株探米国株
日本語 英語
エドガーで原本を確認する
0001711012 false China 0001711012 2022-07-14 2022-07-14 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 14, 2022

 

SENMIAO TECHNOLOGY LIMITED
(Exact name of registrant as specified in its charter)

 

Nevada   001-38426   35-2600898
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

16F, Shihao Square, Middle Jiannan Blvd.

High-Tech Zone, Chengdu

Sichuan, People’s Republic of China

 

 

610000

(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: +86 28 61554399

 

Not Applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001 per share   AIHS   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

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. ¨

 

 

 


 

Item 2.02. Results of Operations and Financial Condition.

 

On July 14, 2022, Senmiao Technology Limited, a Nevada corporation, issued a press release announcing certain financial results for the fiscal year ended March 31, 2022. A copy of the press release is attached hereto as Exhibit 99.1.

 

This information under this Item 2.02 and the press release attached to this Form 8-K as Exhibit 99.1 shall be deemed to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
No.
  Description
     
99.1   Press Release dated July 14, 2022

 

 


 

SIGNATURE

 

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 hereunto duly authorized.

 

Dated: July 14, 2022 SENMIAO TECHNOLOGY LIMITED
   
  By: /s/ Xi Wen
  Name: Xi Wen
  Title: Chief Executive Officer

 

 

 

EX-99.1 2 tm2221084d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

 

 

Senmiao Technology Reports Fiscal 2022 Year-end Financial Results

 

CHENGDU, China, July 14, 2022 -- Senmiao Technology Limited (“Senmiao” or the “Company”) (Nasdaq: AIHS), a financing and servicing company focused on the online ride-hailing industry in China, as well as an operator of its own online ride-hailing platform, today announced financial results for the fiscal year ended March 31, 2022.

 

Please note that the following financial results reflect the deconsolidation of the financial figures of Senmiao’s former variable interest entities (“VIEs”) Sichuan Senmiao Ronglian Technology Co., Ltd. (“Sichuan Senmiao”), Sichuan Jinkailong Automobile Leasing Co., Ltd. (”Jinkailong”) and Chengdu Youlu Technology Ltd. (”Youlu”), as of March 31, 2022. Jinkailong’s and Youlu’s business results have now been classified as discontinued operations but were previously classified under Automobile Transaction and Related Services.

 

Fiscal 2022 Financial and Operating Highlights

Total revenues of $4.9 million from continuing operations, a 124.5% increase from $2.2 million in the prior fiscal year

From October 23, 2020, the date Senmiao launched its online ride-hailing platform, to March 31, 2022, approximately 20 million rides were completed through the platform (including orders completed on the platform operated by Senmiao and orders completed on partner platforms, such as Meituan) with fares paid by riders totaling $63.3 million.

Net loss from continuing operations of $5.6 million, compared to $7.5 million in the prior fiscal year

 

Management Commentary

Xi Wen, Chairman, Chief Executive Officer and President of Senmiao, stated, “Despite ongoing challenges presented by the pandemic environment in China, we are pleased with the significant growth we have achieved in our automobile transaction and related service and online ride-hailing platform services businesses, which drove our impressive top line results for fiscal year 2022. With our equity investee company, we leased a total of over 2,300 vehicles in fiscal 2022, compared to 1,200 in fiscal 2021, which resulted in a 666% year-over-year increase in rental income. We believe our continuous efforts in shifting our business focus to these new lines of business have begun to exhibit remarkable results, and we are optimistic about their future growth potential, which will continue to fuel top line growth for Senmiao as we continue to explore new regional markets. As of March 31, 2022, our platform has helped facilitate approximately 17 million rides since launch, with an additional 3 million rides completed on our partners’ platforms. Our ride-hailing services are now available in 20+ cities throughout China.”

 

 


 

 

 

Mr. Wen continued, “During fiscal year 2022, Senmiao strengthened our partnership base, establishing and expanding upon relationships with companies that possess a significant national presence and the resources to help us enter new local regions. This has enabled us to significantly grow our main businesses. We believe we are in a strong position to continue growing our online ride-hailing platform, which we anticipate will have a positive impact on our auto rental business as our replicable model of offering a flexible automobile rental option has been well received by our online ride-hailing drivers. With that in mind, Senmiao plans to provide a series of product solutions to increase the number of our automobiles for operating leases. We will remain focused on becoming a leading financing and servicing company and a significant player in the online ride-hailing market in China.”

