UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1-K
ANNUAL REPORT PURSUANT TO REGULATION A
For the fiscal year ended:
December 31, 2019
RSE COLLECTION, LLC
(Exact name of issuer as specified in its charter)
Delaware | 37-1835270 |
State of other jurisdiction of incorporation or Organization | (I.R.S. Employer Identification No.) |
250 LAFAYETTE STREET, 2nd FLOOR, NEW YORK, NY 10012
(Full mailing address of principal executive offices)
(347) 952-8058
(Issuer’s telephone number, including area code)
www.rallyrd.com
(Issuer’s website)
Series #69BM1 membership interests; Series #85FT1 membership interests; Series #88LJ1 membership interests; Series #55PS1 membership interests; Series #95BL1 membership interests; Series #89PS1 membership interests; Series #90FM1 membership interests; Series #83FB1 membership interests; Series #98DV1 membership interests; Series #93XJ1 membership interests; Series #06FS1 membership interests; Series #02AX1 membership interests; Series #99LE1 membership interests; Series #91MV1 membership interests; Series #92LD1 membership interests; Series #94DV1 membership interests; Series #00FM1 membership interests; Series #72MC1 membership interests; Series #06FG1 membership interests; Series #11BM1 membership interests; Series #80LC1 membership interests; Series #02BZ1 membership interests; Series #88BM1 membership interests; Series #63CC1 membership interests; Series #76PT1 membership interests; Series #75RA1 membership interests; Series #65AG1 membership interests; Series #93FS1 membership interests; Series #61JE1 membership interests; Series #90MM1 membership interests; Series #65FM1 membership interests; Series #88PT1 membership interests; Series #94LD1 membership interests; Series #99SS1 membership interests; Series #94FS1 membership interests; Series #61MG1 membership interests; Series #92CC1 membership interests; Series #89FT1 membership interests; Series #80PN1 membership interests; Series #89FG2 membership interests; Series #88LL1 membership interests
(Securities issued pursuant to Regulation A)
Table of Contents
Item 1. Description of Business28
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation31
Item 3. Directors, Executive Officers, and Significant Employees62
Item 4. Security Ownership of Management and Certain Security holders65
Item 5. Related Party Transactions68
Item 6. Other Significant Information69
Item 7. Financial Statements for the Fiscal Years EndED December 31, 2019 and 2018F-1
In this Annual Report, references to “we,” “us,” “our,” “RSE Collection,” or the “Company” mean RSE Collection, LLC,a Delaware series limited liability company.
THIS ANNUAL REPORT MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE.
The master series table below, referred to at times as the “Master Series Table,” shows key information related to each series. This information will be referenced in the following sections when referring to the Master Series Table.
Series / Series Name | Qualification Date | Underlying Asset | Offering Price per Interest | Minimum Offering Size | Maximum Offering Size | Agreement Type | Opening Date (1) | Closing Date (1) | Status | Sourcing Fee | Minimum Membership Interests (2) | Maximum Membership Interests (2) | Comments |
#77LE1 / Series #77LE1 |
| 1977 Lotus Esprit S1 | $38.85 | $77,700 | Upfront Purchase | 11/17/2016 | 4/13/2017 | Closed | $3,443 | 2000 | • Acquired Underlying Asset for $69,400 on 10/03/2016 | ||
#69BM1 / Series Boss Mustang | 8/10/2017 | 1969 Ford Mustang Boss 302 | $57.50 | $115,000 | Upfront Purchase | 11/20/2017 | 2/7/2018 | Closed | $2,986 | 2000 | • Acquired Underlying Asset for $102,395 on 10/31/2016 financed through a $5,000 down-payment by the Manager and a $97,395 loan from an officer of the Manager |
#85FT1 / Series Ferrari Testarossa | 9/14/2017 | 1985 Ferrari Testarossa | $82.50 | $165,000 | Upfront Purchase | 11/23/2017 | 2/15/2018 | Closed | ($17,859) | 2000 | • Acquired Underlying Asset for $172,500 on 06/01/2017 financed through a $47,500 loan from an officer of the Manager and $125,000 loan from J.J. Best Banc & Co (3rd Party Lender) | ||
#88LJ1 / Series Lamborghini Jalpa | 9/14/2017 | 1988 Lamborghini Jalpa | $67.50 | $135,000 | Upfront Purchase | 2/9/2018 | 4/12/2018 | Closed | $578 | 2000 | • Acquired Underlying Asset for $127,176 on 11/23/2016 financed through a $7,500 down-payment by the Manager and a $119,676 loan from an officer of the Manager |
#55PS1 / Series Porsche Speedster | 9/14/2017 | 1955 Porsche 356 Speedster | $212.50 | $425,000 | Purchase Option Agreement | 4/2/2018 | 6/6/2018 | Closed | ($3,357) | 2000 | • Purchase option agreement to acquire Underlying Asset for $405,000 entered on 07/01/2017 |
#95BL1 / Series BMW M3 Lightweight | 5/24/2018 | 1995 BMW E36 M3 Lightweight | $59.25 | $118,500 | Upfront Purchase | 6/1/2018 | 7/12/2018 | Closed | ($444) | 2000 | • Acquired Underlying Asset for $112,500 on 03/28/2018 financed through a $22,500 non-interest-bearing down-payment by Manager, $10,000 loan from an officer of the Manager and an $80,000 loan from J.J. Best & Company (3rd Party Lender) | ||
#89PS1 / Series Porsche 911 Speedster | 7/20/2018 | 1989 Porsche 911 Speedster | $82.50 | $165,000 | Purchase Option Agreement | 7/23/2018 | 7/31/2018 | Closed | $1,771 | 2000 | • Purchase Option Agreement to acquire Underlying Asset for $160,000 entered on 6/21/2018 |
#90FM1 / Series Ford Mustang 7-Up Edition | 7/20/2018 | 1990 Ford Mustang 7Up Edition | $8.25 | $16,500 | Purchase Option Agreement | 7/24/2018 | 7/31/2018 | Closed | $464 | 2000 | • Purchase Option Agreement to acquire Underlying Asset from the Asset Seller, an affiliate of the Company for $14,500 entered on 06/15/2018 | ||
#83FB1 / Series Ferrari 512 | 3/29/2018 | 1983 Ferrari 512 BBi | $70.00 | $350,000 | Purchase Option Agreement | 7/23/2018 | 9/5/2018 | Closed | $9,162 | 5000 | • Purchase option agreement to acquire Underlying Asset for $330,000 entered on 10/30/2017 |
#98DV1 / Series Dodge Viper GTS-R | 9/17/2018 | 1998 Dodge Viper GTS-R | $65.00 | $130,000 | Upfront Purchase | 9/27/2018 | 10/10/2018 | Closed | $2,314 | 2000 | • Acquired Underlying Asset for $120,000 on 06/28/2018 financed through a $40,000 non-interest-bearing down-payment by Manager and a $80,000 loan from an officer of the Manager | ||
#06FS1 / Series Ferrari F430 Spider | 9/17/2018 | 2006 Ferrari F430 Spider "Manual" | $39.80 | $199,000 | Purchase Option Agreement | 10/12/2018 | 10/19/2018 | Sold | $774 | 5000 | • Purchase option agreement to acquire Underlying Asset for $192,500 entered on 10/05/2018 |
#93XJ1 / Series Jaguar XJ220 | 3/29/2018 | 1993 Jaguar XJ220 | $99.00 | $495,000 | Purchase Option Agreement | 8/22/2018 | 11/6/2018 | Closed | ($7,373) | 5000 | • Purchase option agreement to acquire Underlying Asset for $460,000 entered on 12/15/2017 |
#02AX1 / Series Acura NSX-T | 11/16/2018 | 2002 Acura NSX-T | $54.00 | $108,000 | Upfront Purchase | 11/16/2018 | 11/30/2018 | Closed | $1,944 | 2000 | • Acquired Underlying Asset for $100,000 on 09/19/2018 financed through a loan from an officer of the Manager | ||
#99LE1 / Series Lotus Sport 350 | 11/16/2018 | 1999 Lotus Esprit Sport 350 | $34.75 | $69,500 | Upfront Purchase | 11/23/2018 | 12/4/2018 | Closed | $1,770 | 2000 | • Acquired Underlying Asset for $62,100 on 10/12/2018 financed through a loan from an officer of the Manager | ||
#91MV1 / Series Mitsubishi VR4 | 11/16/2018 | 1991 Mitsubishi 3000GT VR4 | $19.00 | $38,000 | Upfront Purchase | 11/28/2018 | 12/7/2018 | Closed | $600 | 2000 | • Acquired Underlying Asset for $33,950 on 10/15/2018 financed through a non-interest-bearing payment by the Manager | ||
#92LD1 / Series Lancia Martini 5 | 11/16/2018 | 1992 Lancia Delta Integrale Evo "Martini 5" | $55.00 | $165,000 | Upfront Purchase | 12/7/2018 | 12/26/2018 | Closed | $2,219 | 3000 | • Acquired Underlying Asset for $146,181 on 10/09/2018 financed through a non-interest-bearing payment from the Manager |
#94DV1 / Series Dodge Viper RT/10 | 11/16/2018 | 1994 Dodge Viper RT/10 | $28.75 | $57,500 | Purchase Option Agreement | 12/11/2018 | 12/26/2018 | Closed | $1,841 | 2000 | • Purchase option agreement to acquire Underlying Asset for $52,500 entered on 10/05/2018 | ||
#00FM1 / Series Ford Mustang Cobra R | 12/6/2018 | 2000 Ford Mustang Cobra R | $24.75 | $49,500 | Upfront Purchase | 12/21/2018 | 1/4/2019 | Sold | $862 | 2000 | • Acquired Underlying Asset for $43,000 on 10/12/2018 financed through a non-interest-bearing payment from the Manager |
#72MC1 / Series Mazda Cosmo Sport | 12/6/2018 | 1972 Mazda Cosmo Sport Series II | $62.25 | $124,500 | Purchase Option Agreement | 12/28/2018 | 1/4/2019 | Closed | $2,474 | 2000 | • Purchase Option Agreement to acquire Underlying Asset for $115,000, entered on 11/05/2018 | ||
#06FG1 / Series Ford GT | 12/6/2018 | 2006 Ford GT | $64.00 | $320,000 | Purchase Agreement | 12/14/2018 | 1/8/2019 | Closed | $3,198 | 5000 | • Purchase agreement to acquire the Underlying Asset for $309,000 entered on 10/23/2018 |
#11BM1 / Series BMW 1M | 12/6/2018 | 2011 BMW 1M | $42.00 | $84,000 | Purchase Option Agreement | 1/8/2019 | 1/25/2019 | Closed | $517 | 2000 | • Purchase option agreement to acquire Underlying Asset for $78,500 entered on 10/20/2018 | ||
#80LC1 / Series Lamborghini Countach LP400 S Turbo | 9/17/2018 | 1980 Lamborghini Countach LP400 S Turbo | $127.00 | $635,000 | Purchase Option Agreement | 1/17/2019 | 2/8/2019 | Closed | $9,216 | 5000 | • Purchase Option Agreement to acquire Underlying Asset for $610,000, entered on 08/01/2018 |
#02BZ1 / Series BMW Z8 | 12/6/2018 | 2002 BMW Z8 | $65.00 | $195,000 | Purchase Agreement | 1/6/2019 | 2/8/2019 | Closed | $2,620 | 3000 | • Purchase agreement to acquire Underlying Asset for $185,000 entered on 10/18/2018 | ||
#88BM1 / Series BMW E30 M3 | 12/6/2018 | 1988 BMW E30 M3 | $47.00 | $141,000 | Upfront Purchase | 1/11/2019 | 2/25/2019 | Closed | $226 | 3000 | • Acquired Underlying Asset for $135,000 on 11/18/2018 financed through a non-interest-bearing payment from the Manager | ||
#63CC1 / Series Corvette Split Window | 3/6/2019 | 1963 Chevrolet Corvette Split Window | $63.00 | $126,000 | Upfront Purchase | 3/8/2019 | 3/18/2019 | Closed | $1,553 | 2000 | • Acquired Underlying Asset for $120,000 on 11/21/2018 financed through a non-interest-bearing payment from the Manager |
#76PT1 / Series Porsche Turbo Carrera | 3/6/2019 | 1976 Porsche 911 Turbo Carrera | $63.30 | $189,900 | Upfront Purchase | 3/15/2019 | 3/22/2019 | Closed | $1,793 | 3000 | • Acquired the Underlying Asset for $179,065 on 12/5/2018 financed through a non-interest-bearing payment from the Manager | ||
#75RA1 / Series Renault Alpine A110 | 3/6/2019 | 1975 Renault Alpine A110 1300 | $28.00 | $84,000 | Purchase Agreement | 3/29/2019 | 4/9/2019 | Closed | $3,732 | 3000 | • Purchase agreement to acquire the Underlying Asset for $75,000 entered on 12/22/2018 | ||
#65AG1 / Series Alfa Romeo Giulia SS | 3/6/2019 | 1965 Alfa Romeo Giulia Sprint Speciale | $89.25 | $178,500 | Upfront Purchase | 4/5/2019 | 4/16/2019 | Closed | $1,903 | 2000 | • Acquired Underlying Asset for $170,000 on 11/29/2018 financed through a non-interest-bearing payment from the Manager |
#93FS1 / Series Ferrari 348TS SS | 3/6/2019 | 1993 Ferrari 348TS Serie Speciale | $68.75 | $137,500 | Purchase Option Agreement | 4/12/2019 | 4/22/2019 | Closed | $1,272 | 2000 | • Purchase option agreement to acquire the Underlying Asset for $130,000 entered on 01/14/2019 | ||
2003 Porsche 911 GT2
| Cancelled / Underlying Asset Sold Pre-Offering
| • Purchase option agreement, to acquire the Underlying Asset for $137,000, entered on 10/24/2018 |
#61JE1 / Series Jaguar E-Type | 3/6/2019 | 1961 Jaguar E-Type | $82.00 | $246,000 | Upfront Purchase | 4/19/2019 | 4/26/2019 | Closed | $3,858 | 3000 | • Acquired Underlying Asset for $235,000 on 12/22/2018 financed through a $235,000 non-interest-bearing payment from the Manager | ||
#90MM1 / Series Mazda Miata | 3/6/2019 | 1990 Mazda Miata MX-5 | $5.32 | $26,600 | Purchase Option Agreement | 4/17/2019 | 4/26/2019 | Closed | $918 | 5000 | • Purchase option agreement to acquire the Underlying Asset for $22,000 entered on 01/23/2019 |
#65FM1 / Series Mustang Fastback | 3/6/2019 | 1965 Ford Mustang 2+2 Fastback | $41.25 | $82,500 | Purchase Agreement | 5/3/2019 | 7/18/2019 | Closed | $1,966 | 2000 | • Purchase agreement to acquire Underlying Asset for $75,000 entered on 12/04/2018 | ||
#88PT1 / Series Porsche 944 Turbo S | 11/16/2018 | 1988 Porsche 944 Turbo S | $30.00 | $66,000 | Purchase Option Agreement | 5/10/2019 | 7/18/2019 | Closed | ($2,214) | 2200 | • Purchase option agreement to acquire the Underlying Asset for $59,635 entered on 04/26/2019 |
#94LD1 / Series Lamborghini Diablo Jota | 12/6/2018 | 1994 Lamborghini Diablo SE30 Jota | $119.50 | $597,500 | Purchase Agreement | 7/12/2019 | 8/6/2019 | Closed | $11,251 | 5000 | • Purchase agreement to acquire Underlying Asset for $570,000 entered on 10/09/2018 | ||
#99SS1 / Series Shelby Series 1 | 8/9/2019 | 1999 Shelby Series 1 | $137.50 | $137,500 | Upfront Purchase | 9/4/2019 | 9/11/2019 | Closed | $1,815 | 1000 | • Acquired Underlying Asset for $126,575 on 04/29/2019 financed through a non-interest-bearing payment from the Manager |
#94FS1 / Series Ferrari 348 Spider | 8/9/2019 | 1994 Ferrari 348 Spider | $72.50 | $145,000 | Purchase Agreement | 9/12/2019 | 9/17/2019 | Closed | $669 | 2000 | • Purchase option agreement to acquire the Underlying Asset for $135,399 entered on 04/26/2019 | ||
#61MG1 / Series Maserati 3500GT | 3/6/2019 | 1961 Maserati 3500GT | $68.00 | $340,000 | Purchase Agreement | 9/20/2019 | 9/30/2019 | Closed | $4,613 | 5000 | • Purchase agreement to acquire the Underlying Asset for $325,000 entered on 12/04/2018 |
#92CC1 / Series Corvette ZR1 | 8/9/2019 | 1992 Chevrolet Corvette ZR1 | $26.25 | $52,500 | Purchase Option Agreement | 9/27/2019 | 10/2/2019 | Closed | $2,875 | 2000 | • Purchase option agreement to acquire the Underlying Asset for $45,000 entered on 04/29/2019 | ||
#89FT1 / Series Ferrari Testarossa | 8/9/2019 | 1989 Ferrari Testarossa | $45.00 | $180,000 | Purchase Option Agreement | 10/4/2019 | 10/11/2019 | Closed | ($400) | 4000 | • Purchase option agreement to acquire Underlying Asset for $172,500 entered on 3/20/2019 |
#80PN1 / Series 1980 Porsche 928 | 10/23/2019 | 1980 Porsche 928 | $9.60 | $48,000 | Upfront Purchase | 11/1/2019 | 11/6/2019 | Closed | ($4,030) | 5000 | • Acquired Underlying Asset for $45,750 on 10/21/2019 through a non-interest-bearing payment by the Manager | ||
#89FG2 / Series 1989 Ferrari 328 II | 10/23/2019 | 1989 Ferrari 328 GTS | $75.00 | $127,500 | Upfront Purchase | 11/8/2019 | 11/14/2019 | Closed | $1,719 | 1700 | • Acquired Underlying Asset for $118,500 on 10/29/2019 through a non-interest-bearing payment by the Manager | ||
#88LL1 / Series Lamborghini LM002 | 8/9/2019 | 1988 Lamborghini LM002 | $146.00 | $292,000 | Purchase Option Agreement | 11/18/2019 | 12/8/2019 | Closed | $3,115 | 2000 | • Purchase option agreement to acquire Underlying Asset for $275,000 entered on 3/22/2019 |
1990 Mercedes 190E 2.5-16 Evo II | Cancelled / Underlying Asset Sold Pre-Offering
| • Acquired Underlying Asset for $251,992 on 11/02/2018 through a non-interest-bearing payment by the Manager | |||||||||||
#82AV1 / Series Aston Martin Oscar India | 3/6/2019 | 1982 Aston Martin V8 Vantage Oscar India | $148.75 | $238,000 | $297,500 | Upfront Purchase | Q2 2020 or Q3 2020 | Q2 2020 or Q3 2020 | Upcoming | $3,911 | 1600 | 2000 | • Acquired Underlying Asset for $285,000 on 12/10/2018 through a non-interest-bearing payment from the Manager |
#03SS1 / Series Saleen S7 | 12/9/2019 | 2003 Saleen S7 | $125.00 | $300,000 | $375,000 | Upfront Purchase | Q2 2020 or Q3 2020 | Q2 2020 or Q3 2020 | Upcoming | $29,638 | 2400 | 3000 | • Acquired Underlying Asset for $330,000 on 12/22/2019 financed through a non-interest-bearing payment from the Manager |
#72FG2 / Series 2 Ferrari 365 GTC/4 | 8/9/2019 | 1972 Ferrari 365 GTC/4 | $98.33 | $236,000 | $295,000 | Purchase Agreement | Q2 2020 or Q3 2020 | Q2 2020 or Q3 2020 | Upcoming | $6,038 | 2400 | 3000 | • Purchase agreement to acquire the Underlying Asset for $275,000 entered on 05/13/2019 with expiration on 07/13/2019 |
#95FF1 / Series Ferrari 355 Spider | 12/9/2019 | 1995 Ferrari 355 Spider | $60.00 | $96,000 | $120,000 | Upfront Purchase | Q2 2020 or Q3 2020 | Q2 2020 or Q3 2020 | Upcoming | $4,500 | 1600 | 2000 | • Acquired Underlying Asset for $105,000 on 11/20/2019 financed through a non-interest-bearing payment from the Manager |
#82AB1 / Series Alpina B6 | 11/16/2018 | 1982 Alpina B6 2.8 | $58.86 | $103,600 | $129,500 | Purchase Option Agreement | Q2 2020 or Q3 2020 | Q2 2020 or Q3 2020 | Upcoming | $13,110 | 1760 | 2200 | • Negotiations for a purchase option agreement to acquire Underlying Asset ongoing |
#12MM1 / Series McLaren MP4-12C | 3/6/2019 | 2012 McLaren MP4-12C | $62.50 | $100,000 | $125,000 | Purchase Option Agreement | Q2 2020 or Q3 2020 | Q2 2020 or Q3 2020 | Upcoming | $5,794 | 1600 | 2000 | • Negotiations for a purchase option agreement to acquire Underlying Asset ongoing |
#55MG1 / Series Mercedes 300SL | 8/9/2019 | 1955 Mercedes-Benz 300SL | $1,250.00 | $1,000,000 | $1,250,000 | Purchase Option Agreement | Q2 2020 or Q3 2020 | Q2 2020 or Q3 2020 | Upcoming | $16,325 | 800 | 1000 | • Negotiations for a purchase option agreement to acquire Underlying Asset ongoing |
#65PT1 / Series Porsche 356 SC | 8/9/2019 | 1965 Porsche 356 SC | $67.50 | $108,000 | $135,000 | Purchase Option Agreement | Q2 2020 or Q3 2020 | Q2 2020 or Q3 2020 | Upcoming | $8,838 | 1600 | 2000 | • Negotiations for a purchase option agreement to acquire Underlying Asset ongoing |
#73FD1 / Series Ferrari Dino GTS | 8/9/2019 | 1973 Ferrari 246 Dino GTS | $142.50 | $228,000 | $285,000 | Purchase Option Agreement | Q2 2020 or Q3 2020 | Q2 2020 or Q3 2020 | Upcoming | $13,213 | 1600 | 2000 | • Negotiations for a purchase option agreement to acquire Underlying Asset ongoing |
#76FG1 / Series Ferrari 308 Vetroresina | 8/9/2019 | 1976 Ferrari 308 GTB | $37.00 | $148,000 | $185,000 | Purchase Option Agreement | Q2 2020 or Q3 2020 | Q2 2020 or Q3 2020 | Upcoming | $3,133 | 4000 | 5000 | • Negotiations for a purchase option agreement to acquire Underlying Asset ongoing |
#89NG1 / Series Nissan GT-R | 8/9/2019 | 1989 Nissan GT-R Skyline | $26.67 | $64,000 | $80,000 | Purchase Option Agreement | Q2 2020 or Q3 2020 | Q2 2020 or Q3 2020 | Upcoming | $3,900 | 2400 | 3000 | • Negotiations for a purchase option agreement to acquire Underlying Asset ongoing |
#90FF1 / Series Ferrari F40 | 8/9/2019 | 1990 Ferrari F40 | $410.00 | $984,000 | $1,230,000 | Purchase Option Agreement | Q2 2020 or Q3 2020 | Q2 2020 or Q3 2020 | Upcoming | $65,175 | 2400 | 3000 | • Negotiations for a purchase option agreement to acquire Underlying Asset ongoing |
#95BE1 / Series Bugatti EB110 | 8/9/2019 | 1995 Bugatti EB110 | $170.00 | $680,000 | $850,000 | Purchase Option Agreement | Q2 2020 or Q3 2020 | Q2 2020 or Q3 2020 | Upcoming | $49,525 | 4000 | 5000 | • Negotiations for a purchase option agreement to acquire Underlying Asset ongoing |
#67FG1 / Series 1967 Ferrari 330 GTC | 9/11/2019 | 1967 Ferrari 330 GTC | $208.33 | $500,000 | $625,000 | Purchase Option Agreement | Q2 2020 or Q3 2020 | Q2 2020 or Q3 2020 | Upcoming | $30,263 | 2400 | 3000 | • Negotiations for a purchase option agreement to acquire Underlying Asset ongoing |
#67CC1 / Series 1967 Chevrolet Corvette | 9/11/2019 | 1967 Chevrolet Corvette 427/435 L71 | $100.00 | $160,000 | $200,000 | Purchase Option Agreement | Q2 2020 or Q3 2020 | Q2 2020 or Q3 2020 | Upcoming | $11,200 | 1600 | 2000 | • Negotiations for a purchase option agreement to acquire Underlying Asset ongoing |
#91GS1 / Series GMC Syclone | 10/23/2019 | 1991 GMC Syclone | $7.90 | $34,760 | $43,450 | Purchase Option Agreement | Q2 2020 or Q3 2020 | Q2 2020 or Q3 2020 | Upcoming | $5,653 | 4400 | 5500 | • Negotiations for a purchase option agreement to acquire Underlying Asset ongoing |
#87FF1 / Series Ferrari 412 | 1/0/1900 | 1987 Ferrari 412 | $129.80 | $114,224 | $142,780 | Purchase Option Agreement | Q2 2020 or Q3 2020 | Q2 2020 or Q3 2020 | Upcoming | $12,603 | 880 | 1100 | • Negotiations for a purchase option agreement to acquire Underlying Asset ongoing |
#67FS1 / Series Ford Shelby GT500 | 10/23/2019 | 1967 Ford Shelby GT500 | $48.75 | $156,000 | $195,000 | Purchase Option Agreement | Q2 2020 or Q3 2020 | Q2 2020 or Q3 2020 | Upcoming | $17,788 | 3200 | 4000 | • Negotiations for a purchase option agreement to acquire Underlying Asset ongoing |
#72PT1 / Series 1972 911S Targa | 10/23/2019 | 1972 Porsche 911S Targa | $110.00 | $176,000 | $220,000 | Purchase Option Agreement | Q2 2020 or Q3 2020 | Q2 2020 or Q3 2020 | Upcoming | $5,850 | 1600 | 2000 | • Negotiations for a purchase option agreement to acquire Underlying Asset ongoing |
#08TR1 / Series 2008 Tesla Signature 100 Roadster | 10/23/2019 | 2008 Tesla Signature 100 Roadster | $20.00 | $80,000 | $100,000 | Purchase Option Agreement | Q2 2020 or Q3 2020 | Q2 2020 or Q3 2020 | Upcoming | $17,950 | 4000 | 5000 | • Negotiations for a purchase option agreement to acquire Underlying Asset ongoing |
#63PT1 / Series Porsche 356 Super 90 | 10/23/2019 | 1963 Porsche 356 Super 90 | $70.00 | $123,200 | $154,000 | Purchase Option Agreement | Q2 2020 or Q3 2020 | Q2 2020 or Q3 2020 | Upcoming | $12,250 | 1760 | 2200 | • Negotiations for a purchase option agreement to acquire Underlying Asset ongoing |
#55MS1 / Series Mercedes 190SL | 10/23/2019 | 1955 Mercedes-Benz 190SL | $97.50 | $171,600 | $214,500 | Purchase Option Agreement | Q2 2020 or Q3 2020 | Q2 2020 or Q3 2020 | Upcoming | $6,288 | 1760 | 2200 | • Negotiations for a purchase option agreement to acquire Underlying Asset ongoing |
#67MS1 / Series Mercedes-Benz 250SL | 10/23/2019 | 1967 Mercedes-Benz 250SL 5-Speed | $80.00 | $128,000 | $160,000 | Purchase Option Agreement | Q2 2020 or Q3 2020 | Q2 2020 or Q3 2020 | Upcoming | $12,900 | 1600 | 2000 | • Negotiations for a purchase option agreement to acquire Underlying Asset ongoing |
