EX-99.1 5 tm2211773d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

SENMIAO TECHNOLOGY LIMITED

Unaudited Pro Forma Condensed Combined Balance Sheet

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

As of December 31, 2021

	December 31, 2021			Pro Forma adjustments			December 31, 2021
	Consolidated			De-consolidate Jinkailong & Recognize receivables from Jinkailong			Pro Forma Consolidated
	(Unaudited)			(Unaudited)			(Unaudited)
				a
ASSETS
Current assets
Cash and cash equivalents	$	2,801,711		$	(115,663	)	$	2,686,048
Accounts receivable, net, current portion		794,389			(342,107	)		452,282
Inventories		211,054			(33,622	)		177,432
Finance lease receivables, net, current portion		356,504			-			356,504
Prepayments, other receivables and other assets, net		3,797,476			(1,588,442	)		2,209,034
Due from related parties		27,938			7,209,320			7,237,258
Current assets - discontinued operations		12,334			-			12,334
Total current assets		8,001,406			5,129,486			13,130,892

Property and equipment, net
Property and equipment, net		6,429,798			(291,573	)		6,138,225
Total property and equipment, net		6,429,798			(291,573	)		6,138,225

Other assets
Operating lease right-of-use assets, net		354,312			(216,132	)		138,180
Operating lease right-of-use assets, net, related parties		578,951			-			578,951
Financing lease right-of-use assets, net		2,096,466			(1,659,036	)		437,430
Intangible assets, net		939,193			-			939,193
Accounts receivable, net, noncurrent		29,275			(28,153	)		1,122
Finance lease receivables, net, noncurrent		158,163			-			158,163
Total other assets		4,156,360			(1,903,321	)		2,253,039

Total assets	$	18,587,564		$	2,934,592		$	21,522,156

LIABILITIES AND (DEFICIENCY) EQUITY
Current liabilities
Borrowings from financial institutions	$	500,363		$	(500,363	)	$	-
Accounts payable		124,052			-			124,052
Advances from customers		749,345			(637,596	)		111,749
Income tax payable		17,947			(17,947	)		-
Accrued expenses and other liabilities		6,561,161			(4,336,181	)		2,224,980
Due to related parties and affiliates		364,705			(214,868	)		149,837
Operating lease liabilities		156,769			(107,241	)		49,528
Operating lease liabilities - related parties		366,998			-			366,998
Financing lease liabilities		4,526,480			(4,104,460	)		422,020
Derivative liabilities		3,981,377			-			3,981,377
Current liabilities - discontinued operations		527,104			-			527,104
Total current liabilities		17,876,301			(9,918,656	)		7,957,645

Other liabilities
Borrowings from financial institutions, noncurrent		27,982			(21,776	)		6,206
Operating lease liabilities, non-current		179,778			(131,988	)		47,790
Operating lease liabilities, non-current - related parties		293,987			-			293,987
Financing lease liabilities, non-current		1,311,647			(1,296,238	)		15,409
Deferred tax liability		46,386			-			46,386
Total other liabilities		1,859,780			(1,450,002	)		409,778

Total liabilities		19,736,081			(11,368,658	)		8,367,423

Commitments and contingencies

Mezzanine Equity (redeemable)
Series A convertible preferred stock (par value $0.0001 per share, 5,000 shares authorized; 5,000 shares issued and outstanding at December 31, 2021), net of issuance costs of $118,344		820,799			-			820,799

Stockholders' equity (deficicency)
Common stock (par value $0.0001 per share, 100,000,000 shares authorized; 61,783,794 shares issued and outstanding at December 31, 2021)		6,178			-			6,178
Additional paid-in capital		42,430,881			-			42,430,881
Accumulated deficit		(39,738,151	)		10,343,650			(29,394,501	)
Accumulated other comprehensive income (loss)		(778,437	)		874,616			96,179
Total Senmiao Technology Limited stockholders’ equity		1,920,471			11,218,266			13,138,737

Non-controlling interests		(3,889,787	)		3,084,984			(804,803)

Total equity (deficicency)		(1,148,517	)		14,303,250			13,154,733

Total liabilities and equity (deficiency)	$	18,587,564		$	2,934,592		$	21,522,156

Note
a	Reflect the deconsolidation of the Company's VIE Sichuan Jinkailong Automobile Leasing Company ("Jinkailong") due to the VIE termation agreements between the Company's subsidary Hunan Ruixi and other shareholders of Jinkailong on December 31, 2021.