 

Financial Review

 

Revenues

Total revenues from continuing operations were $4.9 million for the year ended March 31, 2022, a 124.5% increase from $2.2 million in the prior fiscal year. This increase was largely due to increased contributions from operating lease revenues from automobile rentals and online ride-hailing platform services.

 

During the year ended March 31, 2022, Senmiao continued to shift its business focus to automobile rental options for ride-hailing drivers while developing its online ride-hailing platform services business. As a result, the automobile rental business generated operating lease revenues of $1.7 million for the year ended March 31, 2022, compared to $0.2 million in the prior fiscal year, due to a significant increase in the number of automobiles leased. The online ride-hailing platform services business generated revenues of $2.7 million, a 195.1% increase from $0.9 million in the prior fiscal year.

 

Cost of Revenues

Cost of revenues from continuing operations increased to $6.5 million for the year ended March 31, 2022, from $2.0 million in the prior fiscal year, primarily due to increased expenses related to costs of automobiles under operating leases and direct expense and technical service fees related to Senmiao’s online ride-hailing platform.

 

Gross Loss (Profit)

Gross loss from continuing operations was $1.6 million for the year ended March 31, 2022, compared to gross profit from continuing operations of $0.2 million in the prior fiscal year, due to the significant increase in cost of revenues as a result of the rapid expansion of the Company’s automobile leasing and online ride-hailing platform services businesses. Senmiao leased and sub-leased approximately 400 automobiles to online ride-haling drivers through its former VIE Jinkailong during the year ended March 31, 2022. Rental income of approximately $1.3 million from Jinkailong was eliminated in the consolidated financial statements while sub-leasing income from these automobiles of approximately $1.8 million was recorded in loss of discontinued operations.

 

 


 

 

 

Selling, General and Administrative Expenses

Selling, general and administrative expenses for continuing operations increased to $9.5 million for the year ended March 31, 2022, compared to $5.9 million in the prior fiscal year. The increase was primarily due to increased salary and employee benefit expenses as a result of hiring additional staff, increased office rental expense and charges, and increase in advertising and promotion expenses related to the online ride-hailing platform.

 

Net Loss

Net loss from continuing operations for the year ended March 31, 2022, was $5.6 million, compared to $7.5 million in the prior fiscal year. The year-over-year improvement was primarily due to an $8.7 million increase in the fair value change of derivative liabilities related to warrants issued in the Company’s previous offerings, offset by the increase in the loss from operations of $5.6 million.

 

Loss per Share

Loss per share for continuing operations was approximately $1.66 based on a weighted average number of basic and diluted common stock of 5.7 million, compared to approximately $1.65 based on a weighted average number of basic and diluted common stock of 3.9 million.

 

On April 5, 2022, Senmiao announced a 1-for-10 reverse stock split with trading to begin on a split-adjusted basis at the market open on April 6, 2022. Weighted average number of basic and diluted common stock numbers noted herein were given retroactive effect to account for the 1-for-10 reverse stock split.

 

Results from Discontinued Operations

For the year ended March 31, 2022, results from discontinued operations (primarily from Senmiao’s former VIE Jinkailong as noted above) and the gain from their deconsolidation are as follows:

 

    For the year ended March 31,  
    2022     2021  
Revenues   $ 6,830,116     $ 3,978,847  
Cost of revenues   $ (5,183,806 )   $ (3,985,413 )
Gross profit (loss)   $ 1,646,310     $ (6,566 )
Selling, general and administrative expenses   $ (4,139,800 )   $ (4,455,967 )
Loss from discontinued operations, net of applicable income taxes   $ (2,747,209 )   $ (5,187,214 )
Net gain from deconsolidation of VIEs - discontinued operations   $ 10,975,101       -  
Gain (loss) from discontinued operations   $ 8,227,892     $ (5,187,214 )

 

 


 

 

 

Financial Position

As of March 31, 2022, Senmiao had cash and cash equivalents of $1.2 million, compared to $4.3 million as of March 31, 2021, for its continuing operations. Total stockholders’ equity was $8.1 million as of March 31, 2022, compared to $5.9 million as of March 31, 2021.

 

Further information regarding Senmiao's results of operations for the fiscal year ended March 31, 2022, can be found in Senmiao's Annual Report on Form 10-K, which will be filed with the Securities and Exchange Commission today.