#99FF1 / Series 1999 Ferrari F355 | 10/23/2019 | 1999 Ferrari 355 | $62.50 | $110,000 | $137,500 | Purchase Option Agreement | Q2 2020 or Q3 2020 | Q2 2020 or Q3 2020 | Upcoming | $6,763 | 1760 | 2200 | • Negotiations for a purchase option agreement to acquire Underlying Asset ongoing |
#69PN1 / Series 1969 Porsche 912 | 10/23/2019 | 1969 Porsche 912 | $19.00 | $76,000 | $95,000 | Purchase Option Agreement | Q2 2020 or Q3 2020 | Q2 2020 or Q3 2020 | Upcoming | $9,788 | 4000 | 5000 | • Negotiations for a purchase option agreement to acquire Underlying Asset ongoing |
#90FT1 / Series 1990 Ferrari Mondial t | 10/23/2019 | 1990 Ferrari Mondial t | $41.25 | $66,000 | $82,500 | Purchase Option Agreement | Q2 2020 or Q3 2020 | Q2 2020 or Q3 2020 | Upcoming | $5,256 | 1600 | 2000 | • Negotiations for a purchase option agreement to acquire Underlying Asset ongoing |
#91JX1 / Series Jaguar XJR-15 | 12/9/2019 | 1991 Jaguar XJR-15 | $310.00 | $1,240,000 | $1,550,000 | Purchase Option Agreement | Q2 2020 or Q3 2020 | Q2 2020 or Q3 2020 | Upcoming | $22,875 | 4000 | 5000 | • Negotiations for a purchase option agreement to acquire Underlying Asset ongoing |
#72FG1 / Series Ferrari 365 GTC/4 |
| 1972 Ferrari 365 GTC/4 | $63.00 | $276,000 | $345,000 | Purchase Option Agreement | Q2 2020 or Q3 2020 | Q2 2020 or Q3 2020 | Upcoming | $27,356 | 4380.8 | 5476 | • Negotiations for a purchase option agreement to acquire Underlying Asset ongoing |
#99FG1 / Series Ferrari 456M GT |
| 1999 Ferrari 456M GT | $66.25 | $116,600 | $145,750 | Purchase Option Agreement | Q2 2020 or Q3 2020 | Q2 2020 or Q3 2020 | Upcoming | $5,815 | 1760 | 2200 | • Negotiations for a purchase option agreement to acquire Underlying Asset ongoing |
#91DP1 / Series DeTomaso Pantera |
| 1991 DeTomaso Pantera Si | $79.50 | $318,000 | $397,500 | Purchase Option Agreement | Q2 2020 or Q3 2020 | Q2 2020 or Q3 2020 | Upcoming | $15,362 | 4000 | 5000 | • Negotiations for a purchase option agreement to acquire Underlying Asset ongoing |
#89FG1 / Series Ferrari 328 GTS |
| 1989 Ferrari 328 GTS | $27.50 | $88,000 | $110,000 | Purchase Option Agreement | Q2 2020 or Q3 2020 | Q2 2020 or Q3 2020 | Upcoming | $9,363 | 3200 | 4000 | • Negotiations for a purchase option agreement to acquire Underlying Asset ongoing |
#66AV1 / Series Aston Martin DB6 Vantage |
| 1966 Aston Martin DB6 Vantage | $161.67 | $388,000 | $485,000 | Purchase Option Agreement | Q2 2020 or Q3 2020 | Q2 2020 or Q3 2020 | Upcoming | $21,413 | 2400 | 3000 | • Negotiations for a purchase option agreement to acquire Underlying Asset ongoing |
#99LD1 / Series Lamborghini VT Roadster |
| 1999 Lamborghini VT Roadster | $172.50 | $276,000 | $345,000 | Purchase Option Agreement | Q2 2020 or Q3 2020 | Q2 2020 or Q3 2020 | Upcoming | $13,863 | 1600 | 2000 | • Negotiations for a purchase option agreement to acquire Underlying Asset ongoing |
#64AD1 / Series Aston Martin DB5 |
| 1964 Aston Martin DB5 | $189.00 | $756,000 | $945,000 | Purchase Option Agreement | Q2 2020 or Q3 2020 | Q2 2020 or Q3 2020 | Upcoming | $21,163 | 4000 | 5000 | • Negotiations for a purchase option agreement to acquire Underlying Asset ongoing |
#95FM1 / Series Ferrari 512 M |
| 1995 Ferrari 512 M | $230.00 | $368,000 | $460,000 | Purchase Option Agreement | Q2 2020 or Q3 2020 | Q2 2020 or Q3 2020 | Upcoming | $27,150 | 1600 | 2000 | • Negotiations for a purchase option agreement to acquire Underlying Asset ongoing |
#61JC1 / Series 1961 Jaguar E-Type Coupe |
| 1961 Jaguar E-Type FHC | $65.00 | $156,000 | $195,000 | Purchase Option Agreement | Q2 2020 or Q3 2020 | Q2 2020 or Q3 2020 | Upcoming | $11,288 | 2400 | 3000 | • Negotiations for a purchase option agreement to acquire Underlying Asset ongoing |
#94BE1 / Series 1994 Bugatti EB110 SS |
| 1994 EB110 SS Dauer SportWagen S | $200.00 | $800,000 | $1,000,000 | Purchase Option Agreement | Q2 2020 or Q3 2020 | Q2 2020 or Q3 2020 | Upcoming | $38,700 | 4000 | 5000 | • Negotiations for a purchase option agreement to acquire Underlying Asset ongoing |
#79PT1 / Series 1979 Porsche 930 Turbo |
| 1979 Porsche 930 Turbo | $77.50 | $124,000 | $155,000 | Purchase Option Agreement | Q2 2020 or Q3 2020 | Q2 2020 or Q3 2020 | Upcoming | $7,334 | 1600 | 2000 | • Negotiations for a purchase option agreement to acquire Underlying Asset ongoing |
#68CC1 / Series 1968 Chevrolet Corvette |
| 1968 Chevrolet Corvette | $67.50 | $108,000 | $135,000 | Purchase Option Agreement | Q2 2020 or Q3 2020 | Q2 2020 or Q3 2020 | Upcoming | $11,763 | 1600 | 2000 | • Negotiations for a purchase option agreement to acquire Underlying Asset ongoing |
#78MM1 / Series 1978 Maserati Merak |
| 1978 Maserati Merak | $97.50 | $78,000 | $97,500 | Purchase Option Agreement | Q2 2020 or Q3 2020 | Q2 2020 or Q3 2020 | Upcoming | $4,994 | 800 | 1000 | • Negotiations for a purchase option agreement to acquire Underlying Asset ongoing |
#81DD1 / Series 1981 DeLorean DMC-12 |
| 1981 DeLorean DMC-12 | $24.00 | $57,600 | $72,000 | Purchase Option Agreement | Q2 2020 or Q3 2020 | Q2 2020 or Q3 2020 | Upcoming | $5,019 | 2400 | 3000 | • Negotiations for a purchase option agreement to acquire Underlying Asset ongoing |
#98AX1 / Series 1998 Acura NSX |
| 1998 Acura NSX | $110.00 | $88,000 | $110,000 | Purchase Option Agreement | Q2 2020 or Q3 2020 | Q2 2020 or Q3 2020 | Upcoming | $7,363 | 800 | 1000 | • Negotiations for a purchase option agreement to acquire Underlying Asset ongoing |
#08MS1 / Series Mercedes-Benz SLR McLaren |
| 2008 Mercedes-Benz SLR McLaren | $106.67 | $256,000 | $320,000 | Purchase Option Agreement | Q2 2020 or Q3 2020 | Q2 2020 or Q3 2020 | Upcoming | $7,600 | 2400 | 3000 | • Negotiations for a purchase option agreement to acquire Underlying Asset ongoing |
#11FG1 / Series Ferrari 599 GTO |
| 2011 Ferrari 599 GTO | $142.50 | $456,000 | $570,000 | Purchase Option Agreement | Q2 2020 or Q3 2020 | Q2 2020 or Q3 2020 | Upcoming | $26,225 | 3200 | 4000 | • Negotiations for a purchase option agreement to acquire Underlying Asset ongoing |
#06FG2 / Series 2006 Ford GT Heritage |
| 2006 Ford GT Heritage | $97.50 | $312,000 | $390,000 | Purchase Option Agreement | Q2 2020 or Q3 2020 | Q2 2020 or Q3 2020 | Upcoming | $16,375 | 3200 | 4000 | • Negotiations for a purchase option agreement to acquire Underlying Asset ongoing |
Note: Gray shading represents Series for which no Closing of an Offering has occurred. Orange represents sale of Series’ Underlying Asset.
(1)If exact Offering dates (specified as Month Day, Year) are not shown, then expected Offering dates are presented.
(2)Interests sold in Series is limited to 2,000 “qualified purchasers” with a maximum of 500 non - “accredited investors.”
(3)Represents the actual Offering Size, number of Interests sold and fees at the Closing of the Offering.
(4)Values are based on current or anticipated negotiations of the terms of the respective purchase option agreements or purchase agreements and may be subject to change
(5)Interests in Series #77LE1 were issued under Rule 506(c) of Regulation D and were thus not qualified under the Company’s Offering Circular (as amended). All other Interests in Series of the Company were issued under Tier 2 of Regulation A+.
(1)
Item 1. Description of Business
Company History
The Company was formed August 24, 2016, to engage in the business of identification, acquisition, marketing and management of a collection of collectible automobiles (the “Automobile Assets” or the “Asset Class”). RSE Markets, Inc. is the manager of the Company (the “Manager”) and serves as the asset manager for the Automobile Assets owned by the Company and each underlying series (the “Asset Manager”). The Company acquires Automobile Assets financed through non-interest-bearing payments from the Manager, loans from officers or affiliates of the Manager, other third-parties and through purchase options negotiated with third-parties or affiliates, and develops the financial, offering and other materials to begin offering interests in the Company’s series’. The Company issues membership interests (the “Interests”) in a number of separate individual series (each, an “Offering”) of the Company (each, a “Series”). The Series assets may be referred to herein, collectively, as (the "Underlying Assets"). A purchaser of Interests (an “Investor”) in any Series acquires a proportional share of income and liabilities as they pertain to a particular Series, and the sole assets and liabilities of any given Series at the time of an Offering related to that particular Series is a single Underlying Asset (plus any cash reserves for future operating expenses) as well as certain liabilities related to expenses pre-paid by the Asset Manager. There will be a separate closing with respect to each Offering (each, a “Closing”). At the date of this filing, the Company has entered or plans to enter into the agreements and had closed the Offerings for sale of Series Interests, listed in the Master Series Table.
Description of the Business
The Company’s mission is to leverage technology and design, modern business models influenced by the sharing economy, and advancements in the financial regulatory environment to democratize the Asset Class. The Company aims to provide enthusiasts with access to the market by enabling them to create a diversified portfolio of equity Interests in the highest quality Automobile Assets through a seamless investment experience on the Rally Rd.TM platform (the “Platform”). As well, Investors will have the opportunity to participate in a unique collective ownership experience, including museum/retail locations and social events, as part of the “Membership Experience Programs,” as defined below.
The Company, with the support of the Manager and its affiliates and through the use of the Platform, aims to provide:
(i)Investors with access to the highest quality Automobile Assets for investment, portfolio diversification and secondary market liquidity for their Interests, through the liquidity platform (the “Liquidity Platform”) on the Platform, or otherwise, although there can be no guarantee that a secondary market will ever develop, through the Liquidity Platform, or otherwise, or that appropriate registrations to permit such secondary trading will ever be obtained.
(ii)Any individuals, dealers or auction company which owns an Underlying Asset prior to a purchase of an Underlying Asset by the Company in advance of a potential Offering or the Closing of an Offering from which proceeds are used to acquire the Underlying Asset (“Asset Sellers”) with greater market transparency and insights, lower transaction costs, increased liquidity, a seamless and convenient sale process, portfolio diversification and the ability to build equity positions in assets via the Interests issued to Asset Sellers in Offerings for Series Interest conducted through the Platform, as part of total purchase consideration to Asset Sellers.
(iii)All Platform users with a premium, highly curated, engaging Automobile Asset media experience, including “fantasy collecting” features. The investable assets on the Platform will be supplemented with “private” assets, which will be used to generate conversation, support the “fantasy collecting” component of the Platform and enable users to share personal sentiment on all types of assets.
(iv)All Platform users and others with opportunities to engage with the Underlying Assets in the Company’s collection through the Membership Experience Programs such as:
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Track-day events (e.g., driving experiences with professional drivers, collector car meet-ups, major auction presence);
Visit & interact at Rally Rd.™ Museums (i.e., Open HQ, warehouse visits, pop-up shops with partner businesses, or “tents” at major auctions/events where users can view the Underlying Assets in person and interact with each other in a social environment);
Asset sponsorship models (e.g. corporate sponsors or individuals pay for assets to appear in movies, commercials or at events); and
Other asset-related products (e.g., merchandise, social networking, communities).
Competition
Although the Company’s business model is unique in the Asset Class, there is potentially significant competition for the Underlying Assets, which the Company securitizes through its Offerings, from many different market participants. While the majority of transactions continue to be peer-to-peer with very limited public information, other market players such as dealers and auction houses continue to play an increasing role.
Most of our current and potential competitors in the Asset Class, such as dealers and auction houses, have significantly greater financial, marketing and other resources than we do and may be able to devote greater resources sourcing the Automobile Assets that the Company competes for. In addition, almost all of these competitors, in particular the auction houses, have longer operating histories and greater name recognition than we do and are focused on a more established business model.
There are also start-up models around shared ownership of Automobile Assets, developing in the industry, which will result in additional competition for Automobile Assets, but so far none of these models focus on the regulated securities market.
With the continued increase in popularity in the Asset Class, we expect competition for Automobile Assets to intensify in future. Increased competition may lead to increased prices, which will reduce the potential value appreciation that Investors may be able to achieve by owning Interests in the Company’s Offerings and will decreased the number of high-quality assets the Company can securitize through the Platform.
In addition, there are companies that are developing crowd funding models for other alternative asset classes such as racehorses, wine or art, who may decide to enter the Asset Class as well.
Customers
We target the broader U.S. Asset Class enthusiast and the 83.1 million U.S. millennial market (based on 2015 figures by the U.S. Census Bureau) as our key customer bases. The customers of the Company are the Investors in each Series that has closed an Offering. As of the date of this filing, the Company has closed the Offerings highlighted in white in the Master Series Table.
Facilities
The Manager has leased space in one purpose built, secure, temperature-controlled storage facility in New Jersey for the purposes of storing the Underlying Assets in a highly controlled environment other than when some or all of the Underlying Assets are used in Membership Experience Programs or are otherwise being utilized for marketing or similar purposes. The facility used by the Company is monitored by staff approximately 40 hours per week and is under constant video surveillance. Each of the Underlying Assets in the collection are inspected and exercised appropriately on a regular basis according to the maintenance schedule defined for each Underlying Asset by the Asset Manager in conjunction with members of the Company’s advisory board. In addition to the storage facilities, as part of the Membership Experience Program, the Manager of the Company opened a showroom in New York City in 2019.
The Manager and the Asset Manager are located at 250 Lafayette Street, 2nd Floor, New York, NY 10012.
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Employees
The Manager presently has fifteen full-time employees and three part-time contractors. The Company does not have any employees.
Government Regulation
Regulation of the automobile industry varies from jurisdiction to jurisdiction and state to state. In any jurisdictions or states in which the Company operates, it may be required to obtain licenses and permits to conduct business, including dealer and sales licenses and titles and registrations issued by state and local regulatory authorities, and will be subject to local laws and regulations, including, but not limited to, import and export regulations, emissions standards, laws and regulations involving sales, use, value-added and other indirect taxes.
Claims arising out of actual or alleged violations of law could be asserted against the Company by individuals or governmental authorities and could expose the Company or each Series to significant damages or other penalties, including revocation or suspension of the licenses necessary to conduct business and fines.
None of the Company, any Series, the Manager, the Asset Manager or any director or executive officer of the Manager is presently subject to any material legal proceedings
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation
We are devoting substantially all our efforts to establishing our business and planned principal operations only commenced in late 2017. As such and because of the start-up nature of the Company’s and the Manager’s business the reported financial information herein will likely not be indicative of future operating results or operating conditions. Because of our corporate structure, we are in large part reliant on the Manager and its employees to grow and support our business. There are a number of key factors that will have large potential impacts on our operating results going forward including the Manager’s ability to:
-continue to source high quality collectible Underlying Assets at reasonable prices to securitize through the Platform;
-market the Platform and the Offerings in individual Series of the Company and attract Investors to the Platform to acquire the Interests issued by Series of the Company;
-find operating partners to support the regulatory and technology infrastructure necessary to operate the Platform;
-continue to develop the Platform and provide the information and technology infrastructure to support the issuance of Interests in Series of the Company; and
-find operating partners to manage the collection of Underlying Assets at a decreasing marginal cost per asset.
We have not yet generated any revenues directly attributable to the Company or any Series to date. In addition, we do not anticipate the Company or any Series to generate any revenue in excess of costs associated with such revenues until 2021.
At the time of this filing all of the Series designated as closed in the Master Series Table have commenced operations, are capitalized and have assets and various Series have liabilities. All assets and liabilities related to the Series described in the Master Series Table will be the responsibility of the Series from the time of the Closing of the respective Offerings. All Series highlighted in gray or blue in the Master Series Table, have not had a Closing, but we have, or are in the process of launching these and subsequent Offerings for additional Series. Series whose Underlying Assets have been sold will subsequently be dissolved and are highlighted in orange in the Master Series Table.
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Historical Investments in Underlying Assets
We provide investment opportunities in Automobile Assets to Investors through the Platform, financed through various methods including, loans from officers of the Manager or other third-parties, if we purchase an Underlying Asset prior to the Closing of an Offering, and through purchase option agreements negotiated with third-parties or affiliates, if we finance the purchase of an Underlying Asset with the proceeds of an Offering. Additional information can be found below and in the Master Series Table.
Year Ended December 31, 2018
During the year from January 1, 2018 through December 31, 2018 we have entered into the agreements and had Closings, as listed in the table below. We received multiple loans or payments from various parties to support the financing of the acquisition of the Underlying Assets, for which the details are listed in the table below. Such payments or loans have been or will be repaid from the proceeds of successful Series’ initial Offerings, if necessary. Upon completion of the Offering of each of the Series of Interests, it is proposed that each of these Series shall acquire their respective Underlying Assets for the aggregate consideration consisting of cash and Interests as the authorized officers of the Manager may determine in their reasonable discretion in accordance with the disclosures set forth in these Series’ Offering documents. In various instances, as noted in the table below, the Asset Seller is issued Interests in a particular Series as part of the total purchase consideration to the Asset Seller. In addition, there are instances where the Company finances an acquisition through the proceeds of the Offering, in the case of a purchase option, and as such requires no additional financing or only financing to make an initial down payment, as the case may be.
The Company incurred the “Acquisition Expenses,” which include transportation of the automobile assets to the Manager’s storage facility, pre-purchase inspection, pre-Offering refurbishment, and other costs detailed in the Manager’s allocation policy, listed in the table below, the majority of which are capitalized into the purchase prices of the various Underlying Assets during the year ended December 31, 2018. Acquisition Expenses such as interest expense on a loan to finance an acquisition or marketing expenses related to the promotional materials created for an Underlying Asset are not capitalized. The Acquisition Expenses are generally initially funded by the Manager or its affiliates but will be reimbursed with the proceeds from an Offering related to such Series, to the extent described in the applicable Offering documents. Unless, to the extent that certain Acquisition Expenses are anticipated prior to the Closing, but incurred after the Closing of an Offering, for example transportation fees related to transportation from the Asset Seller to the Company’s storage facility, in which case, additional cash from the proceeds of the Offering will be retained on the Series balance sheet to cover such future anticipated Acquisition Expenses after the Closing of the Offering.