SENMIAO TECHNOLOGY LIMITED

Unaudited Pro Forma Condensed Combined Balance Sheet

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

As of March 31, 2021

	March 31, 2021			Pro Forma adjustments			March 31, 2021
	Consolidated			De-consolidate Jinkailong & Recognize receivables from Jinkailong			Pro Forma Consolidated
	(Audited)			(Unaudited)			(Unaudited)
				a
ASSETS
Current assets
Cash and cash equivalents	$	4,448,075		$	(107,547	)	$	4,340,528
Accounts receivable, net, current portion		1,437,195			(895,064	)		542,131
Inventories		127,933			-			127,933
Finance lease receivables, net, current portion		541,605			-			541,605
Prepayments, other receivables and other assets, net		3,905,278			(1,245,195	)		2,660,083
Due from related parties		39,572			6,666,539			6,706,111
Current assets - discontinued operations		393,348			-			393,348
Total current assets		10,893,006			4,418,733			15,311,739

Property and equipment, net
Property and equipment, net		3,700,147			(448,816	)		3,251,331
Property and equipment, net - discontinued operations		5,592			-			5,592
Total property and equipment, net		3,705,739			(448,816	)		3,256,923

Other assets
Operating lease right-of-use assets, net		499,221			(265,470	)		233,751
Operating lease right-of-use assets, net, related parties		580,367			-			580,367
Financing lease right-of-use assets, net		4,778,772			(4,201,693	)		577,079
Intangible assets, net		968,131			-			968,131
Goodwill		135,388			-			135,388
Accounts receivable, net, noncurrent		269,183			(207,240	)		61,943
Finance lease receivables, net, noncurrent		473,472			-			473,472
Total other assets		7,704,534			(4,674,403	)		3,030,131

Total assets	$	22,303,279		$	(704,486	)	$	21,598,793

LIABILITIES AND EQUITY
Current liabilities
Borrowings from financial institutions	$	310,662		$	(310,662	)	$	-
Accounts payable		44,769			-			44,769
Advances from customers		155,586			(45,413	)		110,173
Income tax payable		17,408			(17,408	)		-
Accrued expenses and other liabilities		6,655,591			(3,778,740	)		2,876,851
Other payable - intercompanies		-			-			-
Due to related parties and affiliates		352,827			(176,826	)		176,001
Operating lease liabilities		209,644			(99,831	)		109,813
Operating lease liabilities - related parties		243,726			-			243,726
Financing lease liabilities		5,172,943			(4,814,808	)		358,135
Derivative liabilities		1,278,926			-			1,278,926
Current liabilities - discontinued operations		2,336,862			-			2,336,862
Total current liabilities		16,778,944			(9,243,688	)		7,535,256

Other liabilities
Borrowings from financial institutions, noncurrent		44,962			(38,857	)		6,105
Operating lease liabilities, non-current		263,708			(167,822	)		95,886
Operating lease liabilities, non-current - related parties		341,549			-			341,549
Financing lease liabilities, non-current		2,256,553			(2,037,609	)		218,944
Deferred tax liability		44,993			-			44,993
Total other liabilities		2,951,765			(2,244,288	)		707,477

Total liabilities		19,730,709			(11,487,976	)		8,242,733

Commitments and contingencies

Stockholders' equity
Common stock (par value $0.0001 per share, 100,000,000 shares authorized; 49,780,725 shares issued and outstanding at March 31, 2021)		4,978			-			4,978
Additional paid-in capital		40,755,327			-			40,755,327
Accumulated deficit		(34,064,921	)		8,020,734			(26,044,187	)
Accumulated other comprehensive loss		(838,671	)		497,358			(341,313	)
Total Senmiao Technology Limited stockholders' equity		5,856,713			8,518,092			14,374,805

Non-controlling interests		(3,284,143	)		2,265,398			(1,018,745	)

Total equity		2,572,570			10,783,490			13,356,060

Total liabilities and equity	$	22,303,279		$	(704,486	)	$	21,598,793

Note
a	Reflect the deconsolidation of the Company's VIE Sichuan Jinkailong Automobile Leasing Company (“Jinkailong”) due to the VIE termation agreements between the Company's subsidary Hunan Ruixi and Jinkailong on December 31, 2021.

SENMIAO TECHNOLOGY LIMITED

Unaudited Pro Forma Condensed Combined Statement of Operations

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

For the Nine Months Ended December 31, 2021

	Consolidated			Pro Forma adjustments			Pro Forma Adjustment			Pro Forma Consolidated
	(Unaudited)			De-consolidate Jinkailong			Reverse elimination related to Jinkailong			(Unaudited)
					a			b
Revenues	$	8,249,033		$	(5,621,074	)		1,435,977		$	4,063,936
Cost of revenues		(9,339,832	)		5,210,174			(905,290	)		(5,034,948	)
Gross loss		(1,090,799	)		(410,900	)		530,687			(971,012	)

Operating expenses
Selling, general and administrative expenses		(10,429,219	)		3,262,268			(524,633	)		(7,691,584	)
Provision for doutful accounts, net of recovery		(80,410	)		(45,299	)		-			(125,709	)
Impairments of long-lived assets and goodwill		(178,125	)		35,609			-			(142,516	)
Total operating expenses		(10,687,754	)		3,252,579			(524,633	)		(7,959,808	)

Loss from operations		(11,778,553	)		2,841,679			6,054			(8,930,820	)

Other income
Other income, net		152,893			(117,378	)		328,473			363,988
Interest expense		(44,123	)		366,060			(328,473	)		(6,536	)
Interest expense on finance leases		(313,766	)		46,085			-			(267,681	)
Change in fair value of derivative liabilities		5,185,309			-			-			5,185,309
Issuance costs for issuing series A convertible preferred stock		(821,892	)		-			-			(821,892	)
Total other income, net		4,158,421			294,767			-			4,453,188