 

About Senmiao Technology Limited

Headquartered in Chengdu, Sichuan Province, Senmiao provides automobile transaction and related services including sales of automobiles, facilitation and services for automobile purchases and financing, management, operating leases, guarantees and other automobile transaction services, as well as operates its own ride-hailing platform aimed principally at the growing online ride-hailing market in Senmiao’s areas of operation in China. For more information about Senmiao, please visit: http://www.senmiaotech.com. Senmiao routinely provides important updates on its website.

 

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements (including those relating to the operation of Senmiao’s ride-hailing platform) are subject to significant risks, uncertainties and assumptions, including those detailed from time to time in the Senmiao’s filings with the SEC, and represent Senmiao’s views only as of the date they are made and should not be relied upon as representing Senmiao’s views as of any subsequent date. Senmiao undertakes no obligation to publicly revise any forward-looking statements to reflect changes in events or circumstances.

 

 


 

 

 

For more information, please contact:

 

At the Company:

Yiye Zhou

Email: edom333@ihongsen.com

Phone: +86 28 6155 4399

 

Investor Relations:

The Equity Group Inc. In China
Carolyne Sohn, Vice President Lucy Ma, Associate
+1 415-568-2255 +86 10 5661 7012
csohn@equityny.com lma@equityny.com

 

© 2022 Senmiao Technology Ltd. All rights reserved.

 

 


 

 

 

SENMIAO TECHNOLOGY LIMITED

CONSOLIDATED BALANCE SHEETS

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

 

    March 31,     March 31,  
    2022     2021  
ASSETS                
Current assets                
Cash, and cash equivalents   $ 1,185,221     $ 4,340,529  
Accounts receivable, net, current portion     418,022       502,031  
Inventories     286,488       127,933  
Finance lease receivables, net, current portion     314,264       541,605  
Prepayments, other receivables and other assets, net     2,713,208       2,660,083  
Due from related parties     682,335        
Current assets - discontinued operations           2,720,825  
Total current assets     5,599,538       10,893,006  
                 
Property and equipment, net                
Property and equipment, net     5,658,773       3,251,331  
Property and equipment, net - discontinued operations           454,408  
Total property and equipment, net     5,658,773       3,705,739  
                 
Other assets                
Operating lease right-of-use assets, net     109,621       233,751  
Operating lease right-of-use assets, net, related parties     515,906       580,367  
Financing lease right-of-use assets, net     305,933       577,079  
Intangible assets, net     959,551       968,131  
Goodwill           135,388  
Accounts receivable, net, non-current     69       61,943  
Finance lease receivables, net, non-current     92,980       473,472  
Due from a related party, noncurrent     6,635,746        
Other assets - discontinued operations           4,674,403  
Total other assets     8,619,806       7,704,534  
                 
Total assets   $ 19,878,117     $ 22,303,279  
                 
LIABILITIES, MEZZANINE EQUITY AND EQUITY                
Current liabilities                
Borrowings from financial institutions   $ 145,542     $  
Accounts payable     14,446       44,769  
Advances from customers     120,629       110,173  
Accrued expenses and other liabilities     2,444,367       2,873,227  
Due to related parties and affiliates     11,682       82,909  
Operating lease liabilities     50,177       109,813  
Operating lease liabilities - related parties     330,781       243,726  
Financing lease liabilities     304,557       358,135  
Derivative liabilities     2,215,204       1,278,926  
Current liabilities - discontinued operations     528,426       11,677,266  
Total current liabilities     6,165,811       16,778,944  
                 
Other liabilities                
Operating lease liabilities, non-current     47,910       95,886  
Operating lease liabilities, non-current - related parties     226,896       341,549  
Financing lease liabilities, non-current     1,376       218,944  
Deferred tax liability     46,386       44,993  
Other liabilities - discontinued operations           2,250,393  
Total other liabilities     322,568       2,951,765  

 

 


 

 

 

SENMIAO TECHNOLOGY LIMITED

CONSOLIDATED BALANCE SHEETS (CONTINUED)

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

 

   

March 31,
2022

   

March 31,
2021

 
Total liabilities   $ 6,488,379     $ 19,730,709  
                 
Commitments and contingencies                
                 
Mezzanine Equity (redeemable)                
Series A convertible preferred stock (par value $0.0001 per share, 5,000 shares authorized; 5,000 and 0 shares issued and outstanding at March 31, 2022 and 2021, respectively), net of issuance costs of $118,344     820,799        
                 