Series - Series Name | Agreement Type - Date of Agreement | Closing Date (1) | Purchase Price | Financed via - Officer Loan / 3rd Party Loan | Financed via - RSE Markets | Financed via - Offering Proceeds | Interests Issued to Asset Seller | Percent Owned by Asset Seller | Acquisition Expenses | Comments |
#69BM1 / Series Boss Mustang | Upfront Purchase / 10/31/2016 | 2/7/2018 | $102,395 | $0 | $0 | $0 | $0 | 0% | $1,821 | • Acquired Underlying Asset for $102,395 on 10/31/2016 financed through a $5,000 down-payment by the Manager and a $97,395 loan from an officer of the Manager |
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#85FT1 / Series Ferrari Testarossa | Upfront Purchase / 06/01/2017 | 2/15/2018 | $172,500 | $0 | $0 | $0 | $0 | 0% | $8,414 | • Acquired Underlying Asset for $172,500 on 06/01/2017 financed through a $47,500 loan from an officer of the Manager and $125,000 loan from J.J. Best Banc & Co (3rd Party Lender) |
#88LJ1 / Series Lamborghini Jalpa | Upfront Purchase / 11/23/2016 | 4/12/2018 | $127,176 | $0 | $0 | $0 | $0 | 0% | $6,061 | • Acquired Underlying Asset for $127,176 on 11/23/2016 financed through a $7,500 down-payment by the Manager and a $119,676 loan from an officer of the Manager |
#55PS1 / Series Porsche Speedster | Purchase Option Agreement / 07/01/2017 | 6/6/2018 | $405,000 | $120,000 | $165,000 | $120,000 | $0 | 0% | $16,989 | • Purchase option agreement to acquire Underlying Asset for $405,000 entered on 07/01/2017 |
#95BL1 / Series BMW M3 Lightweight | Upfront Purchase / 05/01/2018 | 7/12/2018 | $112,500 | $90,000 | $22,500 | $0 | $0 | 0% | $3,686 | • Acquired Underlying Asset for $112,500 on 03/28/2018 financed through a $22,500 non-interest-bearing down-payment by Manager, $10,000 loan from an officer of the Manager and an $80,000 loan from J.J. Best & Company (3rd Party Lender) |
#89PS1 / Series Porsche 911 Speedster | Purchase Option Agreement / 06/21/2018 | 7/31/2018 | $160,000 | $0 | $0 | $61,000 | $99,000 | 60% | $250 | • Purchase Option Agreement to acquire Underlying Asset for $160,000 entered on 6/21/2018 |
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#90FM1 / Series Ford Mustang 7-Up Edition | Purchase Option Agreement / 07/01/2018 | 7/31/2018 | $14,500 | $0 | $0 | $10,375 | $4,125 | 15% | $175 | • Purchase Option Agreement to acquire Underlying Asset from the Asset Seller, an affiliate of the Company for $14,500 entered on 06/15/2018 |
#83FB1 / Series Ferrari 512 | Purchase Option Agreement / 10/31/2017 | 9/5/2018 | $330,000 | $0 | $0 | $330,000 | $0 | 0% | $2,520 | • Purchase option agreement to acquire Underlying Asset for $330,000 entered on 10/30/2017 |
#98DV1 / Series Dodge Viper GTS-R | Upfront Purchase / 06/28/2018 | 10/10/2018 | $120,000 | $80,000 | $40,000 | $0 | $0 | 0% | $3,257 | • Acquired Underlying Asset for $120,000 on 06/28/2018 financed through a $40,000 non-interest-bearing down-payment by Manager and a $80,000 loan from an officer of the Manager |
#06FS1 / Series Ferrari F430 Spider | Purchase Option Agreement / 10/05/2018 | 10/19/2018 | $192,500 | $0 | $0 | $192,500 | $0 | 0% | $0 | • Purchase option agreement to acquire Underlying Asset for $192,500 entered on 10/05/2018 |
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#93XJ1 / Series Jaguar XJ220 | Purchase Option Agreement / 12/15/2017 | 11/6/2018 | $460,000 | $170,000 | $290,000 | $0 | $0 | 0% | $33,403 | • Purchase option agreement to acquire Underlying Asset for $460,000 entered on 12/15/2017 |
#02AX1 / Series Acura NSX-T | Upfront Purchase / 09/19/2018 | 11/30/2018 | $100,000 | $100,000 | $0 | $0 | $0 | 0% | $2,181 | • Acquired Underlying Asset for $100,000 on 09/19/2018 financed through a loan from an officer of the Manager |
#99LE1 / Series Lotus Sport 350 | Upfront Purchase / 10/04/2018 | 12/4/2018 | $62,100 | $62,100 | $0 | $0 | $0 | 0% | $2,328 | • Acquired Underlying Asset for $62,100 on 10/12/2018 financed through a loan from an officer of the Manager |
#91MV1 / Series Mitsubishi VR4 | Upfront Purchase / 10/12/2018 | 12/7/2018 | $33,950 | $0 | $33,950 | $0 | $0 | 0% | $1,400 | • Acquired Underlying Asset for $33,950 on 10/15/2018 financed through a non-interest-bearing payment by the Manager |
#92LD1 / Series Lancia Martini 5 | Upfront Purchase / 09/21/2018 | 12/26/2018 | $146,181 | $0 | $146,181 | $0 | $0 | 0% | $11,478 | • Acquired Underlying Asset for $146,181 on 10/09/2018 financed through a non-interest-bearing payment from the Manager |
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#94DV1 / Series Dodge Viper RT/10 | Purchase Option Agreement / 10/04/2018 | 12/26/2018 | $52,500 | $0 | $52,500 | $0 | $0 | 0% | $0 | • Purchase option agreement to acquire Underlying Asset for $52,500 entered on 10/05/2018 |
#00FM1 / Series Ford Mustang Cobra R | Upfront Purchase / 10/12/2018 | 1/4/2019 | $43,000 | $0 | $43,000 | $0 | $0 | 0% | $2,488 | • Acquired Underlying Asset for $43,000 on 10/12/2018 financed through a non-interest-bearing payment from the Manager |
#72MC1 / Series Mazda Cosmo Sport | Purchase Option Agreement / 11/01/2018 | 1/4/2019 | $115,000 | $0 | $0 | $0 | $0 | 40% | $0 | • Purchase Option Agreement to acquire Underlying Asset for $115,000, entered on 11/05/2018 |
#06FG1 / Series Ford GT | Purchase Agreement / 10/23/2018 | 1/8/2019 | $309,000 | $0 | $309,000 | $0 | $0 | 0% | $300 | • Purchase agreement to acquire the Underlying Asset for $309,000 entered on 10/23/2018 |
#11BM1 / Series BMW 1M | Purchase Option Agreement / 10/20/2018 | 1/25/2019 | $78,500 | $0 | $7,850 | $0 | $0 | 0% | $0 | • Purchase option agreement to acquire Underlying Asset for $78,500 entered on 10/20/2018 |
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#80LC1 / Series Lamborghini Countach LP400 S Turbo | Purchase Option Agreement / 08/01/2018 | 2/8/2019 | $610,000 | $0 | $562,375 | $0 | $0 | 8% | $2,930 | • Purchase Option Agreement to acquire Underlying Asset for $610,000, entered on 08/01/2018 |
#02BZ1 / Series BMW Z8 | Purchase Agreement / 10/18/2018 | 2/8/2019 | $185,000 | $0 | $185,000 | $0 | $0 | 0% | $1,015 | • Purchase agreement to acquire Underlying Asset for $185,000 entered on 10/18/2018 |
#88BM1 / Series BMW E30 M3 | Upfront Purchase / 10/18/2018 | 2/25/2019 | $135,000 | $0 | $135,000 | $0 | $0 | 0% | $1,479 | • Acquired Underlying Asset for $135,000 on 11/18/2018 financed through a non-interest-bearing payment from the Manager |
#63CC1 / Series Corvette Split Window | Upfront Purchase / 12/06/2018 | 3/18/2019 | $120,000 | $0 | $120,000 | $0 | $0 | 0% | $0 | • Acquired Underlying Asset for $120,000 on 11/21/2018 financed through a non-interest-bearing payment from the Manager |
#76PT1 / Series Porsche Turbo Carrera | Upfront Purchase / 11/27/2018 | 3/22/2019 | $179,065 | $0 | $179,065 | $0 | $0 | 0% | $0 | • Acquired the Underlying Asset for $179,065 on 12/5/2018 financed through a non-interest-bearing payment from the Manager |
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#75RA1 / Series Renault Alpine A110 | Purchase Agreement / 12/22/2018 | 4/9/2019 | $75,000 | $0 | $0 | $0 | $0 | 0% | $0 | • Purchase agreement to acquire the Underlying Asset for $75,000 entered on 12/22/2018 |
#65AG1 / Series Alfa Romeo Giulia SS | Upfront Purchase / 11/29/2018 | 4/16/2019 | $170,000 | $0 | $170,000 | $0 | $0 | 0% | $0 | • Acquired Underlying Asset for $170,000 on 11/29/2018 financed through a non-interest-bearing payment from the Manager |
2003 Porsche 911 GT2 | Purchase Option Agreement / 10/24/2018 | Not Offered | $137,000 | $0 | $13,500 | $0 | $0 | 0% | $0 | • Purchase option agreement, to acquire the Underlying Asset for $137,000, entered on 10/24/2018 |
#61JE1 / Series Jaguar E-Type | Upfront Purchase / 12/22/2018 | 4/26/2019 | $235,000 | $0 | $235,000 | $0 | $0 | 0% | $0 | • Acquired Underlying Asset for $235,000 on 12/22/2018 financed through a $235,000 non-interest-bearing payment from the Manager |
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#65FM1 / Series Mustang Fastback | Purchase Agreement / 12/04/2018 | 7/18/2019 | $75,000 | $0 | $20,000 | $0 | $0 | 0% | $0 | • Purchase agreement to acquire Underlying Asset for $75,000 entered on 12/04/2018 |
#94LD1 / Series Lamborghini Diablo Jota | Purchase Agreement / 10/09/2018 | 8/6/2019 | $570,000 | $0 | $100,000 | $0 | $0 | 0% | $0 | • Purchase agreement to acquire Underlying Asset for $570,000 entered on 10/09/2018 |
#61MG1 / Series Maserati 3500GT | Purchase Agreement / 12/04/2018 | 9/30/2019 | $325,000 | $0 | $32,500 | $0 | $0 | 0% | $0 | • Purchase agreement to acquire the Underlying Asset for $325,000 entered on 12/04/2018 |
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1990 Mercedes 190E 2.5-16 Evo II | Upfront Purchase / 11/02/2018 | Not Offered | $251,992 | $0 | $251,992 | $0 | $0 | 0% | $0 | • Acquired Underlying Asset for $251,992 on 11/02/2018 through a non-interest-bearing payment by the Manager |
#82AV1 / Series Aston Martin Oscar India | Upfront Purchase / 12/10/2018 | Q2 2020 or Q3 2020 | $285,000 | $0 | $285,000 | $0 | $0 | 0% | $0 | • Acquired Underlying Asset for $285,000 on 12/10/2018 through a non-interest-bearing payment from the Manager |
Total for 2018 | New Agreements: 28 |
| $4,892,788 | $622,100 | $3,399,413 | $713,875 | $103,125 |
| $102,175 |
|
Cumu. Total since 2016 | Total Agreements: 35 |
| $6,559,259 | $1,081,071 | $3,411,913 | $713,875 | $103,125 |
| $108,573 |
|
Note: Gray shading represents Series for which no Closing of an Offering had occurred as of December 31, 2018. Orange shading represents sale of Series’ Underlying Asset.
Note: New Agreements and Closings represent only those agreements signed and those Offerings closed in the year ended December 31, 2018.
Note: Purchase Price, Downpayment Amount, Financings and Acquisition Expenses represent only the incremental amounts in the year ended December 31, 2018 i.e. if an Underlying Asset was purchased in a prior year end, but had a Closing in the year ended December 31, 2018, it would not contribute to the totals for the year ended December 31, 2018.
(1) If exact Offering dates (specified as Month Day, Year) are not shown, then expected Offering dates are presented.
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Year Ended December 31, 2019
The Company incurred the Acquisition Expenses listed in the table below, the majority of which are capitalized into the purchase prices of the various Underlying Assets since the year ended December 31, 2019. The Acquisition Expenses such as interest expense on a loan to finance an acquisition or marketing expenses related to the promotional materials created for an Underlying Asset are not capitalized. Acquisition Expenses are generally initially funded by the Manager or its affiliates but will be reimbursed with the proceeds from an Offering related to such Series, to the extent described in the applicable Offering documents. Unless, to the extent that certain Acquisition Expenses are anticipated prior to the Closing, but incurred after the Closing of an Offering, for example transportation fees related to transportation from the Asset Seller to the Company’s storage facility, in which case, additional cash from the proceeds of the Offering will be retained on the Series balance sheet to cover such future anticipated Acquisition Expenses after the Closing of the Offering.
Series - Series Name | Agreement Type - Date of Agreement | Closing Date (1) | Purchase Price | Financed via - Officer Loan / 3rd Party Loan | Financed via - RSE Markets | Financed via - Offering Proceeds | Interests Issued to Asset Seller | Percent Owned by Asset Seller | Acquisition Expenses | Comments |
#55PS1 / Series Porsche Speedster | Purchase Option Agreement / 07/01/2017 | 6/6/2018 | $405,000 | $0 | $0 | $0 | $0 | 0% | $286 | • Purchase option agreement to acquire Underlying Asset for $405,000 entered on 07/01/2017 |
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#90FM1 / Series Ford Mustang 7-Up Edition | Purchase Option Agreement / 07/01/2018 | 7/31/2018 | $14,500 | $0 | $0 | $0 | $0 | 15% | $286 | • Purchase Option Agreement to acquire Underlying Asset from the Asset Seller, an affiliate of the Company for $14,500 entered on 06/15/2018 |
#83FB1 / Series Ferrari 512 | Purchase Option Agreement / 10/31/2017 | 9/5/2018 | $330,000 | $0 | $0 | $0 | $0 | 0% | $286 | • Purchase option agreement to acquire Underlying Asset for $330,000 entered on 10/30/2017 |
#06FS1 / Series Ferrari F430 Spider | Purchase Option Agreement / 10/05/2018 | 10/19/2018 | $192,500 | $0 | $0 | $0 | $0 | 0% | $286 | • Purchase option agreement to acquire Underlying Asset for $192,500 entered on 10/05/2018 |
42
#93XJ1 / Series Jaguar XJ220 | Purchase Option Agreement / 12/15/2017 | 11/6/2018 | $460,000 | $0 | $0 | $0 | $0 | 0% | $286 | • Purchase option agreement to acquire Underlying Asset for $460,000 entered on 12/15/2017 |
#02AX1 / Series Acura NSX-T | Upfront Purchase / 09/19/2018 | 11/30/2018 | $100,000 | $0 | $0 | $0 | $0 | 0% | $286 | • Acquired Underlying Asset for $100,000 on 09/19/2018 financed through a loan from an officer of the Manager |
#99LE1 / Series Lotus Sport 350 | Upfront Purchase / 10/04/2018 | 12/4/2018 | $62,100 | $0 | $0 | $0 | $0 | 0% | $286 | • Acquired Underlying Asset for $62,100 on 10/12/2018 financed through a loan from an officer of the Manager |
#91MV1 / Series Mitsubishi VR4 | Upfront Purchase / 10/12/2018 | 12/7/2018 | $33,950 | $0 | $0 | $0 | $0 | 0% | $287 | • Acquired Underlying Asset for $33,950 on 10/15/2018 financed through a non-interest-bearing payment by the Manager |
#92LD1 / Series Lancia Martini 5 | Upfront Purchase / 09/21/2018 | 12/26/2018 | $146,181 | $0 | $0 | $0 | $0 | 0% | $918 | • Acquired Underlying Asset for $146,181 on 10/09/2018 financed through a non-interest-bearing payment from the Manager |
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#94DV1 / Series Dodge Viper RT/10 | Purchase Option Agreement / 10/04/2018 | 12/26/2018 | $52,500 | $0 | $0 | $0 | $0 | 0% | $287 | • Purchase option agreement to acquire Underlying Asset for $52,500 entered on 10/05/2018 |
#00FM1 / Series Ford Mustang Cobra R | Upfront Purchase / 10/12/2018 | 1/4/2019 | $43,000 | $0 | $0 | $0 | $0 | 0% | $286 | • Acquired Underlying Asset for $43,000 on 10/12/2018 financed through a non-interest-bearing payment from the Manager |
#72MC1 / Series Mazda Cosmo Sport | Purchase Option Agreement / 11/01/2018 | 1/4/2019 | $115,000 | $0 | $0 | $65,200 | $49,800 | 40% | $562 | • Purchase Option Agreement to acquire Underlying Asset for $115,000, entered on 11/05/2018 |
#06FG1 / Series Ford GT | Purchase Agreement / 10/23/2018 | 1/8/2019 | $309,000 | $0 | $0 | $0 | $0 | 0% | $286 | • Purchase agreement to acquire the Underlying Asset for $309,000 entered on 10/23/2018 |
#11BM1 / Series BMW 1M | Purchase Option Agreement / 10/20/2018 | 1/25/2019 | $78,500 | $0 | $70,650 | $0 | $0 | 0% | $1,786 | • Purchase option agreement to acquire Underlying Asset for $78,500 entered on 10/20/2018 |
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#80LC1 / Series Lamborghini Countach LP400 S Turbo | Purchase Option Agreement / 08/01/2018 | 2/8/2019 | $610,000 | $0 | $0 | $0 | $47,625 | 8% | $282 | • Purchase Option Agreement to acquire Underlying Asset for $610,000, entered on 08/01/2018 |
#02BZ1 / Series BMW Z8 | Purchase Agreement / 10/18/2018 | 2/8/2019 | $185,000 | $0 | $0 | $0 | $0 | 0% | $286 | • Purchase agreement to acquire Underlying Asset for $185,000 entered on 10/18/2018 |
#88BM1 / Series BMW E30 M3 | Upfront Purchase / 10/18/2018 | 2/25/2019 | $135,000 | $0 | $0 | $0 | $0 | 0% | $286 | • Acquired Underlying Asset for $135,000 on 11/18/2018 financed through a non-interest-bearing payment from the Manager |
#63CC1 / Series Corvette Split Window | Upfront Purchase / 12/06/2018 | 3/18/2019 | $120,000 | $0 | $0 | $0 | $0 | 0% | $586 | • Acquired Underlying Asset for $120,000 on 11/21/2018 financed through a non-interest-bearing payment from the Manager |
#76PT1 / Series Porsche Turbo Carrera | Upfront Purchase / 11/27/2018 | 3/22/2019 | $179,065 | $0 | $0 | $0 | $0 | 0% | $4,237 | • Acquired the Underlying Asset for $179,065 on 12/5/2018 financed through a non-interest-bearing payment from the Manager |
45
#75RA1 / Series Renault Alpine A110 | Purchase Agreement / 12/22/2018 | 4/9/2019 | $75,000 | $0 | $75,000 | $0 | $0 | 0% | $1,403 | • Purchase agreement to acquire the Underlying Asset for $75,000 entered on 12/22/2018 |
#65AG1 / Series Alfa Romeo Giulia SS | Upfront Purchase / 11/29/2018 | 4/16/2019 | $170,000 | $0 | $0 | $0 | $0 | 0% | $286 | • Acquired Underlying Asset for $170,000 on 11/29/2018 financed through a non-interest-bearing payment from the Manager |
#93FS1 / Series Ferrari 348TS SS | Purchase Option Agreement / 01/15/2019 | 4/22/2019 | $130,000 | $0 | $130,000 | $0 | $0 | 0% | $1,136 | • Purchase option agreement to acquire the Underlying Asset for $130,000 entered on 01/14/2019 |
2003 Porsche 911 GT2 | Purchase Option Agreement / 10/24/2018 | Not Offered | $137,000 | $0 | $123,500 | $0 | $0 | 0% | $287 | • Purchase option agreement, to acquire the Underlying Asset for $137,000, entered on 10/24/2018 |
#61JE1 / Series Jaguar E-Type | Upfront Purchase / 12/22/2018 | 4/26/2019 | $235,000 | $0 | $0 | $0 | $0 | 0% | $738 | • Acquired Underlying Asset for $235,000 on 12/22/2018 financed through a $235,000 non-interest-bearing payment from the Manager |
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#90MM1 / Series Mazda Miata | Purchase Option Agreement / 01/23/2019 | 4/26/2019 | $22,000 | $0 | $22,000 | $0 | $0 | 0% | $1,187 | • Purchase option agreement to acquire the Underlying Asset for $22,000 entered on 01/23/2019 |
#65FM1 / Series Mustang Fastback | Purchase Agreement / 12/04/2018 | 7/18/2019 | $75,000 | $0 | $55,000 | $0 | $0 | 0% | $1,997 | • Purchase agreement to acquire Underlying Asset for $75,000 entered on 12/04/2018 |
#88PT1 / Series Porsche 944 Turbo S | Purchase Option Agreement / 04/26/2019 | 7/18/2019 | $61,875 | $0 | $61,875 | $0 | $0 | 0% | $905 | • Purchase option agreement to acquire the Underlying Asset for $59,635 entered on 04/26/2019 |
#94LD1 / Series Lamborghini Diablo Jota | Purchase Agreement / 10/09/2018 | 8/6/2019 | $570,000 | $0 | $470,000 | $0 | $0 | 0% | $2,736 | • Purchase agreement to acquire Underlying Asset for $570,000 entered on 10/09/2018 |
#99SS1 / Series Shelby Series 1 | Upfront Purchase / 04/04/2019 | 9/11/2019 | $126,575 | $0 | $126,575 | $0 | $0 | 0% | $3,640 | • Acquired Underlying Asset for $126,575 on 04/29/2019 financed through a non-interest-bearing payment from the Manager |
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#94FS1 / Series Ferrari 348 Spider | Purchase Agreement / 04/26/2019 | 9/17/2019 | $135,399 | $0 | $135,399 | $0 | $0 | 0% | $3,433 | • Purchase option agreement to acquire the Underlying Asset for $135,399 entered on 04/26/2019 |
#61MG1 / Series Maserati 3500GT | Purchase Agreement / 12/04/2018 | 9/30/2019 | $325,000 | $0 | $292,500 | $0 | $0 | 0% | $1,090 | • Purchase agreement to acquire the Underlying Asset for $325,000 entered on 12/04/2018 |
#92CC1 / Series Corvette ZR1 | Purchase Option Agreement / 04/29/2019 | 10/2/2019 | $45,000 | $0 | $45,000 | $0 | $0 | 0% | $1,188 | • Purchase option agreement to acquire the Underlying Asset for $45,000 entered on 04/29/2019 |
#89FT1 / Series Ferrari Testarossa | Purchase Option Agreement / 03/20/2019 | 10/11/2019 | $172,500 | $0 | $172,500 | $0 | $0 | 0% | $3,036 | • Purchase option agreement to acquire Underlying Asset for $172,500 entered on 3/20/2019 |
#80PN1 / Series 1980 Porsche 928 | Upfront Purchase / 10/21/2019 | 11/6/2019 | $45,750 | $0 | $45,750 | $0 | $0 | 0% | $1,638 | • Acquired Underlying Asset for $45,750 on 10/21/2019 through a non-interest-bearing payment by the Manager |
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#89FG2 / Series 1989 Ferrari 328 II | Upfront Purchase / 10/29/2019 | 11/14/2019 | $118,500 | $0 | $118,500 | $0 | $0 | 0% | $1,762 | • Acquired Underlying Asset for $118,500 on 10/29/2019 through a non-interest-bearing payment by the Manager |
#88LL1 / Series Lamborghini LM002 | Purchase Option Agreement / 03/22/2019 | 12/8/2019 | $275,000 | $0 | $275,000 | $0 | $0 | 0% | $2,986 | • Purchase option agreement to acquire Underlying Asset for $275,000 entered on 3/22/2019 |
1990 Mercedes 190E 2.5-16 Evo II | Upfront Purchase / 11/02/2018 | Not Offered | $251,992 | $0 | $0 | $0 | $0 | 0% | $10,773 | • Acquired Underlying Asset for $251,992 on 11/02/2018 through a non-interest-bearing payment by the Manager |
#82AV1 / Series Aston Martin Oscar India | Upfront Purchase / 12/10/2018 | Q2 2020 or Q3 2020 | $285,000 | $0 | $0 | $0 | $0 | 0% | $1,364 | • Acquired Underlying Asset for $285,000 on 12/10/2018 through a non-interest-bearing payment from the Manager |
#03SS1 / Series Saleen S7 | Upfront Purchase / 12/22/2019 | Q2 2020 or Q3 2020 | $330,000 | $0 | $330,000 | $0 | $0 | 0% | $0 | • Acquired Underlying Asset for $330,000 on 12/22/2019 financed through a non-interest-bearing payment from the Manager |
#72FG2 / Series 2 Ferrari 365 GTC/4 | Purchase Agreement / 05/13/2019 | Q2 2020 or Q3 2020 | $275,000 | $0 | $275,000 | $0 | $0 | 0% | $1,541 | • Purchase agreement to acquire the Underlying Asset for $275,000 entered on 05/13/2019 with expiration on 07/13/2019 |
#95FF1 / Series Ferrari 355 Spider | Upfront Purchase / 11/20/2019 | Q2 2020 or Q3 2020 | $105,000 | $0 | $105,000 | $0 | $0 | 0% | $3,200 | • Acquired Underlying Asset for $105,000 on 11/20/2019 financed through a non-interest-bearing payment from the Manager |
Total for 2019 | New Agreements: 13 |
| $1,842,599 | $0 | $2,940,249 | $65,200 | $97,425 |
| $59,320 |
|
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Cumu. Total since 2016 | Total Agreements: 48 |
| $8,041,858 | $1,081,071 | $6,352,162 | $779,075 | $200,550 |
| $167,893 |
|
Note: Gray shading represents Series for which no Closing of an Offering has occurred as of December 31, 2019. Orange shading represents sale of Series’ Underlying Asset.
Note: New Agreements and Closings represent only those agreements signed and those Offerings closed in the year ended December 31, 2019.
Note: Purchase Price, Downpayment Amount, Financings and Acquisition Expenses represent only the incremental amounts in the year ended December 31, 2019 i.e. if an Underlying Asset was purchased in a prior year end, but had a Closing in the year ended December 31, 2019, it would not contribute to the totals for the year ended December 31, 2019.
(1) If exact Offering dates (specified as Month Day, Year) are not shown, then expected Offering dates are presented.
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Subsequent Investments and Purchase Options Agreements for Underlying Assets
Since January 1, 2020 we have not entered into the agreements and had Closings.
The Company incurred the Acquisition Expenses, listed in the table below, the majority of which are capitalized into the purchase prices of the various Underlying Assets since January 1, 2020. Acquisition Expenses such as interest expense on a loan to finance an acquisition or marketing expenses related to the promotional materials created for an Underlying Asset are not capitalized. The Acquisition Expenses are generally initially funded by the Manager or its affiliates but will be reimbursed with the proceeds from an Offering related to such Series, to the extent described in the applicable Offering documents. Unless, to the extent that certain Acquisition Expenses are anticipated prior to the Closing, but incurred after the Closing of an Offering, for example transportation fees related to transportation from the Asset Seller to the Company’s storage facility, in which case, additional cash from the proceeds of the Offering will be retained on the Series balance sheet to cover such future anticipated Acquisition Expenses after the Closing of the Offering.
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Series - Series Name | Agreement Type - Date of Agreement | Closing Date (1) | Purchase Price | Financed via - Officer Loan / 3rd Party Loan | Financed via - RSE Markets | Financed via - Offering Proceeds | Interests Issued to Asset Seller | Percent Owned by Asset Seller | Acquisition Expenses | Comments |
#88PT1 / Series Porsche 944 Turbo S | Purchase Option Agreement / 04/26/2019 | 7/18/2019 | $61,875 | $0 | $0 | $0 | $0 | 0% | $291 | • Purchase option agreement to acquire the Underlying Asset for $59,635 entered on 04/26/2019 |
#88LL1 / Series Lamborghini LM002 | Purchase Option Agreement / 03/22/2019 | 12/8/2019 | $275,000 | $0 | $0 | $0 | $0 | 0% | $300 | • Purchase option agreement to acquire Underlying Asset for $275,000 entered on 3/22/2019 |
#03SS1 / Series Saleen S7 | Upfront Purchase / 12/22/2019 | Q2 2020 or Q3 2020 | $330,000 | $0 | $0 | $0 | $0 | 0% | $3,250 | • Acquired Underlying Asset for $330,000 on 12/22/2019 financed through a non-interest-bearing payment from the Manager |
#95FF1 / Series Ferrari 355 Spider | Upfront Purchase / 11/20/2019 | Q2 2020 or Q3 2020 | $105,000 | $0 | $0 | $0 | $0 | 0% | $838 | • Acquired Underlying Asset for $105,000 on 11/20/2019 financed through a non-interest-bearing payment from the Manager |
Total for 2020 | New Agreements: 0 |
| $0 | $0 | $0 | $0 | $0 |
| $4,860 |
|
Cumu. Total since 2016 | Total Agreements: 48 |
| $8,401,858 | $1,081,071 | $6,352,162 | $779,075 | $200,550 |
| $172,572 |
|
Note: Gray shading represents Series for which no Closing of an Offering has occurred as of the date of this filing. Orange shading represents sale of Series’ Underlying Asset.
Note: New Agreements and Closings represent only those agreements signed and those offerings closed since January 1, 2020.
Note: Purchase Price, Downpayment Amount, Financings and Acquisition Expenses represent only the incremental amounts since January 1, 2020 i.e. if an Underlying Asset was purchased before January 1, 2020, but had a Closing after January 1, 2020, it would not contribute to the totals since January 1, 2020.
(1) If exact Offering dates (specified as Month Day, Year) are not shown, then expected Offering dates are presented.
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Operating Results for the year ended December 31, 2019 vs. 2018
Due to the start-up nature of the Company, changes in operating results are impacted significantly by any increase in the number of Underlying Assets that the Company, through the Asset Manager, operates and manages. During the year ended December 31, 2019, the Company, through the Asset Manager, operated (meaning Underlying Asset fully-owned by the Company or a Series including closed and owned, but not yet launched Offerings) forty-eight Underlying Assets (excluding three assets sold in 2019) of which forty-two had closed Offerings vs. twenty-eight at December 31, 2018 of which seventeen had closed Offerings, an increase of twenty operated Underlying Assets and twenty-five closed Offerings respectively. In addition, the Company had signed various purchase option agreements and purchase agreements for additional Underlying Assets to be offered on the Platform in future, however, these Underlying Assets were not yet operated by the Company as of December 31, 2019. During the year ended December 31, 2019, the Company disposed of three Underlying Assets, two of which had completed initial offerings and one which was still owned by the Company at the time of sale. Additional information can be found in the Master Series Table.
Revenues
Revenues are generated at the Company or the Series level. As of December 31, 2019, we have not yet generated any revenues directly attributable to the Company or any Series to date. In addition, we do not anticipate the Company or any Series to generate any revenue in excess of costs associated with such revenues until at least 2021.