Loss before income taxes		(7,620,132	)		3,136,445			6,054			(4,477,633	)

Income tax expense		(4,550	)		-			-			(4,550	)

Net loss from continuing operations		(7,624,682	)		3,136,445			6,054			(4,482,183	)

Net loss		(7,624,682	)		3,136,445			6,054			(4,482,183	)

Net loss attributable to non-controlling interests from continuing operations		1,951,452			(811,370	)		-			1,140,082

Net loss attributable to the Company's stockholders	$	(5,673,230	)	$	2,325,076			6,054		$	(3,342,100	)

Net loss	$	(7,624,682	)	$	3,136,445			6,054		$	(4,482,183	)

Other comprehensive income (loss)
Foreign currency translation adjustment		48,458			(374,650	)		-			(326,192	)

Comprehensive loss		(7,576,224	)		2,761,795			6,054			(4,808,375	)

less: Total comprehensive loss attributable to noncontrolling interests		(1,984,990	)		908,779			-			(1,076,211	)

Total comprehensive loss attributable to stockholders	$	(5,591,234	)	$	1,853,016			6,054		$	(3,732,164	)

Weighted average number of common stock
Basic and diluted		55,792,713			55,792,713			55,792,713			55,792,713

Loss per share - basic and diluted
Continuing operations	$	(0.10	)	$	0.04			0.00		$	(0.06	)

Note
a	Reflect the deconsolidation of Jinkailong for the nine months ended December 31, 2021.
b	Reflect the reversal of intercompany transaction between Jinkailong and other entities in Senmiao Group for the nine months ended December 31, 2021 as a result of Jinkailong de-consolidation.

SENMIAO TECHNOLOGY LIMITED

Unaudited Pro Forma Condensed Combined Statement of Operations

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

For the Year Ended March 31, 2021

	Consolidated			Pro Forma adjustments			Pro Forma Adjustment			Pro Forma Consolidated
	(Audited)			De-consolidate Jinkailong			Reverse elimination related to Jinkailong			(Unaudited)
					a			b
Revenues	$	6,160,534		$	(4,406,947	)		662,400		$	2,415,987
Cost of revenues		(5,969,492	)		3,985,413			(227,148	)		(2,211,227	)
Gross profit		191,042			(421,534	)		435,252			204,760

Operating expenses
Selling, general and administrative expenses		(10,273,104	)		5,054,211			(398,776	)		(5,617,669	)
Recovery of (Provision for) doubtful accounts		28,358			(328,016	)		-			(299,658	)
Impairments of long-lived assets and goodwill		(130,839	)		60,359			-			(70,480	)
Total operating expenses		(10,375,585	)		4,786,553			(398,776	)		(5,987,808	)

Loss from operations		(10,184,543	)		4,365,019			36,476			(5,783,048	)

Other expense
Other income, net		87,888			61,909			526,877			676,674
Interest income (expense), net		(45,764	)		579,870			(526,877	)		7,229
Interest expense on finance leases		(733,202	)		149,317			-			(583,885	)
Change in fair value of derivative liabilities		(1,710,415	)		-			-			(1,710,415	)
Total other expense, net		(2,401,493	)		791,096			-			(1,610,397	)

Loss before income taxes		(12,586,036	)		5,156,115			36,476			(7,393,445	)

Income tax expense		(14,627	)		6,295			-			(8,332	)

Net loss from continuing operations		(12,600,663	)		5,162,410			36,476			(7,401,777	)

Net loss from discontinued operations, net of applicable income taxes		(61,976	)		-			-			(61,976	)

Net loss		(12,662,639	)		5,162,410			36,476			(7,463,753	)

Net loss attributable to non-controlling interests from continuing operations		2,302,581			(985,084	)		-			1,317,497

Net loss attributable to the Company's stockholders	$	(10,360,058	)	$	4,177,326			36,476		$	(6,146,256	)

Net loss	$	(12,662,639	)	$	5,162,410			36,476		$	(7,463,753	)

Other comprehensive income (loss)
Foreign currency translation adjustment		(314,669	)		595,015			-			280,346

Comprehensive loss		(12,977,308	)		5,757,425			36,476			(7,183,407	)

less: Total comprehensive income (loss) attributable to noncontrolling interests		(2,286,057	)		1,139,788			-			(1,146,269	)

Total comprehensive loss attributable to stockholders	$	(10,691,251	)	$	4,617,637			36,476		$	(6,037,138	)

Weighted average number of common stock
Basic and diluted		39,430,889			39,430,889			39,430,889			39,430,889

Loss per share - basic and diluted
Continuing operations	$	(0.26	)	$	0.11			0.00		$	(0.15	)
Discontinued operations	$	(0.00	)	$	-			-		$	-

Note
a	Reflect the deconsolidation of Jinkailong for the year ended March 31, 2021.
b	Reflect the reversal of intercompany transaction between Jinkailong and other entities in Senmiao Group for the year ended March 31, 2021 as a result of Jinkailong de-consolidation.