Stockholders' equity                
Common stock (par value $0.0001 per share, 10,000,000 shares authorized; 6,186,783 and 4,978,073 shares issued and outstanding at March 31, 2022 and 2021, respectively)*     630       498  
Additional paid-in capital     42,803,033       40,759,807  
Accumulated deficit     (34,601,545 )     (34,064,921 )
Accumulated other comprehensive loss     (109,454 )     (838,671 )
Total Senmiao Technology Limited stockholders' equity     8,092,664       5,856,713  
                 
Non-controlling interests     4,476,276       (3,284,143 )
                 
Total equity     12,568,939       2,572,570  
                 
Total liabilities and equity   $ 19,878,117     $ 22,303,279  

 

*Giving retroactive effect to the 1-for-10 reverse stock split effected on April 6, 2022

 

 


 

 

 

SENMIAO TECHNOLOGY LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Expressed in U.S. dollars, except for share and per share amounts)

 

    For the Year Ended
March 31,
 
    2022     2021  
Revenues   $ 4,913,102     $ 2,188,840  
Cost of revenues     (6,511,031 )     (1,984,079 )
Gross profit (loss)     (1,597,929 )     204,761  
                 
Operating expenses                
Selling, general and administrative expenses     (9,525,408 )     (5,905,579 )
Provision for doubtful accounts, net of recovery     (235,279 )     (299,658 )
Impairments of inventories     (60,398 )      
Impairments of long-lived assets and goodwill     (142,974 )     (10,953 )
Total operating expenses     (9,964,059 )     (6,216,190 )
                 
Loss from operations     (11,561,988 )     (6,011,429 )
                 
Other income (expense)                
Other income (expense), net     (107,444 )     301,269  
Interest expense     (5,893 )      
Interest expense on finance leases     (55,844 )     (46,518 )
Change in fair value of derivative liabilities     6,951,482       (1,710,415 )
Issuance cost incurred for issuing series A convertible preferred stock     (821,892 )      
Total other income (expense), net     5,960,409       (1,455,664 )
                 
Loss before income taxes     (5,601,579 )     (7,467,093 )
                 
Income tax expense     (4,566 )     (8,332 )
                 
Net loss from continuing operations     (5,606,145 )     (7,475,425 )
                 
Discontinued operations:                
Loss from discontinued operations, net of applicable income taxes     (2,747,209 )     (5,187,214 )
Net gain from deconsolidation of VIEs - discontinued operations     10,975,101        
Gain (loss) from discontinued operations     8,227,892       (5,187,214 )
                 
Net income (loss)     2,621,747       (12,662,639  
                 
Net (income) loss attributable to non-controlling interests from continuing operations     (3,872,645 )     970,019  
Net loss attributable to non-controlling interests from discontinued operations     714,274       1,332,562  
                 
Net loss attributable to stockholders   $ (536,624 )   $ (10,360,058 )
                 
Net income (loss)   $ 2,621,747     $ (12,662,639 )
                 
Other comprehensive income (loss)                
Foreign currency translation adjustment     64,470       (314,669 )
                 
Comprehensive income (loss)     2,686,217       (12,977,308 )
Less: Total comprehensive income (loss) attributable to noncontrolling interests     3,142,520       (2,286,057 )
                 
Total comprehensive loss attributable to stockholders   $ (456,303 )   $ (10,691,251 )

 

 


 

 

 

SENMIAO TECHNOLOGY LIMITED

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

(Expressed in U.S. dollars, except for share and per share amounts)

 

   

For the Year Ended
March 31,

 
    2022     2021  
Weighted average number of common stock                
Basic and diluted     5,726,997       3,943,089  
                 
Earnings (loss) per share - basic and diluted                
Continuing operations   $ (1.66 )   $ (1.65 )
Discontinued operations   $ 1.56     $ (0.98 )

 

 


 

 

 

SENMIAO TECHNOLOGY LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

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

 