Operating Expenses
The Company incurred $186,736 in operating expenses in the year ended December 31, 2019 vs. $46,465 in 2018, an increase of $140,271 or 302%, related to storage, transportation, insurance, maintenance, marketing and professional services fees associated with the Underlying Assets. The increase was primarily driven by increased costs for additional storage, transportation, insurance and professional fees from the Company’s investment in new Underlying Assets. The number of Underlying Assets operated by the Company increased to 45 for the year ended December 31, 2019, excluding 3 Underlying Assets sold during the year vs. 15 in 2018, a net increase of 30 or 200%. Maintenance costs were not required during either the year ended December 31, 2019 or 2018.
Each Series of the Company will be responsible for its own operating expenses, such as storage, insurance or maintenance, beginning on the Closing date of the Offering for such Series Interests. However, post-closing operating expenses incurred and recorded by Series’ of the Company through the year from January 1, 2019 to December 31, 2019, the Manager has agreed to pay and not be reimbursed for certain but not all such expenses. These are accounted for as capital contributions by each respective Series.
Operating expenses for the Company including all of the Series by category for the year ended December 31, 2019 vs. 2018 are as follows:
Total Operating Expense | ||||
| 12/31/2019 | 12/31/2018 | Difference | Change |
Storage | $74,124 | $13,579 | $60,545 | 446% |
Transportation | 39,049 | 7,720 | 31,329 | 406% |
Insurance | 27,343 | 13,832 | 13,511 | 98% |
Professional Fee | 36,060 | 7,623 | 28,437 | 373% |
Marketing Expense | 10,160 | 3,711 | 6,449 | 174% |
Total Operating Expense | $186,736 | $46,465 | $140,271 | 302% |
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During the year ended December 31, 2018 and the year December 31, 2019, at the close of the respective Offerings for the Series, listed in the table below, each individual Series became responsible for operating expenses. Pre-Closing operating expenses are incurred on the books of the Company and post-Closing operating expenses incurred by each Series with a closed Offering are incurred and recorded on the books of the Series. These are as follows:
Operating Expenses | |||
Applicable Series | Automobile | 12/31/2019 | 12/31/2018 |
Series #77LE1 | 1977 Lotus Esprit S1 | $4,300 | $3,707 |
Series #69BM1 | 1969 Boss 302 Mustang | 4,471 | 3,473 |
Series #85FT1 | 1985 Ferrari Testarossa | 5,806 | 4,173 |
Series #88LJ1 | 1988 Lamborghini Jalpa | 6,352 | 2,868 |
Series #55PS1 | 1955 Porsche Speedster | 5,763 | 3,680 |
Series #95BL1 | 1995 BMW M3 Lightweight | 4,421 | 1,768 |
Series #89PS1 | 1989 Porsche 911 Speedster | 4,358 | 790 |
Series #90FM1 | 1990 Ford Mustang 7Up Edition | 4,032 | 1,176 |
Series #83FB1 | 1983 Ferrari 512 BBi | 5,264 | 1,831 |
Series #98DV1 | 1998 Dodge Viper GTS-R | 4,457 | 799 |
Series #06FS1 | 2006 Ferrari F430 Spider | 1,266 | 879 |
Series #93XJ1 | 1993 Jaguar XJ220 | 2,904 | 540 |
Series #02AX1 | 2002 Acura NSX-T | 3,876 | 403 |
Series #99LE1 | 1999 Lotus Esprit Sport 350 | 4,235 | 215 |
Series #91MV1 | 1991 Mitsubishi 3000VT GR4 | 4,120 | 183 |
Series #92LD1 | 1992 Lancia Delta Martini 5 Evo | 5,237 | 23 |
Series #94DV1 | 1994 Dodge Viper RT/10 | 4,281 | 79 |
Series #00FM1 | 2000 Ford Mustang Cobra R | 1,057 | - |
Series #72MC1 | 1972 Mazda Cosmo Sport | 4,284 | - |
Series #06FG1 | 2006 Ford GT | 4,964 | - |
Series #11BM1 | 2011 BMW 1M, 6-Speed Manual | 3,557 | - |
Series #80LC1 | 1980 Lamborghini Countach Turbo | 4,217 | - |
Series #02BZ1 | 2002 BMW Z8 | 4,714 | - |
Series #88BM1 | 1988 BMW E30 M3 | 3,821 | - |
Series #63CC1 | 1963 Chevrolet Corvette Split Window | 3,657 | - |
Series #76PT1 | 1976 Porsche 911 Turbo Cabrera | 3,669 | - |
Series #75RA1 | 1975 Renault Alpine A110 1300 | 3,413 | - |
Series #65AG1 | 1965 Alfa Romeo Giulia Sprint Speciale | 3,385 | - |
Series #93FS1 | 1993 Ferrari 348TS Series Speciale | 1,530 | - |
Series #90MM1 | 1990 Mazda Miata | 1,183 | - |
Series #61JE1 | 1961 Jaguar E-Type | 3,048 | - |
Series #88PT1 | 1988 Porsche 944 Turbo S | 1,322 | - |
Series #65FM1 | 1965 Ford Mustang 2+2 Fastback | 2,697 | - |
Series #94LD1 | 1994 Lamborghini Diablo SE30 Jota | 2,597 | - |
Series #99SS1 | 1999 Shelby Series 1 | 1,612 | - |
Series #94FS1 | 1994 Ferrari 348 Spider | 870 | - |
Series #61MG1 | 1961 Maserati 3500GT | 1,676 | - |
Series #92CC1 | 1992 Chevrolet Corvette ZR1 | 643 | - |
Series #89FT1 | 1989 Ferrari Testarossa | 1,922 | - |
Series #80PN1 | 1980 Porsche 928 | 487 | - |
Series #89FG2 | 1989 Ferrari 328 GTS | 461 | - |
Series #88LL1 | 1988 Lamborghini LM002 | 1,378 | - |
RSE Collection |
| 49,429 | 19,878 |
Total Operating Expenses |
| $186,736 | $46,465 |
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Note: Series #77LE1 Interests were issued under Rule 506(c) and as such Series #77LE1 has not been broken out as a separate Series in the financial statements but is included in the table above.
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Solely in the case of the Series listed in the Master Series Table, and which had closed Offerings as of December 31, 2019, the Manager has elected to pay for certain but not all of the operating expenses post the Closing of the Offerings for Series Interests and not be reimbursed by the respective Series. The unreimbursed expenses are accounted for as capital contributions by the Series.
Interest and Purchase Option Expenses and Financing/Banking Fees
Interest expenses related to the loans made to the Company by officers of the Manager and third-party lenders during the year ended December 31, 2019 totaled $0 vs. $10,745 during the 2018 year, a decrease of $10,745 or 100%. This decrease is due to the decrease in borrowings used to purchase Underlying Assets, rather the majority of the Company’s asset acquisitions were through purchase option agreements or non-interest-bearing payments from the Manager, as well as a line of credit of the Manager as detailed below.
These interest expenses for the year ended December 31, 2018 have been incurred and accrued by the Company and in the case of cash interest, paid by the Manager, and were repaid through the proceeds raised through the Closing of the respective Offerings. The Company incurred $411 of wire transfer and other banking related fees during the year ended December 31, 2019 vs $0 in 2018.
Interest Expense Incurred by Company prior to Series Closing | |||
Applicable Series | Automobile | 12/31/2019 | 12/31/2018 |
Series #69BM1 | 1969 Boss 302 Mustang | $- | $70 |
Series #85FT1 | 1985 Ferrari Testarossa | - | 1,807 |
Series #88LJ1 | 1988 Lamborghini Jalpa | - | 227 |
Series #55PS1 | 1955 Porsche Speedster | - | 655 |
Series #95BL1 | 1995 BMW M3 Lightweight | - | 5,103 |
Series #98DV1 | 1998 Dodge Viper GTS-R | - | 1,645 |
Series #06FS1 | 2006 Ferrari F430 Spider | - | 513 |
Series #02AX1 | 2002 Acura NSX-T | - | 482 |
Series #99LE1 | 1999 Lotus Esprit Sport 350 | - | 243 |
Other |
| 411 | - |
Total |
| $411 | $10,745 |
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Note: Table only includes Series for which the acquisition of the Underlying Asset was made through interest paying loans.
Note: Other includes wire transfer fees and other banking related fees.
There were no ongoing expenses related to the purchase options for any other Series listed in the Master Series Table during the year ended December 31, 2019. Purchase option expense related to the purchase option agreement the Company has entered into, with regards to Series #55PS1 asset, totaled $7,444 for the year ended December 31, 2018.
As detailed further in“Note D - Debt” of the Notes toFinancial Statements and Financial Obligations of the Company below, the Manager together with the Company and an affiliate of the Manager, entered into a $1.5 million line of credit (the “Line of Credit” or “LoC”) with Silicon Valley Bank on April 30, 2019, which allowed the Manager to make purchases of assets using the LoC, with the assets as collateral. On December 20, 2019, the LoC was replaced with a $2.25 million demand note (the “Demand Note” or “DM”) with Upper90. The DM allows the Manager to make purchases of assets for the Company and the affiliate of the Manager using the DM. At December 31, 2019, $1.56 million had been drawn on the DM and $7,800 in interest accrued by the Manager.
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Asset Acquisitions, Purchase Options and Asset Sales
Details on the Automobile Assets acquired or for which we entered into purchase option agreements or purchase agreements during the years ended December 31, 2016, December 31, 2017, December 31, 2018 and December 31, 2019, as listed in the Master Series Table and summarized in the table below. We typically acquire Automobile Assets through the following methods.
-Upfront purchase - acquired the Underlying Asset outright prior to launch of the Offering, financed through loans made by officers or affiliates of the Manager, third-party lenders or through non-interest-bearing payments from the Manager.
-Purchase option agreement - enter into a purchase option which gives us the right, but not the obligation to purchase a specific Underlying Asset, typically through the proceeds of the Offering for the Series related to the Underlying Asset.
-Purchase agreement - enter into a purchase agreement, which obligates us to acquire the Underlying Asset, but typically with a significant payment delay, with the goal of raising the capital through the Offering of the Series related to the Underlying Asset.
In addition to acquiring Underlying Assets, from time to time, the Company receives unsolicited take-over offers for certain Underlying Assets. Per the terms of the Company’s operating agreement, the Company, together with the Company’s advisory board evaluates the offers and determines if it is in the interest of the Investors to sell the Underlying Asset. During the year ended December 31, 2019 two Underlying Assets, 2006 Ferrari F430 Spider “Manual” and 2000 Ford Mustang Cobra R owned by Series #06FS1 and Series #00FM1 respectively were sold and the Investors in such Series’ received their pro-rata share of the payments received. In certain instances, as was the case with the 2003 Porsche 911 GT2, the Company may decide to sell an Underlying Asset, that is on the books of the Company, but not yet transferred to a particular Series, because no Offering has yet occurred. In these instances, the anticipated Offering related to such Underlying Asset will be cancelled. For all Series which Underlying Assets are sold, the related Series is subsequently dissolved.
Details on the Underlying Assets acquired or for which we entered into purchase option agreements or purchase agreements, or which have subsequently been sold, as listed in the Master Series Table and summarized in the table below.
| # of Assets Sold | Total Value of Assets Sold | # of Assets Acquired | Total Value Assets Acquired ($) | # of Purchase Option Agreements | Total Value of Purchase Option Agreements ($) | # of Purchase Agreements | Total Value of Purchase Agreements ($) | Grand Total # | Grand Total Value ($) |
2016-2017 | 0 | $0 | 4 | $471,471 | 3 | $1,195,000 | 0 | $0 | 7 | $1,666,471 |
2018 | 0 | $0 | 14 | $1,993,788 | 8 | $1,360,000 | 6 | $1,539,000 | 28 | $4,892,788 |
2019 | (3) | ($372,500) | 5 | $725,825 | 7 | $717,375 | 2 | $410,399 | 11 | $1,481,099 |
Cumulative Total: | (3) | ($372,500) | 23 | $3,191,084 | 18 | $3,272,375 | 8 | $1,949,399 | 46 | $8,040,358 |
Note: Table represents agreements signed within the respective years and value of Underlying Assets represented by the agreements.
See “Note C - Related Party Transactions”, “Note D -Debt”, and “Note A - Asset Dispositions” of the Notes to Financial Statements for additional information on asset acquisitions.
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Liquidity and Capital Resources
From inception, the Company and the Series have financed their business activities through capital contributions to the Company and individual Series from the Manager (or its affiliates). However, there is no obligation or assurance that the Manager will provide such required capital. Until such time as the Series’ have the capacity to generate cash flows from operations, the Manager may cover any deficits through additional capital contributions or the issuance of additional Interests in any individual Series. In addition, parts of the proceeds of future Offerings for individual Series may be used to create reserves for future operating expenses for such individual Series at the sole discretion of the Manager. There can be no assurance that the Manager will continue to fund such expenses. These factors raise substantial doubt about the Company’s and each listed Series’ ability to continue as a going concern for the twelve months following the date of this filing.
Cash and Cash Equivalent Balances
As of December 31, 2019, vs. December 31, 2018, the Company and the Series for which Closings had occurred, had cash or cash equivalents balances as follows:
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Cash Balance | |||
Applicable Series | Automobile | 12/31/2019 | 12/31/2018 |
Series #77LE1 | 1977 Lotus Esprit S1 | $2,780 | $ 2,780 |
Series #69BM1 | 1969 Boss 302 Mustang | 4,149 | 4,149 |
Series #55PS1 | 1955 Porsche Speedster | 2,214 | 2,500 |
Series #95BL1 | 1995 BMW M3 Lightweight | 1,000 | 1,000 |
Series #89PS1 | 1989 Porsche 911 Speedster | 1,271 | 1,271 |
Series #90FM1 | 1990 Ford Mustang 7Up Edition | 485 | 771 |
Series #83FB1 | 1983 Ferrari 512 BBi | 2,485 | 2,771 |
Series #98DV1 | 1998 Dodge Viper GTS-R | 2,500 | 2,500 |
Series #06FS1 | 2006 Ferrari F430 Spider | 9,152 | 2,771 |
Series #93XJ1 | 1993 Jaguar XJ220 | 1,485 | 1,771 |
Series #02AX1 | 2002 Acura NSX-T | 1,985 | 2,271 |
Series #99LE1 | 1999 Lotus Esprit Sport 350 | 1,985 | 2,271 |
Series #91MV1 | 1991 Mitsubishi 3000VT GR4 | 984 | 1,271 |
Series #92LD1 | 1992 Lancia Delta Martini 5 Evo | 1,853 | 2,771 |
Series #94DV1 | 1994 Dodge Viper RT/10 | 1,984 | 2,271 |
Series #00FM1 | 2000 Ford Mustang Cobra R | 3,760 | - |
Series #72MC1 | 1972 Mazda Cosmo Sport | 4,989 | - |
Series #06FG1 | 2006 Ford GT | 2,500 | - |
Series #11BM1 | 2011 BMW 1M, 6-Speed Manual | 2,000 | - |
Series #80LC1 | 1980 Lamborghini Countach Turbo | 3,504 | - |
Series #02BZ1 | 2002 BMW Z8 | 3,000 | - |
Series #88BM1 | 1988 BMW E30 M3 | 2,000 | - |
Series #63CC1 | 1963 Chevrolet Corvette Split Window | 1,999 | - |
Series #76PT1 | 1976 Porsche 911 Turbo Cabrera | 1,999 | - |
Series #75RA1 | 1975 Renault Alpine A110 1300 | 2,649 | - |
Series #65AG1 | 1965 Alfa Romeo Giulia Sprint Speciale | 3,700 | - |
Series #93FS1 | 1993 Ferrari 348TS Series Speciale | 3,050 | - |
Series #90MM1 | 1990 Mazda Miata | 1,799 | - |
Series #61JE1 | 1961 Jaguar E-Type | 2,898 | - |
Series #88PT1 | 1988 Porsche 944 Turbo S | 4,439 | - |
Series #65FM1 | 1965 Ford Mustang 2+2 Fastback | 2,300 | - |
Series #94LD1 | 1994 Lamborghini Diablo SE30 Jota | 4,550 | - |
Series #99SS1 | 1999 Shelby Series 1 | 3,064 | - |
Series #94FS1 | 1994 Ferrari 348 Spider | 2,962 | - |
Series #61MG1 | 1961 Maserati 3500GT | 4,197 | - |
Series #92CC1 | 1992 Chevrolet Corvette ZR1 | 2,412 | - |
Series #89FT1 | 1989 Ferrari Testarossa | 1,714 | - |
Series #80PN1 | 1980 Porsche 928 | 3,662 | - |
Series #89FG2 | 1989 Ferrari 328 GTS | 3,288 | - |
Series #88LL1 | 1988 Lamborghini LM002 | 5,789 | - |
Total Series Cash Balance |
| $114,536 | $ 33,139 |
RSE Collection |
| - | 23,648 |
Total Cash Balance |
| $114,536 | $ 56,787 |
|
|
|
|
Note: Series #77LE1 Interests were issued under Rule 506(c) and as such Series #77LE1 has not been broken out as a separate Series in the financial statements but is included in the table above.
Note: Only includes Series for which an Offering has closed. RSE Collection cash balance represents loans or capital contributions to be used for future payment of operating expenses.
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Financial Obligations of the Company
On April 30, 2019, the Manager and the Company, including an affiliate of the Manager, entered into a $1.5 million revolving line of credit with Silicon Valley Bank. The LoC allowed the Manager to draw up to 80% of the value of an Underlying Assets for any asset held on the books of the Company for less than 180 days. Interest rate on any amounts outstanding under the LoC accrued at a floating per annum rate equal to the greater of (i) 0.50% above the Prime Rate (defined as the rate published in the money rates section of The Wall Street Journal) or (ii) 6.0%. Interest expense is paid monthly by the Manager. The Company was also held jointly and severably liable for any amounts outstanding under this LoC. On December 20, 2019, the Manager and the Company cancelled the LoC and the Manager repaid $220,000 outstanding under the LoC plus accrued interest of $1,100.
Simultaneous with the cancellation of the LoC, the Manger and the Company, including an affiliate of the Manager, entered into the DM with Upper90. The DM allows the Manager to draw up to 100% of the value of the Underlying Assets for any asset held on the books of the Company. Interest rate on any amounts outstanding under the DM accrues at a fixed per annum rate of 15%. The Company is also held jointly and severably liable for any amounts outstanding under this DM. The Manager expects to replace the DM with permanent financing from Upper90 with similar terms as the DM during the second quarter of 2020. At December 31, 2019, there were $1.56 million outstanding, per the table below, under the DM plus accrued interest of $7,800. Of the total $1.56 million in borrowings, $995,000 were related to Underlying Assets of the Company, the remainder related to Underlying Assets of the affiliate of the Manager.
The table below shows the borrowing base at December 31, 2019.
Borrowing Base | ||||
Asset Type | Series | Underlying Asset | $ Borrowed | Date Drawn |
Automobile | #81AV1 | 1982 Aston Martin V8 Vantage | $ 285,000 | 12/20/2019 |
Automobile | #72FG2 | 1972 Ferrari 365 GT C/4 | 275,000 | 12/20/2019 |
Automobile | #95FF1 | 1995 Ferrari 355 Spider | 105,000 | 12/20/2019 |
Automobile | #03SS1 | 2003 Series Saleen S7 | 330,000 | 12/20/2019 |
Memorabilia | #98JORDAN | 1998 Michael Jordan Jersey | 120,000 | 12/20/2019 |
Memorabilia | #33RUTH | 1933 Babe Ruth Card | 74,000 | 12/20/2019 |
Memorabilia | #56MANTLE | 1956 Mickey Mantle Card | 9,000 | 12/20/2019 |
Memorabilia | #88JORDAN | 1988 Air Jordan III Sneakers | 20,000 | 12/20/2019 |
Memorabilia | #AGHOWL | First Edition Howl and Other Poems | 15,500 | 12/20/2019 |
Memorabilia | #ROOSEVELT | First Edition African Game Trails | 17,000 | 12/20/2019 |
Memorabilia | #ULYSSES | 1935 First Edition Ulysses | 22,000 | 12/20/2019 |
Memorabilia | #YOKO | First Edition Grapefruit | 12,500 | 12/20/2019 |
Memorabilia | #BIRKINBOR | 2015 Hermès Bordeaux Birkin | 50,000 | 12/20/2019 |
Memorabilia | #HIMALAYA | 2014 Hermès Himalaya Birkin | 130,000 | 12/20/2019 |
Memorabilia | #SPIDER1 | 1963 Amazing Spider-Man #1 | 20,000 | 12/20/2019 |
Memorabilia | #BATMAN3 | 1940 Batman #3 | 75,000 | 12/20/2019 |
Total |
|
| $ 1,560,000 |
|
From time to time the Manager, affiliates of the Manager or third-parties may make non-interest-bearing payments or loans to the Company to acquire an Underlying Asset prior to the Closing of an Offering for the respective Series. In such cases, the respective Series would repay any such non-interest-bearing payments or loans plus accrued interest, as the case may be, used to acquire its respective Underlying Asset with proceeds generated from the Closing of the Offering for Interests of such Series. No Series will have any obligation to repay a loan incurred by the Company to purchase an Underlying Asset for another Series.
See the subsection of “Liquidity and Capital Resources” of “Note A” to the Company’s financial statements for additional information.
Trend Information
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Completed, Launched and Qualified, but not Launched Offerings
The Company has completed, launched and qualified, but not launched the following number of Offerings.
| # of Offerings Launched | # of Offerings Closed | # Qualified but not launched |
2016 - 2017 | 3 | 1 | 2 |
2018 | 17 | 16 | 11 |
2019 | 22 | 25 | 42 |
Note: data represents number Offerings for Series Interests of each state of Offering process in the given year.
The Company has sold the following Underlying Assets:
| # of Underlying Assets Sold |
2016 - 2017 | 0 |
2018 | 0 |
2019 | 3 |
Planned Offerings and Other Operations
The Company plans to launch the Offerings with their status listed as upcoming in the Master Series Table above as well as additional Offerings in the remainder of 2020. The Company also plans to launch approximately 50 additional Offerings in the next twelve-month period, as of the date of this filing, including Offerings for increasingly higher value Underlying Assets. The proceeds from any Offerings closed during the next twelve months will be used to acquire the Underlying Asset of each Series for which an Offering has closed. We believe that launching a larger number of Offerings in 2020 and beyond will help us from a number of perspectives:
1)Continue to grow the user base on the Platform by attracting more Investors into our ecosystem.
2)Enable the Company to reduce operating expenses for each Series, as we negotiate better contracts for storage, insurance and other operating expenses with a larger collection of Underlying Assets.
3)Attract a larger community of Asset Sellers with high quality Underlying Assets to the Platform who may view us as a more efficient method of transacting than the traditional auction or dealership processes.
In addition to more Offerings, we also intend to continue to develop Membership Experience Programs, which allow Investors to enjoy the collection of assets acquired and managed by the Company through Membership Experience Programs. The initial testing of such Membership Experience Programs commenced in early 2019, with the opening of the Manager’s showroom in New York and the launch of the Asset Manger’s online merchandise shopping experience, but no revenues directly attributable to the Company or any Series have been generated by such programs. We expect to develop additional Membership Experience Programs throughout the remainder of 2020 and beyond, including one additional showroom location in the next year, as of the date of this filing. We believe that expanding the Membership Experience Programs in 2020 and beyond will help us from a number of perspectives:
1)Serve as an additional avenue to attract users to the Platform and to engage the existing users and Investors.
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2)Start to generate revenues for the Series from the Underlying Assets used in the Membership Experience Programs, which we anticipate will enable the Underlying Assets to generate revenues for the Series to cover, in whole or in part, the ongoing post-Closing operating expenses.
We do not anticipate generating enough revenues in fiscal year 2020 from Membership Experience Programs, or otherwise, to cover all the operating expenses for any of the existing Series, or any other Series of Interests for which Offerings are expected to close in fiscal year 2020.
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Item 3. Directors, Executive Officers, and Significant Employees
The following individuals constitute the Board of Directors, executive management and significant employees of the Manager:
Name | Age | Position | Term of Office (Beginning) |
Christopher J. Bruno | 39 | Chief Executive Officer, Director | 05/2016 |
Robert A. Petrozzo | 37 | Chief Product Officer | 06/2016 |
Maximilian F. Niederste-Ostholt | 40 | Chief Financial Officer | 08/2016 |
Vincent DiDonato | 42 | Chief Technology Officer | 10/2019 |
Greg Bettinelli | 47 | Director | 07/2018 |
Joshua Silberstein | 44 | Director | 10/2016 |
Arun Sundararajan | 48 | Director | 10/2016 |
Background of Officers and Directors of the Manager
The following is a brief summary of the background of each director and executive officer of the Manager:
Christopher J. Bruno, Chief Executive Officer
Chris is co-founder of the Company’s Manager and has been its CEO since the Company’s Managers inception. He is a serial entrepreneur who has developed several online platform businesses. In 2013, Chris co-founded Network of One, a data-driven content investment platform focused on the YouTube market where he worked until 2016. Prior to Network of One, Chris co-founded Healthguru, a leading health information video platform on the web (acquired by Propel Media, Inc., OTC BB: PROM) where he worked from 2005 to 2013. Chris graduatedmagna cum laude with Honors from Williams College with a degree in Economics and received his MBA,beta gamma sigma, from the NYU Stern School of Business with a specialization in Finance and Entrepreneurship.
Robert A. Petrozzo, Chief Product Officer
Rob is co-founder of the Company’s Manager and has been its Chief Product Officer since the Company’s Managers inception. He is a designer and creative thinker who has led the development of multiple award-winning technology platforms in both the software and hardware arenas. For the past decade, he has specialized in the product design space having created authoring components, architected the front-end of distribution platforms, and designed interactive content platforms for both consumers & enterprises. In his most recent role, he led the UX & UI effort at computer vision & robotics startup KeyMe, building interactive products from the ground up and deploying both mobile & kiosk-based software nationwide. Rob worked at KeyMe from 2014 to 2016. Rob received his degree in User-Centered Design with a peripheral curriculum in User Psychology from the University of Philadelphia.
Maximilian F. Niederste-Ostholt, Chief Financial Officer
Max is co-founder of the Company’s Manager and has been its Chief Financial Officer since the Company’s Managers inception. He previously spent 9 years in the finance industry, working in the investment banking divisions of Lehman Brothers from 2007 to 2008 and Barclays from 2008 to 2016. At both firms he was a member of the healthcare investment banking group, most recently as Director focused on M&A and financing
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transactions in the Healthcare IT and Health Insurance spaces. Max has supported the execution of over $100 billion of financing and M&A transactions across various sectors of the healthcare space including buy-side and sell-side M&A assignments and financings across high grade and high yield debt, equities and convertible financings. Work performed on these transactions included amongst other aspects, valuation, contract negotiations, capital raising support and general transaction execution activities. Max graduated from Williams College with a Bachelor of Arts in Computer Science and Economics and received Master of Business Administration,beta gamma sigma, from NYU’s Stern School of Business.
