
|
|
|
Depreciation
and amortization
|
536,381
|
473,670
|
1,567,697
|
1,283,333
|
|
|
|
|
|
Operating
income (loss)
|
2,988,523
|
(7,470,084)
|
(14,515,018)
|
(24,118,746)
|
|
|
|
|
|
Interest
expense
|
(1,488,090)
|
(2,031,697)
|
(5,187,256)
|
(5,351,689)
|
|
|
|
|
|
Change
in derivative liability
|
(13,518)
|
630,000
|
7,155
|
820,000
|
|
|
|
|
|
Gain
(Loss) on early extinguishment of debt
|
-
|
-
|
188,164
|
(1,499,250)
|
|
|
|
|
|
Income
(loss) before provision for income taxes
|
1,486,915
|
(8,871,781)
|
(19,506,955)
|
(30,149,685)
|
|
|
|
|
|
Benefit
for income taxes
|
-
|
-
|
-
|
-
|
|
|
|
|
|
Net
income (loss)
|
$1,486,915
|
$(8,871,781)
|
$(19,506,955)
|
$(30,149,685)
|
|
|
|
|
|
Weighted
average number of common shares outstanding - basic and fully
diluted
|
2,234,838
|
1,158,915
|
2,165,167
|
1,098,809
|
|
|
|
|
|
Net
income (loss) per share - basic and fully diluted
|
$0.67
|
$(7.66)
|
$(9.01)
|
$(27.44)
|
|
Nine-Months Ended September 30,
|
|
|
2020
|
2019
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|
|
Net
loss
|
$(19,506,955)
|
$(30,149,685)
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
|
|
Depreciation
and amortization
|
1,567,697
|
1,283,333
|
Amortization
of debt discounts
|
1,498,690
|
1,308,061
|
Share
based compensation
|
2,425,316
|
2,335,242
|
Impairment
loss on inventory
|
11,738,413
|
-
|
Impairment
loss on fixed assets
|
177,626
|
-
|
Loss
from change in value of derivatives
|
(7,155)
|
(820,000)
|
Loss
(gain) from extinguishment of debt
|
(188,164)
|
1,499,250
|
Changes
in operating assets and liabilities:
|
|
|
(Increase)
in prepaid expenses and other current assets
|
(1,296,436)
|
(261,207)
|
(Increase)
decrease in inventory
|
34,218,774
|
5,530,532
|
(Increase)
in accounts receivable
|
(2,859,892)
|
(1,564,145)
|
Decrease
in other assets
|
63,366
|
(18,403)
|
Decrease
in accounts payable and accrued liabilities
|
(1,691,839)
|
(5,824,733)
|
Increase
in accrued interest payable
|
58,055
|
888,821
|
Net
cash provided by (used in) operating activities
|
26,197,496
|
(25,792,934)
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES
|
|
|
Cash
used for acquisitions; net of cash received
|
-
|
(835,000)
|
Purchase
of property and equipment
|
(174,786)
|
-
|
Proceeds
from sales of property and equipment
|
-
|
40,620
|
Technology
development
|
(1,598,067)
|
(2,619,551)
|
Net
cash used in investing activities
|
(1,772,853)
|
(3,413,931)
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|
|
Proceeds
from notes payable and convertible debt
|
8,272,375
|
27,455,537
|
Payments
on notes payable
|
(1,713,825)
|
(11,134,695)
|
Net
repayments on lines of credit
|
(44,707,736)
|
(4,660,270)
|
Net
proceeds from sale of common stock
|
10,780,080
|
15,155,547
|
Proceeds
from PPP loan
|
5,176,845
|
-
|
Net
cash (used in) provided by financing activities
|
(22,192,261)
|
26,816,119
|
|
|
|
NET
CHANGE IN CASH
|
2,232,382
|
(2,390,746)
|
|
|
|
CASH AND RESTRICTED
CASH AT BEGINNING OF PERIOD
|
6,726,282
|
15,784,902
|
|
|
|
CASH AND RESTRICTED
CASH AT END OF PERIOD
|
$8,958,664
|
$13,394,156
|
|
Three-Months Ended
September 30,
|
Nine-Months Ended
September 30,
|
||
|
2020
|
2019
|
2020
|
2019
|
Net income (loss)
|
$1,486,915
|
$(8,871,781)
|
$(19,506,955)
|
$(30,149,685)
|
Add back:
|
|
|
|
|
Interest
expense (including debt extinguishment)
|
1,488,090
|
2,031,697
|
4,999,092
|
6,850,939
|
Depreciation
and amortization
|
536,381
|
473,670
|
1,567,697
|
1,283,333
|
EBITDA
|
3,511,386
|
(6,366,414)
|
(12,940,166)
|
(22,015,413)
|
|
|
|
|
|
Adjustments
|
|
|
|
|
Impairment
loss on automotive inventory
|
-
|
-
|
11,738,413
|
-
|
Impairment
loss on fixed assets
|
-
|
-
|
177,626
|
-
|
Insurance
recovery proceeds
|
-
|
-
|
(5,615,268)
|
-
|
Non-cash-stock-based
compensation
|
862,555
|
689,130
|
2,425,316
|
2,335,242
|
Acquisition
related costs
|
-
|
-
|
-
|
378,208
|
Change
in derivative liability
|
13,518
|
(630,000)
|
(7,155)
|
(820,000)
|
Severance
|
-
|
1,079,438
|
-
|
1,079,438
|
New
business development
|
-
|
426,885
|
-
|
1,173,928
|
Litigation
expenses
|
280,842
|
-
|
1,027,689
|
61,446
|
Other
non-reoccurring costs
|
51,387
|
48,676
|
51,387
|
1,441,603
|
Adjusted
EBITDA
|
$4,719,688
|
$(4,752,285)
|
$(3,142,158)
|
$(16,365,548)
|