    For the Year Ended
March 31,
 
    2022     2021  
Cash Flows from Operating Activities:                
Net income (loss)   $ 2,621,747     $ (12,662,639 )
Net income (loss) from discontinued operations     8,227,892       (5,187,214 )
Net loss from continuing operations     (5,606,145 )     (7,475,425 )
Adjustments to reconcile net income (loss) to net cash used in operating activities:                
Depreciation and amortization of property and equipment     956,400       85,530  
Stock based compensation expense     653,000       445,000  
Issuance cost incurred for issuing series A convertible preferred stock     821,892       -  
Amortization of right-of-use assets     955,443       398,292  
Amortization of intangible assets     160,831       107,765  
Provision for doubtful accounts, net of recovery     235,279       299,658  
Impairments of inventories     60,398       -  
Impairments of long-lived assets     142,974       10,953  
Gain on disposal of equipment     -       (425 )
Change in fair value of derivative liabilities     (6,951,482 )     1,710,415  
Change in operating assets and liabilities                
Accounts receivable     4,456       162,828  
Inventories     (260,464 )     172,626  
Prepayments, other receivables and other assets     28,254       (1,366,724 )
Finance lease receivables     634,103       348,919  
Accounts payable     (31,434 )     (6,067 )
Advances from customers     6,678       47,895  
Income tax payable     -       (168 )
Accrued expenses and other liabilities     (377,965 )     2,123,010  
Operating lease liabilities     (240,051 )     (64,701 )
Operating lease liabilities - related parties     (228,281 )     (195,519 )
Net cash used in operating activities from continuing operations     (9,036,114 )     (3,196,138 )
Net cash used in operating activities from discontinued operations     (123,167 )     (739,929 )
Net Cash used in Operating Activities     (9,159,281 )     (3,936,067 )
                 
Cash Flows from Investing Activities:                
Purchases of property and equipment     (3,223,992 )     (2,293,415 )
Purchases of intangible assets     (141,730 )     (25,347 )
Cash released upon termination of a VIE     (193 )     -  
Cash acquired from XXTX, net of cash paid to XXTX1     -       8,065  
Net cash used in investing activities from continuing operations     (3,365,915 )     (2,310,697 )
Net cash used in investing activities from discontinued operations     (111,210 )     (200,165 )
Net Cash Used in Investing Activities     (3,477,125 )     (2,510,862 )
                 
Cash Flows from Financing Activities:                
Net proceeds from issuance of common stock and warrants in a registered direct offering     5,771,053       5,743,905  
Net proceeds from issuance of common stock and warrants in an underwritten public offering     -       5,261,297  
Net proceeds from issuance of common stock upon warrants exercised     22,015       683,046  
Net proceeds from issuance of series A convertible preferred stock and warrants in a private placement offering     4,369,937       -  
Net proceeds from exercise of underwriters’ over-allotment option     -       837,000  
Borrowings from a financial institution     183,390       -  
Loan to related parties     -       (101,142 )

 

 

 

1 XXTX is the entity associated with Senmiao’s Xixingtianxia ride-hailing platform.

 

 


 

 

 

SENMIAO TECHNOLOGY LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

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

 

    For the Year Ended
March 31,
 
    2021     2020  
Repayments to related parties and affiliates     (117,761 )     (37,445 )
Repayments of current borrowings from financial institutions     (39,613 )     -  
Principal payments of finance lease liabilities     (433,611 )     (2,230,765 )
Net cash provided by financing activities from continuing operations     9,755,410       10,155,896  
Net cash provided by financing activities from discontinued operations     -       103,881  
Net Cash Provided by Financing Activities     9,755,410       10,259,777  
                 
Effect of exchange rate changes on cash and cash equivalents     (381,858 )     (208,800 )
                 
Net (decrease) increase in cash and cash equivalents     (3,262,854 )     3,604,048  
Cash and cash equivalents, beginning of year     4,448,075       844,027  
Cash and cash equivalents, end of year     1,185,221       4,448,075  
                 
Less: Cash and cash equivalents from discontinued operations     -       (107,546 )
                 
Cash and cash equivalents from continuing operations, end of year   $ 1,185,221     $ 4,340,529  
                 
Supplemental Cash Flow Information                
Cash paid for interest expense   $ 5,893     $ 45,764  
Non-cash Transaction in Investing and Financing Activities                
Recognition of right-of-use assets and lease liabilities   $ 273,555     $ 3,785,526  
Recognition of right-of-use assets and lease liabilities, related parties   $ 181,620     $ -  
Recognition of other receivables from Jinkailong upon deconsolidation   $ 7,298,208       -  
Acquisition of equipment through prepayment and financing lease   $ -     $ 941,263  
Allocation of fair value of derivative liabilities for issuance of common stock   $ 7,932,341     $ 997,193  
Allocation of fair value of derivative liabilities to additional paid in capital upon warrants exercised   $ 45,674     $ 1,771,213  
Acquisition of XXTX with payables   $ -     $ 317,835  
Acquisition of XXTX’s minority interest with issuance of common stock   $ 1,972,717     $ -