Vincent A. DiDonato, Chief Technology Officer
Vincent has been the Chief Technology Officer of the Asset Manager since December 2019, after joining the Asset Manager in May 2019. He brings more than 20 years of technology & web application development experience with a focus on SaaS-based B2C and B2B platforms. Most recently, Vincent was VP of Engineering at Splash, where he helped build and lead a global engineering team. Prior to Splash, Vincent spent over five years working as SiteCompli's VP of Technology & Engineering where he oversaw the direction and execution of SiteCompli's technology strategy as well as managed onshore and offshore software engineering operations. Vincent’s previous roles include director and engineering capacities with American Express and NYC & Company, where he led, architected and implemented multi-million-dollar product and platform launches.
Greg Bettinelli, Director
Greg has over 20 years of experience in the Internet and e-commerce industries. In 2013 he joined the venture capital firm Upfront Ventures as a Partner and is focused on investments in businesses at the intersection of retail and technology. One of Greg's most notable investments, Ring, was acquired by Amazon for $1 billion in 2018. Greg holds a BA in Political Science from the University of San Diego and an MBA from Pepperdine University's Graziadio School of Business and Management.
Joshua Silberstein, Director
Joshua is a seasoned operator and entrepreneur with more than 15 years of experience successfully building companies - as a founder, investor, board member, and CEO. In the past several years, Joshua has taken an active role with more than a dozen companies (with approximately $3 million to $47 million in revenue) - both in operating roles (Interim President, Chief Strategy Officer) and in an advisory capacity (to support a capital raise or lead an M&A transaction). Joshua has a BS in Economics from the Wharton School,summa cum laude and an MBA from Columbia University,beta gamma sigma.
Arun Sundararajan, Director
Arun is Professor and the Robert L. and Dale Atkins Rosen Faculty Fellow at New York University’s (NYU) Stern School of Business, and an affiliated faculty member at many of NYU’s interdisciplinary research centers, including the Center for Data Science and the Center for Urban Science and Progress. He joined the NYU Stern faculty in 1998. Arun holds a Ph.D. in Business Administration and an M.S. in Management Science from the University of Rochester, and a B. Tech. in Electrical Engineering from the Indian Institute of Technology, Madras.
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Compensation of Executive Officers
We do not currently have any employees, nor do we currently intend to hire any employees who will be compensated directly by the Company. Each of the executive officers of the Manager manage our day-to-day affairs, oversee the review, selection and recommendation of investment opportunities, service acquired investments and monitor the performance of these investments to ensure that they are consistent with our investment objectives. Each of these individuals receives compensation for his or her services, including services performed for us on behalf of the Manager. Although we will indirectly bear some of the costs of the compensation paid to these individuals, through fees we pay to the Manager, we do not intend to pay any compensation directly to these individuals.
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Item 4. Security Ownership of Management and Certain Security holders
The Company is managed by the Manager. At the Closing of each Offering, the Manager or an affiliate will own at least 2% of the Interests acquired on the same terms as the other Investors. The address of the Manager is 250 Lafayette Street, 2nd Floor, New York, NY 10012.
As of December 31, 2019, the securities of the Company are beneficially owned as follows:
Title of class | Closing Date | Total Interests Offered | Interest Owned by Manager (1) (2) | Total Offering Value | Interest Issued to Asset Seller (3) |
Interest - Series #77LE1 (4) | 4/13/2017 | 2,000 | 201 / 10% | $77,700 | 0 / 0% |
Interest - Series #69BM1 | 2/7/2018 | 2,000 | 217 / 11% | $115,000 | 0 / 0% |
Interest - Series #85FT1 | 2/15/2018 | 2,000 | 210 / 11% | $165,000 | 0 / 0% |
Interest - Series #88LJ1 | 4/12/2018 | 2,000 | 214 / 11% | $135,000 | 0 / 0% |
Interest - Series #55PS1 | 6/6/2018 | 2,000 | 478 / 24% | $425,000 | 0 / 0% |
Interest - Series #95BL1 | 7/12/2018 | 2,000 | 53 / 3% | $118,500 | 0 / 0% |
Interest - Series #89PS1 | 7/31/2018 | 2,000 | 40 / 2% | $165,000 | 1200 / 60% |
Interest - Series #90FM1 | 7/31/2018 | 2,000 | 50 / 3% | $16,500 | 300 / 15% |
Interest - Series #83FB1 | 9/5/2018 | 5,000 | 207 / 4% | $350,000 | 0 / 0% |
Interest - Series #98DV1 | 10/10/2018 | 2,000 | 51 / 3% | $130,000 | 0 / 0% |
Interest - Series #93XJ1 | 11/6/2018 | 5,000 | 317 / 6% | $495,000 | 0 / 0% |
Interest - Series #02AX1 | 11/30/2018 | 2,000 | 61 / 3% | $108,000 | 0 / 0% |
Interest - Series #99LE1 | 12/4/2018 | 2,000 | 58 / 3% | $69,500 | 0 / 0% |
Interest - Series #91MV1 | 12/7/2018 | 2,000 | 41 / 2% | $38,000 | 0 / 0% |
Interest - Series #92LD1 | 12/26/2018 | 3,000 | 1576 / 53% | $165,000 | 0 / 0% |
Interest - Series #94DV1 | 12/26/2018 | 2,000 | 493 / 25% | $57,500 | 0 / 0% |
Interest - Series #72MC1 | 1/4/2019 | 2,000 | 50 / 3% | $124,500 | 675 / 34% |
Interest - Series #06FG1 | 1/8/2019 | 5,000 | 194 / 4% | $320,000 | 0 / 0% |
Interest - Series #11BM1 | 1/25/2019 | 2,000 | 855 / 43% | $84,000 | 0 / 0% |
Interest - Series #80LC1 | 2/8/2019 | 5,000 | 116 / 2% | $635,000 | 259 / 5% |
Interest - Series #02BZ1 | 2/8/2019 | 3,000 | 1235 / 41% | $195,000 | 0 / 0% |
Interest - Series #88BM1 | 2/25/2019 | 3,000 | 1321 / 44% | $141,000 | 0 / 0% |
Interest - Series #63CC1 | 3/18/2019 | 2,000 | 63 / 3% | $126,000 | 0 / 0% |
Interest - Series #76PT1 | 3/22/2019 | 3,000 | 94 / 3% | $189,900 | 0 / 0% |
Interest - Series #75RA1 | 4/9/2019 | 3,000 | 210 / 7% | $84,000 | 0 / 0% |
Interest - Series #65AG1 | 4/16/2019 | 2,000 | 117 / 6% | $178,500 | 0 / 0% |
Interest - Series #93FS1 | 4/22/2019 | 2,000 | 43 / 2% | $137,500 | 0 / 0% |
Interest - Series #61JE1 | 4/26/2019 | 3,000 | 553 / 18% | $246,000 | 0 / 0% |
Interest - Series #90MM1 | 4/26/2019 | 5,000 | 100 / 2% | $26,600 | 0 / 0% |
Interest - Series #65FM1 | 7/18/2019 | 2,000 | 44 / 2% | $82,500 | 0 / 0% |
Interest - Series #88PT1 | 7/18/2019 | 2,200 | 64 / 3% | $66,000 | 0 / 0% |
Interest - Series #94LD1 | 8/6/2019 | 5,000 | 372 / 7% | $597,500 | 0 / 0% |
Interest - Series #99SS1 | 9/11/2019 | 1,000 | 50 / 5% | $137,500 | 0 / 0% |
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Interest - Series #94FS1 | 9/17/2019 | 2,000 | 100 / 5% | $145,000 | 0 / 0% |
Interest - Series #61MG1 | 9/30/2019 | 5,000 | 787 / 16% | $340,000 | 0 / 0% |
Interest - Series #92CC1 | 10/2/2019 | 2,000 | 40 / 2% | $52,500 | 0 / 0% |
Interest - Series #89FT1 | 10/11/2019 | 4,000 | 400 / 10% | $180,000 | 0 / 0% |
Interest - Series #80PN1 | 11/6/2019 | 5,000 | 250 / 5% | $48,000 | 0 / 0% |
Interest - Series #89FG2 | 11/14/2019 | 1,700 | 69 / 4% | $127,500 | 0 / 0% |
Interest - Series #88LL1 | 12/8/2019 | 2,000 | 528 / 26% | $292,000 | 0 / 0% |
Interest - Series #82AV1 | Q2 2020 or Q3 2020 | 1 | 1 / 100% | $297,500 | 0 / 0% |
Interest - Series #03SS1 | Q2 2020 or Q3 2020 | 1 | 1 / 100% | $375,000 | 0 / 0% |
Interest - Series #72FG2 | Q2 2020 or Q3 2020 | 1 | 1 / 100% | $295,000 | 0 / 0% |
Interest - Series #95FF1 | Q2 2020 or Q3 2020 | 1 | 1 / 100% | $120,000 | 0 / 0% |
Interest - Series #72FG1 | Q2 2020 or Q3 2020 | 1 | 1 / 100% | $345,000 | 0 / 0% |
Interest - Series #82AB1 | Q2 2020 or Q3 2020 | 1 | 1 / 100% | $129,500 | 0 / 0% |
Interest - Series #99FG1 | Q2 2020 or Q3 2020 | 1 | 1 / 100% | $145,750 | 0 / 0% |
Interest - Series #12MM1 | Q2 2020 or Q3 2020 | 1 | 1 / 100% | $125,000 | 0 / 0% |
Interest - Series #91DP1 | Q2 2020 or Q3 2020 | 1 | 1 / 100% | $397,500 | 0 / 0% |
Interest - Series #89FG1 | Q2 2020 or Q3 2020 | 1 | 1 / 100% | $110,000 | 0 / 0% |
Interest - Series #66AV1 | Q2 2020 or Q3 2020 | 1 | 1 / 100% | $485,000 | 0 / 0% |
Interest - Series #55MG1 | Q2 2020 or Q3 2020 | 1 | 1 / 100% | $1,250,000 | 0 / 0% |
Interest - Series #65PT1 | Q2 2020 or Q3 2020 | 1 | 1 / 100% | $135,000 | 0 / 0% |
Interest - Series #73FD1 | Q2 2020 or Q3 2020 | 1 | 1 / 100% | $285,000 | 0 / 0% |
Interest - Series #76FG1 | Q2 2020 or Q3 2020 | 1 | 1 / 100% | $185,000 | 0 / 0% |
Interest - Series #89NG1 | Q2 2020 or Q3 2020 | 1 | 1 / 100% | $80,000 | 0 / 0% |
Interest - Series #90FF1 | Q2 2020 or Q3 2020 | 1 | 1 / 100% | $1,230,000 | 0 / 0% |
Interest - Series #95BE1 | Q2 2020 or Q3 2020 | 1 | 1 / 100% | $850,000 | 0 / 0% |
Interest - Series #99LD1 | Q2 2020 or Q3 2020 | 1 | 1 / 100% | $345,000 | 0 / 0% |
Interest - Series #67FG1 | Q2 2020 or Q3 2020 | 1 | 1 / 100% | $625,000 | 0 / 0% |
Interest - Series #67CC1 | Q2 2020 or Q3 2020 | 1 | 1 / 100% | $200,000 | 0 / 0% |
Interest - Series #64AD1 | Q2 2020 or Q3 2020 | 1 | 1 / 100% | $945,000 | 0 / 0% |
Interest - Series #95FM1 | Q2 2020 or Q3 2020 | 1 | 1 / 100% | $460,000 | 0 / 0% |
Interest - Series #91GS1 | Q2 2020 or Q3 2020 | 1 | 1 / 100% | $43,450 | 0 / 0% |
Interest - Series #87FF1 | Q2 2020 or Q3 2020 | 1 | 1 / 100% | $129,800 | 0 / 0% |
Interest - Series #67FS1 | Q2 2020 or Q3 2020 | 1 | 1 / 100% | $195,000 | 0 / 0% |
Interest - Series #72PT1 | Q2 2020 or Q3 2020 | 1 | 1 / 100% | $220,000 | 0 / 0% |
Interest - Series #08TR1 | Q2 2020 or Q3 2020 | 1 | 1 / 100% | $100,000 | 0 / 0% |
Interest - Series #63PT1 | Q2 2020 or Q3 2020 | 1 | 1 / 100% | $140,000 | 0 / 0% |
Interest - Series #61JC1 | Q2 2020 or Q3 2020 | 1 | 1 / 100% | $195,000 | 0 / 0% |
Interest - Series #55MS1 | Q2 2020 or Q3 2020 | 1 | 1 / 100% | $195,000 | 0 / 0% |
Interest - Series #67MS1 | Q2 2020 or Q3 2020 | 1 | 1 / 100% | $160,000 | 0 / 0% |
Interest - Series #94BE1 | Q2 2020 or Q3 2020 | 1 | 1 / 100% | $1,000,000 | 0 / 0% |
Interest - Series #99FF1 | Q2 2020 or Q3 2020 | 1 | 1 / 100% | $125,000 | 0 / 0% |
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Interest - Series #79PT1 | Q2 2020 or Q3 2020 | 1 | 1 / 100% | $155,000 | 0 / 0% |
Interest - Series #69PN1 | Q2 2020 or Q3 2020 | 1 | 1 / 100% | $95,000 | 0 / 0% |
Interest - Series #68CC1 | Q2 2020 or Q3 2020 | 1 | 1 / 100% | $135,000 | 0 / 0% |
Interest - Series #90FT1 | Q2 2020 or Q3 2020 | 1 | 1 / 100% | $82,500 | 0 / 0% |
Interest - Series #78MM1 | Q2 2020 or Q3 2020 | 1 | 1 / 100% | $97,500 | 0 / 0% |
Interest - Series #81DD1 | Q2 2020 or Q3 2020 | 1 | 1 / 100% | $72,000 | 0 / 0% |
Interest - Series #98AX1 | Q2 2020 or Q3 2020 | 1 | 1 / 100% | $110,000 | 0 / 0% |
Interest - Series #08MS1 | Q2 2020 or Q3 2020 | 1 | 1 / 100% | $320,000 | 0 / 0% |
Interest - Series #11FG1 | Q2 2020 or Q3 2020 | 1 | 1 / 100% | $570,000 | 0 / 0% |
Interest - Series #06FG2 | Q2 2020 or Q3 2020 | 1 | 1 / 100% | $390,000 | 0 / 0% |
Interest - Series #91JX1 | Q2 2020 or Q3 2020 | 1 | 1 / 100% | $1,550,000 | 0 / 0% |
Note: Table does not include any Offerings or anticipated Offerings for which the Underlying Asset has been sold.
(1)RSE Markets, Inc. is the beneficial owner of these Interests.
(2)Upon the designation of the Series, RSE Markets, Inc. became the initial member holding 100% of the Interest in the Series. Upon the Closing of the Offering, RSE Markets, Inc. must own at least 2%.
(3)Interests in Series issued to Asset Seller at Closing of Offering as part of total purchase consideration.
(4)Interests in Series #77LE1 were issued under Rule 506(c) of Regulation D and were thus not qualified under the Company’s Offering Circular (as amended). All other Interests in Series of the Company were issued under Tier 2 of Regulation A+.
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Item 5. Related Party Transactions
Individual officers of the Manager have made loans listed in the table below to the Company to facilitate the purchase of an asset prior to the Closing of a Series’ Offering. Each of the loans and related interest were repaid through proceeds of the Offering associated with a Series. Once a Series repaid the Company and other parties, such as the Manager and the broker, from the proceeds of a closed Offering, the Underlying Assets were transferred to the related Series and no Series bears the economic effects of any loan made to purchase any other Underlying Asset.
Related Party Transactions: Officer and Affiliate Loans | |||||||
Loan | Series | Principal | Accrued Interest | Status | Loan Date | Annual Interest Rate | Offering Closed Date |
Loan 1 | #77LE1 | $69,400 | $241 | Repaid from proceeds | 10/3/2016 | 0.66% | 4/13/2017 |
Loan 2 | 69BM1 | 97,395 | 821 | Repaid from proceeds | 10/31/2016 | 0.66% | 2/9/2018 |
Loan 4 | #85FT1 | 47,500 | 401 | Repaid from proceeds | 6/1/2017 | 1.18% | 2/16/2018 |
Loan 3 | #88LJ1 | 119,676 | 1,126 | Repaid from proceeds | 11/23/2016 | 0.68% | 4/12/2018 |
Loan 5 | #55PS1 | 20,000 | 228 | Repaid from proceeds | 7/1/2017 | 1.22% | 6/6/2018 |
Loan 6 | #55PS1 | 100,000 | 550 | Repaid from proceeds | 2/15/2018 | 1.81% | 6/6/2018 |
Loan 7 | #93XJ1 | 25,000 | 336 | Repaid from proceeds | 3/2/2018 | 1.96% | 11/7/2018 |
Loan 8 | #95BL1 | 10,000 | 60 | Repaid from proceeds | 3/30/2018 | 1.96% | 7/12/2018 |
Loan 9 | #93XJ1 | 145,000 | 4,767 | Repaid from proceeds | 3/2/2018 | 10.00% | 7/1/2018 |
Loan 10 | 98DV1 | 80,000 | 513 | Repaid from proceeds | 6/28/2018 | 2.34% | 10/6/2018 |
Loan 11 | #02AX1 | 100,000 | 481 | Repaid from proceeds | 9/21/2018 | 2.51% | 11/30/2018 |
Loan 12 | #99LE1 | 62,100 | 243 | Repaid from proceeds | 10/9/2018 | 2.55% | 12/4/2018 |
Additional |
| 1,900 | - | Repaid additional amount outstanding | 6/6/2018 | ||
Amounts repaid as of 12/31/2018 | $(877,971) | $(9,767) |
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|
| |
Balance 12/31/2018 | $- | $- |
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|
Note: $1,900 additional loan not related to a specific Underlying Asset, originally intended for additional acquisitions, but repaid.
Note: Principal not including $205,000 and accrued interest not including $309 related to the J.J. Best third-party loan.
The Company had repaid all outstanding related-party obligations as December 31, 2019 and has not incurred any additional related-party obligations since. The Company intends to repay any future related-party loans plus accrued interest upon completion of the applicable Offerings for Series Interests.
68
Item 6. Other Significant Information
69
Item 7. Financial Statements for the Fiscal Years EndED December 31, 2019 and 2018
CONTENTS
PAGE
RSE COLLECTION, LLC AND VARIOUS SERIES:
Years Ended December 31, 2019 and 2018 Audited Consolidated Financial Statements
Report of Independent Registered Public Accounting FirmF-1
Consolidated Balance SheetsF-2
Consolidated Statements of OperationsF-14
Consolidated Statements of Members’ Equity F-26
Consolidated Statements of Cash FlowsF-30
Notes to Consolidated Financial StatementsF-42
70
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Members of
RSE Collection, LLC
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of RSE Collection, LLC (the "Company") on a consolidated basis and for each listed Series as of December 31, 2019 and 2018, and the related consolidated statements of operations, members' equity, and cash flows for the Company on a consolidated basis and for each listed Series for each of the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company and each listed Series as of December 31, 2019 and 2018, and the consolidated results of operations and cash flows for the Company and each listed Series for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company and each listed Series will continue as a going concern. As discussed in Note A to the financial statements, the Company's and each listed Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern. Management's plans in regard to these matters are also described in Note A. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
As discussed in Note J to the financial statements the December 31, 2018 financial statements have been restated to correct an error.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's and each listed Series’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company and each listed Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company and each listed Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's or each listed Series internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ EisnerAmper LLP
We have served as the Company's auditor since 2017.
EISNERAMPER LLP
New York, New York
April 29, 2020
F-1
RSE COLLECTION, LLC
Consolidated Balance Sheets as of December 31, 2019
| Series #69BM1 | Series #85FT1 | Series #88LJ1 | Series #55PS1 | Series #95BL1 |
Assets |
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|
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|
|
Current Assets |
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|
|
|
|
Cash and Cash Equivalents | $4,149 | $- | $- | $2,214 | $1,000 |
Pre-paid Insurance | 104 | 130 | 120 | 384 | 95 |
Total Current Assets | 4,253 | 130 | 120 | 2,598 | 1,095 |
Other Assets |
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|
|
|
Collectible Automobiles - Deposits | - | - | - | - | - |
Collectible Automobiles - Owned | 106,266 | 175,826 | 132,382 | 408,386 | 114,541 |
TOTAL ASSETS | $110,519 | $175,956 | $132,502 | $410,984 | $115,636 |
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LIABILITIES AND MEMBERS' EQUITY |
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Liabilities |
|
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|
Current Liabilities |
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|
|
|
Accounts Payable | $479 | $479 | $479 | $479 | $479 |
Income Taxes Payable | - | - | - | - | - |
Due to the Manager for Insurance | - | - | - | - | - |
Due to the Manager or its Affiliates | - | - | - | - | - |
Total Liabilities | 479 | 479 | 479 | 479 | 479 |
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|
|
|
|
Membership Contributions | 111,236 | 163,883 | 133,508 | 422,131 | 116,742 |
Capital Contribution for Operating Expenses | 7,569 | 9,630 | 8,861 | 9,346 | 5,805 |
Capital Contribution for loss at Offering close | - | 12,344 | - | 3,357 | 444 |
Distribution to RSE Collection | (821) | (401) | (1,126) | (14,889) | (1,645) |
Retained Earnings / (Accumulated Deficit) | (7,944) | (9,979) | (9,220) | (9,440) | (6,189) |
Members' Equity | 110,040 | 175,477 | 132,023 | 410,505 | 115,157 |
TOTAL LIABILITIES AND MEMBERS' EQUITY | $110,519 | $175,956 | $132,502 | $410,984 | $115,636 |
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See accompanying notes, which are an integral part of these financial statements.
F-2
RSE COLLECTION, LLC
Consolidated Balance Sheets as of December 31, 2019
| Series #89PS1 | Series #90FM1 | Series #83FB1 | Series #98DV1 | Series #06FS1 |
Assets |
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|
|
|
|
Current Assets |
|
|
|
|
|
Cash and Cash Equivalents | $1,271 | $485 | $2,485 | $2,500 | $9,152 |
Pre-paid Insurance | 131 | 16 | 272 | 101 | - |
Total Current Assets | 1,402 | 501 | 2,757 | 2,601 | 9,152 |
Other Assets |
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|
|
|
|
Collectible Automobiles - Deposits | - | - | - | - | - |
Collectible Automobiles - Owned | 160,000 | 14,786 | 332,806 | 122,544 | - |
TOTAL ASSETS | $161,402 | $15,287 | $335,563 | $125,145 | $9,152 |
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|
LIABILITIES AND MEMBERS' EQUITY |
|
|
|
|
|
Liabilities |
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
Accounts Payable | $304 | $304 | $479 | $479 | $- |
Income Taxes Payable | - | - | - | - | 6,746 |
Due to the Manager for Insurance | - | - | - | - | - |
Due to the Manager or its Affiliates | - | - | - | - | 2,406 |
Total Liabilities | 304 | 304 | 479 | 479 | 9,152 |
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|
|
|
|
|
Membership Contributions | 161,521 | 15,446 | 335,691 | 125,757 | - |
Capital Contribution for Operating Expenses | 4,975 | 4,920 | 6,888 | 4,878 | - |
Capital Contribution for loss at Offering close | - | - | - | - | - |
Distribution to RSE Collection | (250) | (175) | (400) | (713) | - |
Retained Earnings / (Accumulated Deficit) | (5,148) | (5,208) | (7,095) | (5,256) | - |
Members' Equity | 161,098 | 14,983 | 335,084 | 124,666 | - |
TOTAL LIABILITIES AND MEMBERS' EQUITY | $161,402 | $15,287 | $335,563 | $125,145 | $9,152 |
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|
|
|
|
See accompanying notes, which are an integral part of these financial statements.
F-3
RSE COLLECTION, LLC
Consolidated Balance Sheets as of December 31, 2019
| Series #93XJ1 | Series #02AX1 | Series #99LE1 | Series #91MV1 | Series #92LD1 |
Assets |
|
|
|
|
|
Current Assets |
|
|
|
|
|
Cash and Cash Equivalents | $1,485 | $1,985 | $1,985 | $984 | $1,853 |
Pre-paid Insurance | 499 | 84 | 50 | 26 | 117 |
Total Current Assets | 1,984 | 2,069 | 2,035 | 1,011 | 1,970 |
Other Assets |
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|
|
|
|
Collectible Automobiles - Deposits | - | - | - | - | - |
Collectible Automobiles - Owned | 488,586 | 101,786 | 64,271 | 35,437 | 157,902 |
TOTAL ASSETS | $490,570 | $103,855 | $66,306 | $36,448 | $159,872 |
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|
LIABILITIES AND MEMBERS' EQUITY |
|
|
|
|
|
Liabilities |
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
Accounts Payable | $- | $479 | $479 | $479 | $304 |
Income Taxes Payable | - | - | - | - | - |
Due to the Manager for Insurance | - | - | - | - | - |
Due to the Manager or its Affiliates | - | - | - | - | - |
Total Liabilities | - | 479 | 479 | 479 | 304 |
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|
|
|
|
|
Membership Contributions | 487,801 | 104,452 | 66,699 | 36,621 | 160,430 |
Capital Contribution for Operating Expenses | 3,942 | 3,884 | 4,020 | 3,851 | 4,398 |
Capital Contribution for loss at Offering close | 7,373 | - | - | - | - |
Distribution to RSE Collection | (5,103) | (681) | (443) | (200) | - |
Retained Earnings / (Accumulated Deficit) | (3,443) | (4,279) | (4,449) | (4,303) | (5,260) |
Members' Equity | 490,570 | 103,376 | 65,827 | 35,969 | 159,568 |
TOTAL LIABILITIES AND MEMBERS' EQUITY | $490,570 | $103,855 | $66,306 | $36,448 | $159,872 |
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|
|
See accompanying notes, which are an integral part of these financial statements.
F-4
RSE COLLECTION, LLC
Consolidated Balance Sheets as of December 31, 2019
| Series #94DV1 | Series #00FM1 | Series #72MC1 | Series #06FG1 | Series #11BM1 |
Assets |
|
|
|
|
|
Current Assets |
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|
|
|
|
Cash and Cash Equivalents | $1,984 | $3,760 | $4,989 | $2,500 | $2,000 |
Pre-paid Insurance | 20 | - | - | 112 | - |
Total Current Assets | 2,004 | 3,760 | 4,989 | 2,612 | 2,000 |
Other Assets |
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|
|
|
|
Collectible Automobiles - Deposits | - | - | - | - | - |
Collectible Automobiles - Owned | 52,787 | - | 115,562 | 309,286 | 79,786 |
TOTAL ASSETS | $54,791 | $3,760 | $120,551 | $311,898 | $81,786 |
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|
LIABILITIES AND MEMBERS' EQUITY |
|
|
|
|
|
Liabilities |
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
Accounts Payable | $304 | $- | $304 | $304 | $304 |
Income Taxes Payable | - | 2,711 | - | - | - |
Due to the Manager for Insurance | - | - | 3 | - | - |
Due to the Manager or its Affiliates | - | 1,049 | - | - | - |
Total Liabilities | 304 | 3,760 | 307 | 304 | 304 |
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|
Membership Contributions | 54,771 | - | 120,551 | 312,086 | 82,286 |
Capital Contribution for Operating Expenses | 4,076 | - | 3,977 | 4,772 | 3,253 |
Capital Contribution for loss at Offering close | - | - | - | - | - |
Distribution to RSE Collection | - | - | - | (300) | (500) |
Retained Earnings / (Accumulated Deficit) | (4,360) | - | (4,284) | (4,964) | (3,557) |
Members' Equity | 54,487 | - | 120,244 | 311,594 | 81,482 |
TOTAL LIABILITIES AND MEMBERS' EQUITY | $54,791 | $3,760 | $120,551 | $311,898 | $81,786 |
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|
|
|
|
See accompanying notes, which are an integral part of these financial statements.
F-5
RSE COLLECTION, LLC
Consolidated Balance Sheets as of December 31, 2019
| Series #80LC1 | Series #02BZ1 | Series #88BM1 | Series #63CC1 | Series #76PT1 |
Assets |
|
|
|
|
|
Current Assets |
|
|
|
|
|
Cash and Cash Equivalents | $3,504 | $3,000 | $2,000 | $1,999 | $1,999 |
Pre-paid Insurance | 495 | 141 | 103 | 90 | 11 |
Total Current Assets | 3,999 | 3,141 | 2,103 | 2,089 | 2,010 |
Other Assets |
|
|
|
|
|
Collectible Automobiles - Deposits | - | - | - | - | - |
Collectible Automobiles - Owned | 612,439 | 186,301 | 136,465 | 120,286 | 182,802 |
TOTAL ASSETS | $616,438 | $189,442 | $138,568 | $122,375 | $184,812 |
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|
LIABILITIES AND MEMBERS' EQUITY |
|
|
|
|
|
Liabilities |
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
Accounts Payable | $304 | $304 | $304 | $304 | $304 |
Income Taxes Payable | - | - | - | - | - |
Due to the Manager for Insurance | - | - | - | - | - |
Due to the Manager or its Affiliates | - | - | - | - | - |
Total Liabilities | 304 | 304 | 304 | 304 | 304 |
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|
|
|
|
|
Membership Contributions | 616,716 | 189,601 | 138,765 | 122,586 | 185,301 |
Capital Contribution for Operating Expenses | 4,409 | 4,551 | 3,620 | 3,442 | 3,376 |
Capital Contribution for loss at Offering close | - | - | - | - | - |
Distribution to RSE Collection | (774) | (300) | (300) | (300) | (500) |
Retained Earnings / (Accumulated Deficit) | (4,217) | (4,714) | (3,821) | (3,657) | (3,669) |
Members' Equity | 616,134 | 189,138 | 138,264 | 122,071 | 184,508 |
TOTAL LIABILITIES AND MEMBERS' EQUITY | $616,438 | $189,442 | $138,568 | $122,375 | $184,812 |
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|
|
|
|
|
See accompanying notes, which are an integral part of these financial statements.
F-6
RSE COLLECTION, LLC
Consolidated Balance Sheets as of December 31, 2019
| Series #75RA1 | Series #65AG1 | Series #93FS1 | Series #90MM1 | Series #61JE1 |
Assets |
|
|
|
|
|
Current Assets |
|
|
|
|
|
Cash and Cash Equivalents | $2,649 | $3,700 | $3,050 | $1,799 | $2,898 |
Pre-paid Insurance | - | 11 | - | - | - |
Total Current Assets | 2,649 | 3,711 | 3,050 | 1,799 | 2,898 |
Other Assets |
|
|
|
|
|
Collectible Automobiles - Deposits | - | - | - | - | - |
Collectible Automobiles - Owned | 75,903 | 170,286 | 131,136 | 23,187 | 235,388 |
TOTAL ASSETS | $78,552 | $173,997 | $134,186 | $24,986 | $238,286 |
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|
LIABILITIES AND MEMBERS' EQUITY |
|
|
|
|
|
Liabilities |
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
Accounts Payable | $304 | $479 | $304 | $304 | $304 |
Income Taxes Payable | - | - | - | - | - |
Due to the Manager for Insurance | 23 | - | 16 | 7 | 7 |
Due to the Manager or its Affiliates | - | - | - | - | - |
Total Liabilities | 327 | 479 | 320 | 311 | 311 |
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|
Membership Contributions | 79,052 | 173,986 | 134,186 | 24,986 | 238,636 |
Capital Contribution for Operating Expenses | 3,086 | 2,917 | 1,210 | 872 | 2,737 |
Capital Contribution for loss at Offering close | - | - | - | - | - |
Distribution to RSE Collection | (500) | - | - | - | (350) |
Retained Earnings / (Accumulated Deficit) | (3,413) | (3,385) | (1,530) | (1,183) | (3,048) |
Members' Equity | 78,225 | 173,518 | 133,866 | 24,675 | 237,975 |
TOTAL LIABILITIES AND MEMBERS' EQUITY | $78,552 | $173,997 | $134,186 | $24,986 | $238,286 |
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|
See accompanying notes, which are an integral part of these financial statements.
F-7
RSE COLLECTION, LLC
Consolidated Balance Sheets as of December 31, 2019
| Series #65FM1 | Series #88PT1 | Series #94LD1 | Series #99SS1 | Series #94FS1 |
Assets |
|
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|
|
|
Current Assets |
|
|
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|
|
Cash and Cash Equivalents | $2,300 | $4,439 | $4,550 | $3,064 | $2,962 |
Pre-paid Insurance | 10 | - | 201 | 17 | 38 |
Total Current Assets | 2,310 | 4,439 | 4,751 | 3,081 | 3,000 |
Other Assets |
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|
|
|
Collectible Automobiles - Deposits | - | - | - | - | - |
Collectible Automobiles - Owned | 75,997 | 62,780 | 572,236 | 129,227 | 138,482 |
TOTAL ASSETS | $78,307 | $67,219 | $576,987 | $132,308 | $141,482 |
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LIABILITIES AND MEMBERS' EQUITY |
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|
|
|
|
Liabilities |
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
Accounts Payable | $304 | $304 | $479 | $479 | $304 |
Income Taxes Payable | - | - | - | - | - |
Due to the Manager for Insurance | - | 19 | - | - | - |
Due to the Manager or its Affiliates | - | - | - | - | - |
Total Liabilities | 304 | 323 | 479 | 479 | 304 |
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|
|
Membership Contributions | 79,297 | 65,005 | 577,286 | 133,279 | 141,794 |
Capital Contribution for Operating Expenses | 2,403 | 999 | 2,319 | 1,150 | 604 |
Capital Contribution for loss at Offering close | - | 2,214 | - | - | - |
Distribution to RSE Collection | (1,000) | - | (500) | (988) | (350) |
Retained Earnings / (Accumulated Deficit) | (2,697) | (1,322) | (2,597) | (1,612) | (870) |
Members' Equity | 78,003 | 66,896 | 576,508 | 131,829 | 141,178 |
TOTAL LIABILITIES AND MEMBERS' EQUITY | $78,307 | $67,219 | $576,987 | $132,308 | $141,482 |
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|
|
See accompanying notes, which are an integral part of these financial statements.
F-8
RSE COLLECTION, LLC
Consolidated Balance Sheets as of December 31, 2019
| Series #61MG1 | Series #92CC1 | Series #89FT1 | Series #80PN1 | Series #89FG2 | Series #88LL1 | Consolidated |
Assets |
|
|
|
|
|
|
|
Current Assets |
|
|
|
|
|
|
|
Cash and Cash Equivalents | $4,197 | $2,412 | $1,714 | $3,662 | $3,288 | $5,789 | $114,536 |
Pre-paid Insurance | - | 12 | - | - | 7 | 77 | 3,982 |
Total Current Assets | 4,197 | 2,424 | 1,714 | 3,662 | 3,295 | 5,866 | 118,518 |
Other Assets |
|
|
|
|
|
|
|
Collectible Automobiles - Deposits | - | - | - | - | - | - | 616,000 |
Collectible Automobiles - Owned | 325,590 | 46,188 | 175,136 | 47,388 | 119,562 | 277,511 | 7,546,553 |
TOTAL ASSETS | $329,787 | $48,612 | $176,850 | $51,050 | $122,857 | $283,377 | $8,281,071 |
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|
LIABILITIES AND MEMBERS' EQUITY |
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
|
Accounts Payable | $304 | $304 | $417 | $273 | $232 | $106 | $16,752 |
Income Taxes Payable | - | - | - | - | - | - | 9,457 |
Due to the Manager for Insurance | 84 | - | 76 | 2 | - | - | 406 |
Due to the Manager or its Affiliates | - | - | - | - | - | - | 1,280,433 |
Total Liabilities | 388 | 304 | 493 | 275 | 232 | 106 | 1,307,048 |
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|
Membership Contributions | 330,287 | 48,600 | 176,850 | 47,020 | 123,550 | 283,775 | 6,995,378 |
Capital Contribution for Operating Expenses | 1,288 | 351 | 1,429 | 212 | 236 | 1,349 | 250,769 |
Capital Contribution for loss at Offering close | - | - | 400 | 4,030 | - | - | 44,272 |
Distribution to RSE Collection | (500) | - | (400) | - | (700) | (475) | - |
Retained Earnings / (Accumulated Deficit) | (1,676) | (643) | (1,922) | (487) | (461) | (1,378) | (316,397) |
Members' Equity | 329,399 | 48,308 | 176,357 | 50,775 | 122,625 | 283,271 | 6,974,022 |
TOTAL LIABILITIES AND MEMBERS' EQUITY | $329,787 | $48,612 | $176,850 | $51,050 | $122,857 | $283,377 | $8,281,071 |
|
|
|
|
|
|
|
|
See accompanying notes, which are an integral part of these financial statements.
F-9
RSE COLLECTION, LLC
Consolidated Balance Sheets as of December 31, 2018
| Series #69BM1 | Series #85FT1 | Series #88LJ1 | Series #55PS1 |
Assets |
|
|
|
|
Current Assets |
|
|
|
|
Cash and Cash Equivalents | $4,149 | $- | $- | $2,500 |
Pre-paid Insurance | 71 | 101 | 85 | 283 |
Total Current Assets | 4,220 | 101 | 85 | 2,783 |
Other Assets |
|
|
|
|
Collectible Automobiles - Deposits | - | - | - | - |
Collectible Automobiles - Owned | 106,266 | 175,826 | 132,382 | 408,100 |
TOTAL ASSETS | $110,486 | $175,927 | $132,467 | $410,883 |
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|
LIABILITIES AND MEMBERS EQUITY / (DEFICIT) |
|
|
|
|
Liabilities |
|
|
|
|
Current Liabilities |
|
|
|
|
Accounts Payable | $100 | $100 | $- | $- |
Insurance Payable | - | - | - | - |
Accrued Interest | - | - | - | - |
Due to the Manager or its Affiliates | - | - | - | - |
Debt | - | - | - | - |
Total Current Liabilities | 100 | 100 | - | - |
Total Liabilities | 100 | 100 | - | - |
|
|
|
|
|
Membership Contributions | 111,236 | 163,883 | 133,508 | 422,132 |
Capital Contribution | 3,444 | 16,518 | 2,953 | 7,320 |
Distribution to RSE Collection | (821) | (401) | (1,126) | (14,889) |
Contribution to Series | - | - | - | - |
Accumulated Deficit | (3,473) | (4,173) | (2,868) | (3,680) |
Members' Equity | 110,386 | 175,827 | 132,467 | 410,883 |
TOTAL LIABILITIES AND EQUITY | $110,486 | $175,927 | $132,467 | $410,883 |
|
|
|
|
|
See accompanying notes, which are an integral part of these financial statements.
F-10
RSE COLLECTION, LLC
Consolidated Balance Sheets as of December 31, 2018
| Series #95BL1 | Series #89PS1 | Series #90FM1 | Series #83FB1 |
Assets |
|
|
|
|
Current Assets |
|
|
|
|
Cash and Cash Equivalents | $1,000 | $1,271 | $771 | $2,771 |
Pre-paid Insurance | 74 | 101 | 12 | 207 |
Total Current Assets | 1,074 | 1,372 | 783 | 2,978 |
Other Assets |
|
|
|
|
Collectible Automobiles - Deposits | - | - | - | - |
Collectible Automobiles - Owned | 114,541 | 160,000 | 14,500 | 332,520 |
TOTAL ASSETS | $115,615 | $161,372 | $15,283 | $335,498 |
|
|
|
|
|
LIABILITIES AND MEMBERS EQUITY / (DEFICIT) |
|
|
|
|
Liabilities |
|
|
|
|
Current Liabilities |
|
|
|
|
Accounts Payable | $- | $- | $- | $- |
Insurance Payable | - | - | - | - |
Accrued Interest | - | - | - | - |
Due to the Manager or its Affiliates | - | - | - | - |
Debt | - | - | - | - |
Total Current Liabilities | - | - | - | - |
Total Liabilities | - | - | - | - |
|
|
|
|
|
Membership Contributions | 116,741 | 161,521 | 15,446 | 335,691 |
Capital Contribution | 2,287 | 891 | 1,188 | 2,038 |
Distribution to RSE Collection | (1,645) | (250) | (175) | (400) |
Contribution to Series | - | - | - | - |
Accumulated Deficit | (1,768) | (790) | (1,176) | (1,831) |
Members' Equity | 115,615 | 161,372 | 15,283 | 335,498 |
TOTAL LIABILITIES AND EQUITY | $115,615 | $161,372 | $15,283 | $335,498 |
|
|
|
|
|
See accompanying notes, which are an integral part of these financial statements.
F-11
RSE COLLECTION, LLC
Consolidated Balance Sheets as of December 31, 2018
Series #98DV1 | Series #06FS1 | Series #93XJ1 | Series #02AX1 | |
Assets |
|
|
|
|
Current Assets |
|
|
|
|
Cash and Cash Equivalents | $2,500 | $2,771 | $1,771 | $2,271 |
Pre-paid Insurance | 77 | 118 | 293 | 64 |
Total Current Assets | 2,577 | 2,889 | 2,064 | 2,335 |
Other Assets |
|
|
|
|
Collectible Automobiles - Deposits | - | - | - | - |
Collectible Automobiles - Owned | 122,544 | 192,500 | 488,300 | 101,500 |
TOTAL ASSETS | $125,121 | $195,389 | $490,364 | $103,835 |
|
|
|
|
|
LIABILITIES AND MEMBERS EQUITY / (DEFICIT) |
|
|
|
|
Liabilities |
|
|
|
|
Current Liabilities |
|
|
|
|
Accounts Payable | $- | $- | $- | $- |
Insurance Payable | - | - | - | - |
Accrued Interest | - | - | - | - |
Due to the Manager or its Affiliates | - | - | - | - |
Debt | - | - | - | - |
Total Current Liabilities | - | - | - | - |
Total Liabilities | - | - | - | - |
|
|
|
|
|
Membership Contributions | 125,757 | 195,271 | 487,801 | 104,452 |
Capital Contribution | 876 | 997 | 8,206 | 467 |
Distribution to RSE Collection | (713) | - | (5,103) | (681) |
Contribution to Series | - | - | - | - |
Accumulated Deficit | (799) | (879) | (540) | (403) |
Members' Equity | 125,121 | 195,389 | 490,364 | 103,835 |
TOTAL LIABILITIES AND EQUITY | $125,121 | $195,389 | $490,364 | $103,835 |
|
|
|
|
|
See accompanying notes, which are an integral part of these financial statements.
F-12
RSE COLLECTION, LLC
Consolidated Balance Sheets as of December 31, 2018
Series #99LE1 | Series #91MV1 | Series #92LD1 | Series #94DV1 | Consolidated | |
Assets |
|
|
|
|
|
Current Assets |
|
|
|
|
|
Cash and Cash Equivalents | $2,271 | $1,271 | $2,771 | $2,271 | $56,787 |
Pre-paid Insurance | 34 | 19 | 86 | - | 2,306 |
Total Current Assets | 2,305 | 1,290 | 2,857 | 2,271 | 59,093 |
Other Assets |
|
|
|
|
|
Collectible Automobiles - Deposits | - | - | - | - | 736,431 |
Collectible Automobiles - Owned | 63,985 | 35,150 | 157,659 | 52,500 | 4,648,349 |
TOTAL ASSETS | $66,290 | $36,440 | $160,516 | $54,771 | $5,443,873 |
|
|
|
|
|
|
LIABILITIES AND MEMBERS EQUITY / (DEFICIT) |
|
|
|
|
|
Liabilities |
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
Accounts Payable | $- | $- | $- | $- | $300 |
Insurance Payable | - | - | - | 39 | 912 |
Accrued Interest | - | - | - | - | - |
Due to the Manager or its Affiliates | - | - | - | - | 2,658,883 |
Debt | - | - | - | - | - |
Total Current Liabilities | - | - | - | 39 | 2,660,095 |
Total Liabilities | - | - | - | 39 | 2,660,095 |
|
|
|
|
|
|
Membership Contributions | 66,699 | 36,621 | 160,430 | 54,771 | 2,765,168 |
Capital Contribution | 249 | 202 | 109 | 40 | 123,917 |
Distribution to RSE Collection | (443) | (200) | - | - | - |
Contribution to Series | - | - | - | - | - |
Accumulated Deficit | (215) | (183) | (23) | (79) | (105,307) |
Members' Equity | 66,290 | 36,440 | 160,516 | 54,732 | 2,783,778 |
TOTAL LIABILITIES AND EQUITY | $66,290 | $36,440 | $160,516 | $54,771 | $5,443,873 |
|
|
|
|
|
|
See accompanying notes, which are an integral part of these financial statements.
F-13
RSE COLLECTION, LLC
Consolidated Statements of Operations
Year Ended December 31, 2019
| Series #69BM1 | Series #85FT1 | Series #88LJ1 | Series #55PS1 | Series #95BL1 |
Operating Expenses |
|
|
|
|
|
Storage | $2,279 | $2,279 | $2,279 | $2,279 | $2,279 |
Transportation | 500 | 1,700 | 2,300 | 500 | 500 |
Insurance | 492 | 627 | 573 | 1,784 | 442 |
Professional Fees | 1,200 | 1,200 | 1,200 | 1,200 | 1,200 |
Marketing Expense | - | - | - | - | - |
Total Operating Expenses | 4,471 | 5,806 | 6,352 | 5,763 | 4,421 |
Operating Loss | (4,471) | (5,806) | (6,352) | (5,763) | (4,421) |
Other Expenses |
|
|
|
|
|
Interest Expense and Financing Fees | - | - | - | - | - |
Other Income |
|
|
|
|
|
Gain on Sale | - | - | - | - | - |
Loss on Sale | - | - | - | - | - |
Income / (Loss) Before Income Taxes | (4,471) | (5,806) | (6,352) | (5,763) | (4,421) |
Provision for Income Taxes | - | - | - | - | - |
Net Income / (Loss) | $(4,471) | $(5,806) | $(6,352) | $(5,763) | $(4,421) |
|
|
|
|
|
|
Basic and Diluted Income / (Loss) per Membership Interest | $(2.24) | $(2.90) | $(3.18) | $(2.88) | $(2.21) |
Weighted Average Membership Interest | 2000 | 2000 | 2000 | 2000 | 2000 |
See accompanying notes, which are an integral part of these financial statements.
F-14
RSE COLLECTION, LLC
Consolidated Statements of Operations
Year Ended December 31, 2019
| Series #89PS1 | Series #90FM1 | Series #83FB1 | Series #98DV1 | Series #06FS1 |
Operating Expenses |
|
|
|
|
|
Storage | $654 | $2,479 | $2,279 | $2,279 | $600 |
Transportation | 1,850 | 279 | 500 | 500 | - |
Insurance | 654 | 74 | 1,285 | 478 | 247 |
Professional Fees | 1,200 | 1,200 | 1,200 | 1,200 | 419 |
Marketing Expense | - | - | - | - | - |
Total Operating Expenses | 4,358 | 4,032 | 5,264 | 4,457 | 1,266 |
Operating Loss | (4,358) | (4,032) | (5,264) | (4,457) | (1,266) |
Other Expenses |
|
|
|
|
|
Interest Expense and Financing Fees | - | - | - | - | - |
Other Income |
|
|
|
|
|
Gain on Sale | - | - | - | - | (34,714) |
Loss on Sale | - | - | - | - | - |
Income / (Loss) Before Income Taxes | (4,358) | (4,032) | (5,264) | (4,457) | 33,448 |
Provision for Income Taxes | - | - | - | - | 6,746 |
Net Income / (Loss) | $(4,358) | $(4,032) | $(5,264) | $(4,457) | $26,702 |
|
|
|
|
|
|
Basic and Diluted Income / (Loss) per Membership Interest | $(2.18) | $(2.02) | $(1.05) | $(2.23) | $5.34 |
Weighted Average Membership Interest | 2000 | 2000 | 5000 | 2000 | 5000 |
See accompanying notes, which are an integral part of these financial statements.
F-15
RSE COLLECTION, LLC
Consolidated Statements of Operations
Year Ended December 31, 2019
| Series #93XJ1 | Series #02AX1 | Series #99LE1 | Series #91MV1 | Series #92LD1 |
Operating Expenses |
|
|
|
|
|
Storage | $- | $2,279 | $2,279 | $2,279 | $2,479 |
Transportation | - | - | 500 | 500 | 278 |
Insurance | 1,704 | 397 | 256 | 141 | 605 |
Professional Fees | 1,200 | 1,200 | 1,200 | 1,200 | 1,200 |
Marketing Expense | - | - | - | - | 675 |
Total Operating Expenses | 2,904 | 3,876 | 4,235 | 4,120 | 5,237 |
Operating Loss | (2,904) | (3,876) | (4,235) | (4,120) | (5,237) |
Other Expenses |
|
|
|
|
|
Interest Expense and Financing Fees | - | - | - | - | - |
Other Income |
|
|
|
|
|
Gain on Sale | - | - | - | - | - |
Loss on Sale | - | - | - | - | - |
Income / (Loss) Before Income Taxes | (2,904) | (3,876) | (4,235) | (4,120) | (5,237) |
Provision for Income Taxes | - | - | - | - | - |
Net Income / (Loss) | $(2,904) | $(3,876) | $(4,235) | $(4,120) | $(5,237) |
|
|
|
|
|
|
Basic and Diluted Income / (Loss) per Membership Interest | $(0.58) | $(1.94) | $(2.12) | $(2.06) | $(1.75) |
Weighted Average Membership Interest | 5000 | 2000 | 2000 | 2000 | 3000 |
See accompanying notes, which are an integral part of these financial statements.
F-16
RSE COLLECTION, LLC
Consolidated Statements of Operations
Year Ended December 31, 2019
| Series #94DV1 | Series #00FM1 | Series #72MC1 | Series #06FG1 | Series #11BM1 |
Operating Expenses |
|
|
|
|
|
Storage | $2,479 | $645 | $2,377 | $2,104 | $1,879 |
Transportation | 390 | - | 278 | 390 | 279 |
Insurance | 212 | 77 | 445 | 1,299 | 283 |
Professional Fees | 1,200 | 335 | 1,184 | 1,171 | 1,116 |
Marketing Expense | - | - | - | - | - |
Total Operating Expenses | 4,281 | 1,057 | 4,284 | 4,964 | 3,557 |
Operating Loss | (4,281) | (1,057) | (4,284) | (4,964) | (3,557) |
Other Expenses |
|
|
|
|
|
Interest Expense and Financing Fees | - | - | - | - | - |
Other Income |
|
|
|
|
|
Gain on Sale | - | (14,438) | - | - | - |
Loss on Sale | - | - | - | - | - |
Income / (Loss) Before Income Taxes | (4,281) | 13,381 | (4,284) | (4,964) | (3,557) |
Provision for Income Taxes | - | 2,711 | - | - | - |
Net Income / (Loss) | $(4,281) | $10,670 | $(4,284) | $(4,964) | $(3,557) |
|
|
|
|
|
|
Basic and Diluted Income / (Loss) per Membership Interest | $(2.14) | $5.33 | $(2.14) | $(0.99) | $(1.78) |
Weighted Average Membership Interest | 2000 | 2000 | 2000 | 5000 | 2000 |
See accompanying notes, which are an integral part of these financial statements.
F-17
RSE COLLECTION, LLC
Consolidated Statements of Operations
Year Ended December 31, 2019
See accompanying notes, which are an integral part of these financial statements.
F-17
RSE COLLECTION, LLC
Consolidated Statements of Operations
Year Ended December 31, 2019
| Series #80LC1 | Series #02BZ1 | Series #88BM1 | Series #63CC1 | Series #76PT1 |
Operating Expenses |
|
|
|
|
|
Storage | $654 | $2,240 | $2,103 | $1,973 | $1,944 |
Transportation | 350 | 779 | 279 | 390 | 279 |
Insurance | 2,152 | 635 | 439 | 352 | 517 |
Professional Fees | 1,061 | 1,060 | 1,000 | 942 | 929 |
Marketing Expense | - | - | - | - | - |
Total Operating Expenses | 4,217 | 4,714 | 3,821 | 3,657 | 3,669 |
Operating Loss | (4,217) | (4,714) | (3,821) | (3,657) | (3,669) |
Other Expenses |
|
|
|
|
|
Interest Expense and Financing Fees | - | - | - | - | - |
Other Income |
|
|
|
|
|
Gain on Sale | - | - | - | - | - |
Loss on Sale | - | - | - | - | - |
Income / (Loss) Before Income Taxes | (4,217) | (4,714) | (3,821) | (3,657) | (3,669) |
Provision for Income Taxes | - | - | - | - | - |
Net Income / (Loss) | $(4,217) | $(4,714) | $(3,821) | $(3,657) | $(3,669) |
|
|
|
|
|
|
Basic and Diluted Income / (Loss) per Membership Interest | $(0.84) | $(1.57) | $(1.27) | $(1.83) | $(1.22) |
Weighted Average Membership Interest | 5000 | 3000 | 3000 | 2000 | 3000 |
See accompanying notes, which are an integral part of these financial statements.
F-18
RSE COLLECTION, LLC
Consolidated Statements of Operations
Year Ended December 31, 2019
| Series #75RA1 | Series #65AG1 | Series #93FS1 | Series #90MM1 | Series #61JE1 |
Operating Expenses |
|
|
|
|
|
Storage | $1,902 | $1,572 | $304 | $304 | $1,377 |
Transportation | 390 | 500 | - | - | 224 |
Insurance | 234 | 466 | 400 | 66 | 632 |
Professional Fees | 887 | 847 | 826 | 813 | 813 |
Marketing Expense | - | - | - | - | - |
Total Operating Expenses | 3,413 | 3,385 | 1,530 | 1,183 | 3,048 |
Operating Loss | (3,413) | (3,385) | (1,530) | (1,183) | (3,048) |
Other Expenses |
|
|
|
|
|
Interest Expense and Financing Fees | - | - | - | - | - |
Other Income |
|
|
|
|
|
Gain on Sale | - | - | - | - | - |
Loss on Sale | - | - | - | - | - |
Income / (Loss) Before Income Taxes | (3,413) | (3,385) | (1,530) | (1,183) | (3,048) |
Provision for Income Taxes | - | - | - | - | - |
Net Income / (Loss) | $(3,413) | $(3,385) | $(1,530) | $(1,183) | $(3,048) |
|
|
|
|
|
|
Basic and Diluted Income / (Loss) per Membership Interest | $(1.14) | $(1.69) | $(0.77) | $(0.24) | $(1.02) |
Weighted Average Membership Interest | 3000 | 2000 | 2000 | 5000 | 3000 |
See accompanying notes, which are an integral part of these financial statements.
F-19
RSE COLLECTION, LLC
Consolidated Statements of Operations
Year Ended December 31, 2019
See accompanying notes, which are an integral part of these financial statements.
F-19
RSE COLLECTION, LLC
Consolidated Statements of Operations
Year Ended December 31, 2019
| Series #65FM1 | Series #88PT1 | Series #94LD1 | Series #99SS1 | Series #94FS1 |
Operating Expenses |
|
|
|
|
|
Storage | $2,041 | $654 | $479 | $599 | $374 |
Transportation | - | - | 850 | 500 | - |
Insurance | 130 | 142 | 826 | 153 | 156 |
Professional Fees | 526 | 526 | 442 | 360 | 340 |
Marketing Expense | - | - | - | - | - |
Total Operating Expenses | 2,697 | 1,322 | 2,597 | 1,612 | 870 |
Operating Loss | (2,697) | (1,322) | (2,597) | (1,612) | (870) |
Other Expenses |
|
|
|
|
|
Interest Expense and Financing Fees | - | - | - | - | - |
Other Income |
|
|
|
|
|
Gain on Sale | - | - | - | - | - |
Loss on Sale | - | - | - | - | - |
Income / (Loss) Before Income Taxes | (2,697) | (1,322) | (2,597) | (1,612) | (870) |
Provision for Income Taxes | - | - | - | - | - |
Net Income / (Loss) | $(2,697) | $(1,322) | $(2,597) | $(1,612) | $(870) |
|
|
|
|
|
|
Basic and Diluted Income / (Loss) per Membership Interest | $(1.35) | $(0.60) | $(0.52) | $(1.61) | $(0.44) |
Weighted Average Membership Interest | 2000 | 2200 | 5000 | 1000 | 2000 |
See accompanying notes, which are an integral part of these financial statements.
F-20
RSE COLLECTION, LLC
Consolidated Statements of Operations
Year Ended December 31, 2019
See accompanying notes, which are an integral part of these financial statements.
F-20
RSE COLLECTION, LLC
Consolidated Statements of Operations
Year Ended December 31, 2019
| Series #61MG1 | Series #92CC1 | Series #89FT1 | Series #80PN1 | Series #89FG2 | Series #88LL1 | Consolidated |
Operating Expenses |
|
|
|
|
|
|
|
Storage | $554 | $304 | $417 | $273 | $232 | $106 | $74,124 |
Transportation | 390 | - | 1,000 | - | - | 1,100 | 39,049 |
Insurance | 432 | 46 | 240 | 34 | 76 | 101 | 27,343 |
Professional Fees | 300 | 293 | 265 | 180 | 153 | 71 | 36,060 |
Marketing Expense | - | - | - | - | - | - | 10,160 |
Total Operating Expenses | 1,676 | 643 | 1,922 | 487 | 461 | 1,378 | 186,736 |
Operating Loss | (1,676) | (643) | (1,922) | (487) | (461) | (1,378) | (186,736) |
Other Expenses |
|
|
|
|
|
|
|
Interest Expense and Financing Fees | - | - | - | - | - | - | 411 |
Other Income |
|
|
|
|
|
|
|
Gain on Sale | - | - | - | - | - | - | (49,152) |
Loss on Sale | - | - | - | - | - | - | 27,150 |
Income / (Loss) Before Income Taxes | (1,676) | (643) | (1,922) | (487) | (461) | (1,378) | (165,145) |
Provision for Income Taxes | - | - | - | - | - | - | 9,457 |
Net Income / (Loss) | $(1,676) | $(643) | $(1,922) | $(487) | $(461) | $(1,378) | $(174,602) |
|
|
|
|
|
|
|
|
Basic and Diluted Income / (Loss) per Membership Interest | $(0.34) | $(0.32) | $(0.48) | $(0.10) | $(0.27) | $(0.69) |
|
Weighted Average Membership Interest | 5000 | 2000 | 4000 | 5000 | 1700 | 2000 |
|
See accompanying notes, which are an integral part of these financial statements.
F-21
RSE COLLECTION, LLC
Consolidated Statement of Operations
Year Ended December 31, 2018
| Series #69BM1 | Series #85FT1 | Series #88LJ1 | Series #55PS1 |
Operating Expenses |
|
|
|
|
Storage | $1,636 | $1,586 | $1,260 | $805 |
Transportation | - | 160 | - | 200 |
Insurance | 837 | 1,327 | 808 | 1,975 |
Maintenance | - | - | - | - |
Professional Fees | 1,000 | 1,000 | 800 | 700 |
Marketing Expense | - | 100 | - | - |
Total Operating Expenses | 3,473 | 4,173 | 2,868 | 3,680 |
Operating Loss | (3,473) | (4,173) | (2,868) | (3,680) |
Other Expenses |
|
|
|
|
Interest Expense and Financing Fees | - | - | - | - |
Purchase Option Expense | - | - | - | - |
Total Expenses | 3,473 | 4,173 | 2,868 | 3,680 |
Net Loss | $(3,473) | $(4,173) | $(2,868) | $(3,680) |
|
|
|
|
|
Basic and Diluted (Loss) per Membership Interest | ($1.74) | ($2.09) | ($1.43) | ($1.84) |
Weighted Average Membership Interests | 2000 | 2000 | 2000 | 2000 |
See accompanying notes, which are an integral part of these financial statements.
F-22
RSE COLLECTION, LLC
Consolidated Statement of Operations
Year Ended December 31, 2018
| Series #95BL1 | Series #89PS1 | Series #90FM1 | Series #83FB1 |
Operating Expenses |
|
|
|
|
Storage | $776 | $- | $620 | $340 |
Transportation | - | - | - | - |
Insurance | 431 | 290 | 56 | 1,108 |
Maintenance | - | - | - | - |
Professional Fees | 561 | 500 | 500 | 383 |
Marketing Expense | - | - | - | - |
Total Operating Expenses | 1,768 | 790 | 1,176 | 1,831 |
Operating Loss | (1,768) | (790) | (1,176) | (1,831) |
Other Expenses |
|
|
|
|
Interest Expense and Financing Fees | - | - | - | - |
Purchase Option Expense | - | - | - | - |
Total Expenses | 1,768 | 790 | 1,176 | 1,831 |
Net Loss | $(1,768) | $(790) | $(1,176) | $(1,831) |
|
|
|
|
|
Basic and Diluted (Loss) per Membership Interest | ($0.88) | ($0.40) | ($0.59) | ($0.37) |
Weighted Average Membership Interests | 2000 | 2000 | 2000 | 5000 |
See accompanying notes, which are an integral part of these financial statements.
F-23
RSE COLLECTION, LLC
Consolidated Statement of Operations
Year Ended December 31, 2018
See accompanying notes, which are an integral part of these financial statements.
F-23
RSE COLLECTION, LLC
Consolidated Statement of Operations
Year Ended December 31, 2018
Series #98DV1 | Series #06FS1 | Series #93XJ1 | Series #02AX1 | |
Operating Expenses |
|
|
|
|
Storage | $337 | $378 | $- | $125 |
Transportation | - | - | - | - |
Insurance | 198 | 262 | 360 | 178 |
Maintenance | - | - | - | - |
Professional Fees | 264 | 239 | 180 | 100 |
Marketing Expense | - | - | - | - |
Total Operating Expenses | 799 | 879 | 540 | 403 |
Operating Loss | (799) | (879) | (540) | (403) |
Other Expenses |
|
|
|
|
Interest Expense and Financing Fees | - | - | - | - |
Purchase Option Expense | - | - | - | - |
Total Expenses | 799 | 879 | 540 | 403 |
Net Loss | $(799) | $(879) | $(540) | $(403) |
|
|
|
|
|
Basic and Diluted (Loss) per Membership Interest | ($0.40) | ($0.18) | ($0.11) | ($0.20) |
Weighted Average MembershipInterests | 2000 | 5000 | 5000 | 2000 |
See accompanying notes, which are an integral part of these financial statements.
F-24
RSE COLLECTION, LLC
Consolidated Statement of Operations
Year Ended December 31, 2018
See accompanying notes, which are an integral part of these financial statements.
F-24
RSE COLLECTION, LLC
Consolidated Statement of Operations
Year Ended December 31, 2018
| Series #99LE1 | Series #91MV1 | Series #92LD1 | Series #94DV1 | Consolidated |
Operating Expenses |
|
|
|
|
|
Storage | $109 | $97 | $- | $24 | $13,579 |
Transportation | - | - | - | - | 7,720 |
Insurance | 19 | 9 | 7 | 39 | 13,832 |
Maintenance | - | - | - | - | - |
Professional Fees | 87 | 77 | 16 | 16 | 7,623 |
Marketing Expense | - | - | - | - | 3,711 |
Total Operating Expenses | 215 | 183 | 23 | 79 | 46,465 |
Operating Loss | (215) | (183) | (23) | (79) | (46,465) |
Other Expenses |
|
|
|
|
|
Interest Expense and Financing Fees | - | - | - | - | 10,745 |
Purchase Option Expense | - | - | - | - | 7,444 |
Total Expenses | 215 | 183 | 23 | 79 | 64,654 |
Net Loss | $(215) | $(183) | $(23) | $(79) | $(64,654) |
|
|
|
|
|
|
Basic and Diluted (Loss) per Membership Interest | ($0.11) | ($0.09) | ($0.01) | ($0.04) |
|
Weighted Average Membership Interests | 2000 | 2000 | 3000 | 2000 |
|
See accompanying notes, which are an integral part of these financial statements.
F-25
RSE COLLECTION, LLC
Consolidated Statement of Operations
Year Ended December 31, 2018
See accompanying notes, which are an integral part of these financial statements.
F-25
RSE COLLECTION, LLC
Consolidated Statements of Members’ Equity / (Deficit)
Year Ended December 31, 2019
| Series #69BM1 | Series #85FT1 | Series #88LJ1 | Series #55PS1 | Series #95BL1 |
Balance January 1, 2018 | - | - | - | - | - |
Membership Contributions | 111,236 | 163,883 | 133,508 | 422,132 | 116,742 |
Capital Contribution | 3,444 | 16,518 | 2,953 | 7,320 | 2,287 |
Distribution to RSE Collection | (821) | (401) | (1,126) | (14,889) | (1,645) |
Distribution to Series | - | - | - | - | - |
Net loss | (3,473) | (4,173) | (2,868) | (3,678) | (1,768) |
Balance December 31, 2018 | $110,386 | $175,827 | $132,467 | $410,885 | $115,615 |
Distribution | - | - | - | - | - |
Membership Contributions | - | - | - | - | - |
Capital Contribution | 4,125 | 5,456 | 5,908 | 5,383 | 3,963 |
Distribution to RSE Collection | - | - | - | - | - |
Net income/ (loss) | (4,471) | (5,806) | (6,352) | (5,763) | (4,421) |
Balance December 31, 2019 | $110,040 | $175,477 | $132,023 | $410,505 | $115,157 |
|
|
|
|
|
|
| Series #89PS1 | Series #90FM1 | Series #83FB1 | Series #98DV1 | Series #06FS1 |
Balance January 1, 2018 | - | - | - | - | - |
Membership Contributions | 161,521 | 15,446 | 335,691 | 125,757 | 195,271 |
Capital Contribution | 891 | 1,188 | 2,038 | 876 | 997 |
Distribution to RSE Collection | (250) | (175) | (400) | (713) | - |
Distribution to Series | - | - | - | - | - |
Net loss | (790) | (1,176) | (1,831) | (799) | (879) |
Balance December 31, 2018 | $161,372 | $15,283 | $335,498 | $125,121 | $195,389 |
Distribution | - | - | - | - | (230,000) |
Membership Contributions | - | - | - | - | - |
Capital Contribution | 4,084 | 3,732 | 4,850 | 4,002 | 7,909 |
Distribution to RSE Collection | - | - | - | - | - |
Net income/ (loss) | (4,358) | (4,032) | (5,264) | (4,457) | 26,702 |
Balance December 31, 2019 | $161,098 | $14,983 | $335,084 | $124,666 | $- |
|
|
|
|
|
|
See accompanying notes, which are an integral part of these financial statements.
F-26
RSE COLLECTION, LLC
Consolidated Statements of Members’ Equity / (Deficit)
Year Ended December 31, 2019
| Series #93XJ1 | Series #02AX1 | Series #99LE1 | Series #91MV1 | Series #92LD1 |
Balance January 1, 2018 | - | - | - | - | - |
Membership Contributions | 487,801 | 104,452 | 66,699 | 36,621 | 160,430 |
Capital Contribution | 8,206 | 467 | 250 | 202 | 109 |
Distribution to RSE Collection | (5,103) | (681) | (443) | (200) | - |
Distribution to Series | - | - | - | - | - |
Net loss | (539) | (403) | (215) | (183) | (23) |
Balance December 31, 2018 | $490,365 | $103,835 | $66,291 | $36,440 | $160,516 |
Distribution | - | - | - | - | - |
Membership Contributions | - | - | - | - | - |
Capital Contribution | 3,109 | 3,417 | 3,771 | 3,649 | 4,289 |
Distribution to RSE Collection | - | - | - | - | - |
Net income/ (loss) | (2,904) | (3,876) | (4,235) | (4,120) | (5,237) |
Balance December 31, 2019 | $490,570 | $103,376 | $65,827 | $35,969 | $159,568 |
|
|
|
|
|
|
| Series #94DV1 | Series #00FM1 | Series #72MC1 | Series #06FG1 | Series #11BM1 |
Balance January 1, 2018 | - | - | - | - | - |
Membership Contributions | 54,771 | - | - | - | - |
Capital Contribution | 40 | - | - | - | - |
Distribution to RSE Collection | - | - | - | - | - |
Distribution to Series | - | - | - | - | - |
Net loss | (79) | - | - | - | - |
Balance December 31, 2018 | $54,732 | $- | $- | $- | $- |
Distribution | - | (58,240) | - | - | - |
Membership Contributions | - | 47,774 | 120,551 | 312,086 | 82,286 |
Capital Contribution | 4,036 | 8 | 3,977 | 4,772 | 3,253 |
Distribution to RSE Collection | - | (212) | - | (300) | (500) |
Net income/ (loss) | (4,281) | 10,670 | (4,284) | (4,964) | (3,557) |
Balance December 31, 2019 | $54,487 | $- | $120,244 | $311,594 | $81,482 |
|
|
|
|
|
|
See accompanying notes, which are an integral part of these financial statements.
F-27
RSE COLLECTION, LLC
Consolidated Statements of Members’ Equity / (Deficit)
Year Ended December 31, 2019
| Series #80LC1 | Series #02BZ1 | Series #88BM1 | Series #63CC1 | Series #76PT1 |
Balance January 1, 2018 | - | - | - | - | - |
Membership Contributions | - | - | - | - | - |
Capital Contribution | - | - | - | - | - |
Distribution to RSE Collection | - | - | - | - | - |
Distribution to Series | - | - | - | - | - |
Net loss | - | - | - | - | - |
Balance December 31, 2018 | $- | $- | $- | $- | $- |
Distribution | - | - | - | - | - |
Membership Contributions | 616,716 | 189,601 | 138,765 | 122,586 | 185,301 |
Capital Contribution | 4,409 | 4,551 | 3,620 | 3,442 | 3,376 |
Distribution to RSE Collection | (774) | (300) | (300) | (300) | (500) |
Net income/ (loss) | (4,217) | (4,714) | (3,821) | (3,657) | (3,669) |
Balance December 31, 2019 | $616,134 | $189,138 | $138,264 | $122,071 | $184,508 |
|
|
|
|
|
|
| Series #75RA1 | Series #65AG1 | Series #93FS1 | Series #90MM1 | Series #61JE1 |
Balance January 1, 2018 | - | - | - | - | - |
Membership Contributions | - | - | - | - | - |
Capital Contribution | - | - | - | - | - |
Distribution to RSE Collection | - | - | - | - | - |
Distribution to Series | - | - | - | - | - |
Net loss | - | - | - | - | - |
Balance December 31, 2018 | $- | $- | $- | $- | $- |
Distribution | - | - | - | - | - |
Membership Contributions | 79,052 | 173,986 | 134,186 | 24,986 | 238,636 |
Capital Contribution | 3,086 | 2,917 | 1,210 | 872 | 2,737 |
Distribution to RSE Collection | (500) | - | - | - | (350) |
Net income/ (loss) | (3,413) | (3,385) | (1,530) | (1,183) | (3,048) |
Balance December 31, 2019 | $78,225 | $173,518 | $133,866 | $24,675 | $237,975 |
|
|
|
|
|
|
See accompanying notes, which are an integral part of these financial statements.
F-28
RSE COLLECTION, LLC
Consolidated Statements of Members’ Equity / (Deficit)
Year Ended December 31, 2019
See accompanying notes, which are an integral part of these financial statements.
F-28
RSE COLLECTION, LLC
Consolidated Statements of Members’ Equity / (Deficit)
Year Ended December 31, 2019
| Series #65FM1 | Series #88PT1 | Series #94LD1 | Series #99SS1 | Series #94FS1 |
Balance January 1, 2018 | - | - | - | - | - |
Membership Contributions | - | - | - | - | - |
Capital Contribution | - | - | - | - | - |
Distribution to RSE Collection | - | - | - | - | - |
Distribution to Series | - | - | - | - | - |
Net loss | - | - | - | - | - |
Balance December 31, 2018 | $- | $- | $- | $- | $- |
Distribution | - | - | - | - | - |
Membership Contributions | 79,297 | 65,005 | 577,286 | 133,279 | 141,794 |
Capital Contribution | 2,403 | 3,213 | 2,319 | 1,150 | 604 |
Distribution to RSE Collection | (1,000) | - | (500) | (988) | (350) |
Net income/ (loss) | (2,697) | (1,322) | (2,597) | (1,612) | (870) |
Balance December 31, 2019 | $78,003 | $66,896 | $576,508 | $131,829 | $141,178 |
|
|
|
|
|
|
| Series #61MG1 | Series #92CC1 | Series #89FT1 | Series #80PN1 | Series #89FG2 | Series #88LL1 | Consolidated |
Balance January 1, 2018 | - | - | - | - | - | - | 59,814 |
Membership Contributions | - | - | - | - | - | - | 2,691,960 |
Capital Contribution | - | - | - | - | - | - | 96,659 |
Distribution to RSE Collection | - | - | - | - | - | - | - |
Distribution to Series | - | - | - | - | - | - | - |
Net loss | - | - | - | - | - | - | (64,654) |
Balance December 31, 2018 | $- | $- | $- | $- | $- | $- | $2,783,778 |
Distribution | - | - | - | - | - | - | (288,240) |
Membership Contributions | 330,287 | 48,600 | 176,850 | 47,020 | 123,550 | 283,775 | 4,473,256 |
Capital Contribution | 1,288 | 351 | 1,829 | 4,242 | 236 | 1,349 | 179,830 |
Distribution to RSE Collection | (500) | - | (400) | - | (700) | (475) | - |
Net income/ (loss) | (1,676) | (643) | (1,922) | (487) | (461) | (1,378) | (174,602) |
Balance December 31, 2019 | $329,399 | $48,308 | $176,357 | $50,775 | $122,625 | $283,271 | $6,974,022 |
|
|
|
|
|
|
|
|
See accompanying notes, which are an integral part of these financial statements.
F-29
RSE COLLECTION, LLC
Consolidated Statements of Cash Flows
Year Ended December 31, 2019
| Series #69BM1 | Series #85FT1 | Series #88LJ1 | Series #55PS1 | Series #95BL1 |
Cash Flows from Operating Activities: |
|
|
|
|
|
Net (Loss) / Income | $(4,471) | $(5,806) | $(6,352) | $(5,763) | $(4,421) |
Adjustments to reconcile net income / (loss) to net cash provided by operating activities |
|
|
|
|
|
Expenses Paid by Manager and Contributed to the Company / Series | 4,125 | 5,456 | 5,908 | 5,383 | 3,963 |
(Gain) / Loss on Sale of Assets | - | - | - | - | - |
Prepaid Insurance | (33) | (29) | (35) | (99) | (21) |
Due to the Manager for Insurance | - | - | - | - | - |
Income Taxes Payable | - | - | - | - | - |
Accounts Payable | 379 | 379 | 479 | 479 | 479 |
Net cash used in operating activities | - | - | - | - | - |
|
|
|
|
|
|
Cash flow from investing activities: |
|
|
|
|
|
Deposits on classic automobiles | - | - | - | - | - |
Repayment of investments in classic automobiles upon Offering close | - | - | - | - | - |
Investment in classic automobiles | - | - | - | (286) | - |
Proceeds from Sale of Assets | - | - | - | - | - |
Net cash used in investing activities | - | - | - | (286) | - |
|
|
|
|
|
|
Cash flow from financing activities: |
|
|
|
|
|
Proceeds from sale of membership interests | - | - | - | - | - |
Due to the manager and other affiliates | - | - | - | - | - |
Contribution from Series to RSE Collection | - | - | - | - | - |
Contribution by Manager and Company to pay closing expenses | - | - | - | - | - |
Distribution to RSE Collection | - | - | - | - | - |
Distribution of Gain on sale of assets to Shareholders | - | - | - | - | - |
Net cash used in financing activities | - | - | - | - | - |
|
|
|
|
|
|
Net change in cash | - | - | - | (286) | - |
Cash beginning of year | 4,149 | - | - | 2,500 | 1,000 |
Cash end of year | $4,149 | $- | $- | $2,214 | $1,000 |
Supplemental Cash Flow Information: |
|
|
|
|
|
Membership Interests issued to Asset Seller as consideration | - | - | - | - | - |
See accompanying notes, which are an integral part of these financial statements.
F-30
RSE COLLECTION, LLC
Consolidated Statements of Cash Flows
Year Ended December 31, 2019
| Series #89PS1 | Series #90FM1 | Series #83FB1 | Series #98DV1 | Series #06FS1 |
Cash Flows from Operating Activities: |
|
|
|
|
|
Net (Loss) / Income | $(4,358) | $(4,032) | $(5,264) | $(4,457) | $26,702 |
Adjustments to reconcile net income / (loss) to net cash provided by operating activities |
|
|
|
|
|
Expenses Paid by Manager and Contributed to the Company / Series | 4,084 | 3,732 | 4,850 | 4,002 | 7,909 |
(Gain) / Loss on Sale of Assets | - | - | - | - | (34,714) |
Prepaid Insurance | (30) | (4) | (65) | (24) | 118 |
Due to the Manager for Insurance | - | - | - | - | - |
Income Taxes Payable | - | - | - | - | 6,746 |
Accounts Payable | 304 | 304 | 479 | 479 | - |
Net cash used in operating activities | - | - | - | - | 6,761 |
|
|
|
|
|
|
Cash flow from investing activities: |
|
|
|
|
|
Deposits on classic automobiles | - | - | - | - | - |
Repayment of investments in classic automobiles upon Offering close | - | - | - | - | - |
Investment in classic automobiles | - | (286) | (286) | - | (286) |
Proceeds from Sale of Assets | - | - | - | - | 227,500 |
Net cash used in investing activities | - | (286) | (286) | - | 227,214 |
|
|
|
|
|
|
Cash flow from financing activities: |
|
|
|
|
|
Proceeds from sale of membership interests | - | - | - | - | - |
Due to the manager and other affiliates | - | - | - | - | 2,406 |
Contribution from Series to RSE Collection | - | - | - | - | - |
Contribution by Manager and Company to pay closing expenses | - | - | - | - | - |
Distribution to RSE Collection | - | - | - | - | - |
Distribution of Gain on sale of assets to Shareholders | - | - | - | - | (230,000) |
Net cash used in financing activities | - | - | - | - | (227,594) |
|
|
|
|
|
|
Net change in cash | - | (286) | (286) | - | 6,381 |
Cash beginning of year | 1,271 | 771 | 2,771 | 2,500 | 2,771 |
Cash end of year | $1,271 | $485 | $2,485 | $2,500 | $9,152 |
Supplemental Cash Flow Information: |
|
|
|
|
|
Membership Interests issued to Asset Seller as consideration | - | - | - | - | - |
See accompanying notes, which are an integral part of these financial statements.
F-31
RSE COLLECTION, LLC
Consolidated Statements of Cash Flows
Year Ended December 31, 2019
| Series #93XJ1 | Series #02AX1 | Series #99LE1 | Series #91MV1 | Series #92LD1 |
Cash Flows from Operating Activities: |
|
|
|
|
|
Net (Loss) / Income | $(2,904) | $(3,876) | $(4,235) | $(4,120) | $(5,237) |
Adjustments to reconcile net income / (loss) to net cash provided by operating activities |
|
|
|
|
|
Expenses Paid by Manager and Contributed to the Company / Series | 3,109 | 3,417 | 3,771 | 3,649 | 4,289 |
(Gain) / Loss on Sale of Assets | - | - | - | - | - |
Prepaid Insurance | (205) | (20) | (15) | (8) | (31) |
Due to the Manager for Insurance | - | - | - | - | - |
Income Taxes Payable | - | - | - | - | - |
Accounts Payable | - | 479 | 479 | 479 | 304 |
Net cash used in operating activities | - | - | - | - | (675) |
|
|
|
|
|
|
Cash flow from investing activities: |
|
|
|
|
|
Deposits on classic automobiles | - | - | - | - | - |
Repayment of investments in classic automobiles upon Offering close | - | - | - | - | - |
Investment in classic automobiles | (286) | (286) | (286) | (287) | (243) |
Proceeds from Sale of Assets | - | - | - | - | - |
Net cash used in investing activities | (286) | (286) | (286) | (287) | (243) |
|
|
|
|
|
|
Cash flow from financing activities: |
|
|
|
|
|
Proceeds from sale of membership interests | - | - | - | - | - |
Due to the manager and other affiliates | - | - | - | - | - |
Contribution from Series to RSE Collection | - | - | - | - | - |
Contribution by Manager and Company to pay closing expenses | - | - | - | - | - |
Distribution to RSE Collection | - | - | - | - | - |
Distribution of Gain on sale of assets to Shareholders | - | - | - | - | - |
Net cash used in financing activities | - | - | - | - | - |
|
|
|
|
|
|
Net change in cash | (286) | (286) | (286) | (287) | (918) |
Cash beginning of year | 1,771 | 2,271 | 2,271 | 1,271 | 2,771 |
Cash end of year | $1,485 | $1,985 | $1,985 | $984 | $1,853 |
Supplemental Cash Flow Information: |
|
|
|
|
|
Membership Interests issued to Asset Seller as consideration | - | - | - | - | - |
See accompanying notes, which are an integral part of these financial statements.
F-32
RSE COLLECTION, LLC
Consolidated Statements of Cash Flows
Year Ended December 31, 2019
See accompanying notes, which are an integral part of these financial statements.
F-32
RSE COLLECTION, LLC
Consolidated Statements of Cash Flows
Year Ended December 31, 2019
| Series #94DV1 | Series #00FM1 | Series #72MC1 | Series #06FG1 | Series #11BM1 |
Cash Flows from Operating Activities: |
|
|
|
|
|
Net (Loss) / Income | $(4,281) | $10,670 | $(4,284) | $(4,964) | $(3,557) |
Adjustments to reconcile net income / (loss) to net cash provided by operating activities |
|
|
|
|
|
Expenses Paid by Manager and Contributed to the Company / Series | 4,036 | 8 | 3,977 | 4,772 | 3,253 |
(Gain) / Loss on Sale of Assets | - | (14,438) | - | - | - |
Prepaid Insurance | (58) | - | - | (112) | - |
Due to the Manager for Insurance | - | - | 3 | - | - |
Income Taxes Payable | - | 2,711 | - | - | - |
Accounts Payable | 304 | - | 304 | 304 | 304 |
Net cash used in operating activities | - | (1,049) | - | - | - |
|
|
|
|
|
|
Cash flow from investing activities: |
|
|
|
|
|
Deposits on classic automobiles | - | - | - | - | - |
Repayment of investments in classic automobiles upon Offering close | - | - | - | - | - |
Investment in classic automobiles | (287) | (45,562) | (65,762) | (309,286) | (79,786) |
Proceeds from Sale of Assets | - | 60,000 | - | - | - |
Net cash used in investing activities | (287) | 14,438 | (65,762) | (309,286) | (79,786) |
|
|
|
|
|
|
Cash flow from financing activities: |
|
|
|
|
|
Proceeds from sale of membership interests | - | 47,774 | 70,751 | 312,086 | 82,286 |
Due to the manager and other affiliates | - | 1,049 | - | - | - |
Contribution from Series to RSE Collection | - | - | - | - | - |
Contribution by Manager and Company to pay closing expenses | - | - | - | - | - |
Distribution to RSE Collection | - | (212) | - | (300) | (500) |
Distribution of Gain on sale of assets to Shareholders | - | (58,240) | - | - | - |
Net cash used in financing activities | - | (9,629) | 70,751 | 311,786 | 81,786 |
|
|
|
|
|
|
Net change in cash | (287) | 3,760 | 4,989 | 2,500 | 2,000 |
Cash beginning of year | 2,271 | - | - | - | - |
Cash end of year | $1,984 | $3,760 | $4,989 | $2,500 | $2,000 |
Supplemental Cash Flow Information: |
|
|
|
|
|
Membership Interests issued to Asset Seller as consideration | - | - | $49,800 | - | - |
See accompanying notes, which are an integral part of these financial statements.
F-33
RSE COLLECTION, LLC
Consolidated Statements of Cash Flows
Year Ended December 31, 2019
See accompanying notes, which are an integral part of these financial statements.
F-33
RSE COLLECTION, LLC
Consolidated Statements of Cash Flows
Year Ended December 31, 2019
| Series #80LC1 | Series #02BZ1 | Series #88BM1 | Series #63CC1 | Series #76PT1 |
Cash Flows from Operating Activities: |
|
|
|
|
|
Net (Loss) / Income | $(4,217) | $(4,714) | $(3,821) | $(3,657) | $(3,669) |
Adjustments to reconcile net income / (loss) to net cash provided by operating activities |
|
|
|
|
|
Expenses Paid by Manager and Contributed to the Company / Series | 4,409 | 4,551 | 3,620 | 3,442 | 3,376 |
(Gain) / Loss on Sale of Assets | - | - | - | - | - |
Prepaid Insurance | (496) | (141) | (103) | (89) | (11) |
Due to the Manager for Insurance | - | - | - | - | - |
Income Taxes Payable | - | - | - | - | - |
Accounts Payable | 304 | 304 | 304 | 304 | 304 |
Net cash used in operating activities | - | - | - | - | - |
|
|
|
|
|
|
Cash flow from investing activities: |
|
|
|
|
|
Deposits on classic automobiles | - | - | - | - | - |
Repayment of investments in classic automobiles upon Offering close | - | - | - | - | - |
Investment in classic automobiles | (564,814) | (186,301) | (136,465) | (120,286) | (182,802) |
Proceeds from Sale of Assets | - | - | - | - | - |
Net cash used in investing activities | (564,814) | (186,301) | (136,465) | (120,286) | (182,802) |
|
|
|
|
|
|
Cash flow from financing activities: |
|
|
|
|
|
Proceeds from sale of membership interests | 569,091 | 189,601 | 138,765 | 122,586 | 185,301 |
Due to the manager and other affiliates | - | - | - | - | - |
Contribution from Series to RSE Collection | - | - | - | - | - |
Contribution by Manager and Company to pay closing expenses | - | - | - | - | - |
Distribution to RSE Collection | (774) | (300) | (300) | (300) | (500) |
Distribution of Gain on sale of assets to Shareholders | - | - | - | - | - |
Net cash used in financing activities | 568,318 | 189,301 | 138,465 | 122,286 | 184,801 |
|
|
|
|
|
|
Net change in cash | 3,504 | 3,000 | 2,000 | 1,999 | 1,999 |
Cash beginning of year | - | - | - | - | - |
Cash end of year | $3,504 | $3,000 | $2,000 | $1,999 | $1,999 |
Supplemental Cash Flow Information: |
|
|
|
|
|
Membership Interests issued to Asset Seller as consideration | $47,625 | - | - | - | - |
See accompanying notes, which are an integral part of these financial statements.
F-34
RSE COLLECTION, LLC
Consolidated Statements of Cash Flows
Year Ended December 31, 2019
See accompanying notes, which are an integral part of these financial statements.
F-34
RSE COLLECTION, LLC
Consolidated Statements of Cash Flows
Year Ended December 31, 2019
| Series #75RA1 | Series #65AG1 | Series #93FS1 | Series #90MM1 | Series #61JE1 |
Cash Flows from Operating Activities: |
|
|
|
|
|
Net (Loss) / Income | $(3,413) | $(3,385) | $(1,530) | $(1,183) | $(3,048) |
Adjustments to reconcile net income / (loss) to net cash provided by operating activities |
|
|
|
|
|
Expenses Paid by Manager and Contributed to the Company / Series | 3,086 | 2,917 | 1,210 | 872 | 2,737 |
(Gain) / Loss on Sale of Assets | - | - | - | - | - |
Prepaid Insurance | - | (11) | - | - | - |
Due to the Manager for Insurance | 23 | - | 17 | 7 | 7 |
Income Taxes Payable | - | - | - | - | - |
Accounts Payable | 304 | 479 | 304 | 304 | 304 |
Net cash used in operating activities | - | - | - | - | - |
|
|
|
|
|
|
Cash flow from investing activities: |
|
|
|
|
|
Deposits on classic automobiles | - | - | - | - | - |
Repayment of investments in classic automobiles upon Offering close | - | - | - | - | - |
Investment in classic automobiles | (75,903) | (170,286) | (131,136) | (23,187) | (235,388) |
Proceeds from Sale of Assets | - | - | - | - | - |
Net cash used in investing activities | (75,903) | (170,286) | (131,136) | (23,187) | (235,388) |
|
|
|
|
|
|
Cash flow from financing activities: |
|
|
|
|
|
Proceeds from sale of membership interests | 79,052 | 173,986 | 134,186 | 24,986 | 238,636 |
Due to the manager and other affiliates | - | - | - | - | - |
Contribution from Series to RSE Collection | - | - | - | - | - |
Contribution by Manager and Company to pay closing expenses | - | - | - | - | - |
Distribution to RSE Collection | (500) | - | - | - | (350) |
Distribution of Gain on sale of assets to Shareholders | - | - | - | - | - |
Net cash used in financing activities | 78,552 | 173,986 | 134,186 | 24,986 | 238,286 |
|
|
|
|
|
|
Net change in cash | 2,649 | 3,700 | 3,050 | 1,799 | 2,898 |
Cash beginning of year | - | - | - | - | - |
Cash end of year | $2,649 | $3,700 | $3,050 | $1,799 | $2,898 |
Supplemental Cash Flow Information: |
|
|
|
|
|
Membership Interests issued to Asset Seller as consideration | - | - | - | - | - |
See accompanying notes, which are an integral part of these financial statements.
F-35
RSE COLLECTION, LLC
Consolidated Statements of Cash Flows
Year Ended December 31, 2019
See accompanying notes, which are an integral part of these financial statements.
F-35
RSE COLLECTION, LLC
Consolidated Statements of Cash Flows
Year Ended December 31, 2019
| Series #65FM1 | Series #88PT1 | Series #94LD1 | Series #99SS1 | Series #94FS1 |
Cash Flows from Operating Activities: |
|
|
|
|
|
Net (Loss) / Income | $(2,697) | $(1,322) | $(2,597) | $(1,612) | $(870) |
Adjustments to reconcile net income / (loss) to net cash provided by operating activities |
|
|
|
|
|
Expenses Paid by Manager and Contributed to the Company / Series | 2,403 | 999 | 2,319 | 1,150 | 604 |
(Gain) / Loss on Sale of Assets | - | - | - | - | - |
Prepaid Insurance | (10) | - | (201) | (17) | (38) |
Due to the Manager for Insurance | - | 19 | - | - | - |
Income Taxes Payable | - | - | - | - | - |
Accounts Payable | 304 | 304 | 479 | 479 | 304 |
Net cash used in operating activities | - | - | - | - | - |
|
|
|
|
|
|
Cash flow from investing activities: |
|
|
|
|
|
Deposits on classic automobiles | - | - | - | - | - |
Repayment of investments in classic automobiles upon Offering close | - | - | - | - | - |
Investment in classic automobiles | (75,997) | (62,780) | (572,236) | (129,227) | (138,482) |
Proceeds from Sale of Assets | - | - | - | - | - |
Net cash used in investing activities | (75,997) | (62,780) | (572,236) | (129,227) | (138,482) |
|
|
|
|
|
|
Cash flow from financing activities: |
|
|
|
|
|
Proceeds from sale of membership interests | 79,297 | 65,005 | 577,286 | 133,279 | 141,794 |
Due to the manager and other affiliates | - | - | - | - | - |
Contribution from Series to RSE Collection | - | - | - | - | - |
Contribution by Manager and Company to pay closing expenses | - | 2,214 | - | - | - |
Distribution to RSE Collection | (1,000) | - | (500) | (988) | (350) |
Distribution of Gain on sale of assets to Shareholders | - | - | - | - | - |
Net cash used in financing activities | 78,297 | 67,219 | 576,786 | 132,291 | 141,444 |
|
|
|
|
|
|
Net change in cash | 2,300 | 4,439 | 4,550 | 3,064 | 2,962 |
Cash beginning of year | - | - | - | - | - |
Cash end of year | $2,300 | $4,439 | $4,550 | $3,064 | $2,962 |
Supplemental Cash Flow Information: |
|
|
|
|
|
Membership Interests issued to Asset Seller as consideration | - | - | - | - | - |
See accompanying notes, which are an integral part of these financial statements.
F-36
RSE COLLECTION, LLC
Consolidated Statements of Cash Flows
Year Ended December 31, 2019
See accompanying notes, which are an integral part of these financial statements.
F-36
RSE COLLECTION, LLC
Consolidated Statements of Cash Flows
Year Ended December 31, 2019
| Series #61MG1 | Series #92CC1 | Series #89FT1 | Series #80PN1 | Series #89FG2 | Series #88LL1 | Consolidated |
Cash Flows from Operating Activities: |
|
|
|
|
|
|
|
Net (Loss) / Income | $(1,676) | $(643) | $(1,922) | $(487) | $(461) | $(1,378) | $(174,602) |
Adjustments to reconcile net income / (loss) to net cash provided by operating activities |
|
|
|
|
|
|
|
Expenses Paid by Manager and Contributed to the Company / Series | 1,288 | 351 | 1,429 | 212 | 236 | 1,349 | 146,030 |
(Gain) / Loss on Sale of Assets | - | - | - | - | - | - | (22,002) |
Prepaid Insurance | - | (12) | - | - | (7) | (77) | (2,598) |
Due to the Manager for Insurance | 84 | - | 76 | 2 | - | - | 423 |
Income Taxes Payable | - | - | - | - | - | - | 9,457 |
Accounts Payable | 304 | 304 | 417 | 273 | 232 | 106 | 16,452 |
Net cash used in operating activities | - | - | - | - | - | - | (26,840) |
|
|
|
|
|
|
|
|
Cash flow from investing activities: |
|
|
|
|
|
|
|
Deposits on classic automobiles | - | - | - | - | - | - | 120,432 |
Repayment of investments in classic automobiles upon Offering close | - | - | - | - | - | - | - |
Investment in classic automobiles | (325,590) | (46,188) | (175,136) | (47,388) | (119,562) | (277,511) | (3,039,129) |
Proceeds from Sale of Assets | - | - | - | - | - | - | 397,500 |
Net cash used in investing activities | (325,590) | (46,188) | (175,136) | (47,388) | (119,562) | (277,511) | (2,521,197) |
|
|
|
|
|
|
|
|
Cash flow from financing activities: |
|
|
|
|
|
|
|
Proceeds from sale of membership interests | 330,287 | 48,600 | 176,850 | 47,020 | 123,550 | 283,775 | 4,375,831 |
Due to the manager and other affiliates | - | - | - | - | - | - | (1,378,451) |
Contribution from Series to RSE Collection | - | - | - | - | - | - | - |
Contribution by Manager and Company to pay closing expenses | - | - | 400 | 4,030 | - | - | 6,644 |
Distribution to RSE Collection | (500) | - | (400) | - | (700) | (475) | - |
Distribution of Gain on sale of assets to Shareholders | - | - | - | - | - | - | (398,240) |
Net cash used in financing activities | 329,787 | 48,600 | 176,850 | 51,050 | 122,850 | 283,300 | 2,605,784 |
|
|
|
|
|
|
|
|
Net change in cash | 4,197 | 2,412 | 1,714 | 3,662 | 3,288 | 5,789 | 57,747 |
Cash beginning of year | - | - | - | - | - | - | 56,787 |
Cash end of year | $4,197 | $2,412 | $1,714 | $3,662 | $3,288 | $5,789 | $114,534 |
Supplemental Cash Flow Information: |
|
|
|
|
|
|
|
Membership Interests issued to Asset Seller as consideration | - | - | - | - | - | - | $97,425 |
Non-cash Financing Activities: |
|
|
|
|
|
|
|
Capital Contribution of certain amounts due to manager |
|
|
|
|
|
| $27,150 |
See accompanying notes, which are an integral part of these financial statements.
F-37
RSE COLLECTION, LLC
Consolidated Statements of Cash Flows
Year Ended December 31, 2019
See accompanying notes, which are an integral part of these financial statements.
F-37
RSE COLLECTION, LLC
Consolidated Statements of Cash Flows
Year Ended December 31, 2018
Series #69BM1 | Series #85FT1 | Series #88LJ1 | Series #55PS1 | |
Cash Flows from Operating Activities: |
|
|
|
|
Net Loss | $(3,473) | $(4,173) | $(2,868) | $(3,680) |
Adjustments to reconcile net income / (loss) to net cash provided by operating activities |
|
|
|
|
Expenses Paid by Manager and Contributed to the Company / Series | 3,444 | 4,174 | 2,953 | 3,963 |
(Gain) / Loss on Sale of Assets | - | - | - | - |
Prepaid Insurance | (71) | (101) | (85) | (283) |
Insurance Payable | - | - | - | - |
Income Tax Payable | - | - | - | - |
Accounts Payable | 100 | 100 | - | - |
Accrual of Interest | - | - | - | - |
Net cash used in operating activities | - | - | - | - |
| - | - | - | - |
Cash flow from investing activities: |
|
|
|
|
Deposits on classic automobiles | - | - | - | - |
Repayment of investments in classic automobiles upon Offering close | - | - | - | - |
Investment in classic automobiles | (106,266) | (175,826) | (132,382) | (408,100) |
Proceeds from Sale of Assets | - | - | - | - |
Cash used in investing activities | (106,266) | (175,826) | (132,382) | (408,100) |
|
|
|
|
|
Cash flow from financing activities: |
|
|
|
|
Proceeds from sale of membership interests | 111,236 | 163,883 | 133,508 | 422,132 |
Due to the manager and other affiliates | - | - | - | - |
Distribution to Series | - | - | - | - |
Contribution from Series to RSE Collection | - | - | - | - |
Contribution by Manager and Company to pay closing expenses | - | 12,344 | - | 3,357 |
Contribution by Manager for operating expense | - | - | - | - |
Distribution to RSE Collection | (821) | (401) | (1,126) | (14,889) |
Proceeds from Loans | - | - | - | - |
Repayment of Loans | - | - | - | - |
Distribution of Gain on Sale of assets to Shareholders | - | - | - | - |
Cash provided by financing activities | 110,415 | 175,826 | 132,382 | 410,600 |
|
|
|
|
|
Net change in cash | 4,149 |
|
| 2,500 |
Cash beginning of year in 2018 | - | - | - | - |
Cash end of year in 2018 | $4,149 | $- | $- | $2,500 |
Supplemental Cash Flow Information: |
|
|
|
|
Membership Interests issued to Asset Seller as consideration | - |
|
| - |
See accompanying notes, which are an integral part of these financial statements.
F-38
RSE COLLECTION, LLC
Consolidated Statements of Cash Flows
Year Ended December 31, 2018
See accompanying notes, which are an integral part of these financial statements.
F-38
RSE COLLECTION, LLC
Consolidated Statements of Cash Flows
Year Ended December 31, 2018
|
| (Restated) | (Restated) |
|
| Series #95BL1 | Series #89PS1 | Series #90FM1 | Series #83FB1 |
Cash Flows from Operating Activities: |
|
|
|
|
Net Loss | $(1,768) | $(790) | $(1,176) | $(1,831) |
Adjustments to reconcile net income / (loss) to net cash provided by operating activities |
|
|
|
|
Expenses Paid by Manager and Contributed to the Company / Series | 1,842 | 891 | 1,188 | 2,038 |
(Gain) / Loss on Sale of Assets | - | - | - | - |
Prepaid Insurance | (74) | (101) | (12) | (207) |
Insurance Payable | - | - | - | - |
Income Tax Payable | - | - | - | - |
Accounts Payable | - | - | - | - |
Accrual of Interest | - | - | - | - |
Net cash used in operating activities | - | - | - | - |
|
|
|
|
|
Cash flow from investing activities: |
|
|
|
|
Deposits on classic automobiles | - | - | - | - |
Repayment of investments in classic automobiles upon Offering close | - | - | - | - |
Investment in classic automobiles | (114,541) | (61,000) | (10,375) | (332,520) |
Proceeds from Sale of Assets | - | - | - | - |
Cash used in investing activities | (114,541) | (61,000) | (10,375) | (332,520) |
|
|
|
|
|
Cash flow from financing activities: |
|
|
|
|
Proceeds from sale of membership interests | 116,741 | 62,521 | 11,321 | 335,691 |
Due to the manager and other affiliates | - | - | - | - |
Distribution to Series | - | - | - | - |
Contribution from Series to RSE Collection | - | - | - | - |
Contribution by Manager and Company to pay closing expenses | 445 | - | - | - |
Contribution by Manager for operating expense | - | - | - | - |
Distribution to RSE Collection | (1,645) | (250) | (175) | (400) |
Proceeds from Loans | - | - | - | - |
Repayment of Loans | - | - | - | - |
Distribution of Gain on Sale of assets to Shareholders | - | - | - | - |
Cash provided by financing activities | 115,541 | 62,271 | 11,146 | 335,291 |
|
|
|
|
|
Net change in cash | 1,000 | 1,271 | 771 | 2,771 |
Cash beginning of year in 2018 | - | - | - | - |
Cash end of year in 2018 | $1,000 | $1,271 | $771 | $2,771 |
Supplemental Cash Flow Information: |
|
|
|
|
Membership Interests issued to Asset Seller as consideration | - | $99,000 | $4,125 | - |
See accompanying notes, which are an integral part of these financial statements.
F-39
RSE COLLECTION, LLC
Consolidated Statements of Cash Flows
Year Ended December 31, 2018
See accompanying notes, which are an integral part of these financial statements.
F-39
RSE COLLECTION, LLC
Consolidated Statements of Cash Flows
Year Ended December 31, 2018
| Series #98DV1 | Series #06FS1 | Series #93XJ1 | Series #02AX1 |
Cash Flows from Operating Activities: |
|
|
|
|
Net Loss | $(799) | $(879) | $(540) | $(403) |
Adjustments to reconcile net income / (loss) to net cash provided by operating activities |
|
|
|
|
Expenses Paid by Manager and Contributed to the Company / Series | 876 | 997 | 833 | 467 |
(Gain) / Loss on Sale of Assets | - | - | - | - |
Prepaid Insurance | (77) | (118) | (293) | (64) |
Insurance Payable | - | - | - | - |
Income Tax Payable | - | - | - | - |
Accounts Payable | - | - | - | - |
Accrual of Interest | - | - | - | - |
Net cash used in operating activities | - | - | - | - |
|
|
|
|
|
Cash flow from investing activities: |
|
|
|
|
Deposits on classic automobiles | - | - | - | - |
Repayment of investments in classic automobiles upon Offering close | - | - | - | - |
Investment in classic automobiles | (122,544) | (192,500) | (488,300) | (101,500) |
Proceeds from Sale of Assets | - | - | - | - |
Cash used in investing activities | (122,544) | (192,500) | (488,300) | (101,500) |
|
|
|
|
|
Cash flow from financing activities: |
|
|
|
|
Proceeds from sale of membership interests | 125,757 | 195,271 | 487,801 | 104,452 |
Due to the manager and other affiliates | - | - | - | - |
Distribution to Series | - | - | - | - |
Contribution from Series to RSE Collection | - | - | - | - |
Contribution by Manager and Company to pay closing expenses | - | - | 7,373 | - |
Contribution by Manager for operating expense | - | - | - | - |
Distribution to RSE Collection | (713) | - | (5,103) | (681) |
Proceeds from Loans | - | - | - | - |
Repayment of Loans | - | - | - | - |
Distribution of Gain on Sale of assets to Shareholders | - | - | - | - |
Cash provided by financing activities | 125,044 | 195,271 | 490,071 | 103,771 |
|
|
|
|
|
Net change in cash | 2,500 | 2,771 | 1,771 | 2,271 |
Cash beginning of year in 2018 | - | - | - | - |
Cash end of year in 2018 | $2,500 | $2,771 | $1,771 | $2,271 |
Supplemental Cash Flow Information: |
|
|
|
|
Membership Interests issued to Asset Seller as consideration | - | - | - | - |
See accompanying notes, which are an integral part of these financial statements.
F-40
RSE COLLECTION, LLC
Consolidated Statements of Cash Flows
Year Ended December 31, 2018
See accompanying notes, which are an integral part of these financial statements.
F-40
RSE COLLECTION, LLC
Consolidated Statements of Cash Flows
Year Ended December 31, 2018
|
|
|
|
| (Restated) |
| Series#99LE1 | Series#91MV1 | Series#92LD1 | Series#94DV1 | Consolidated |
Cash Flows from Operating Activities: |
|
|
|
|
|
Net Loss | $ (215) | $ (183) | $ (23) | $ (79) | $ (64,654) |
Adjustments to reconcile net income / (loss) to net cash provided by operating activities |
|
|
|
|
|
Expenses Paid by Manager and Contributed to the Company / Series | 249 | 202 | 109 | 40 | 61,837 |
(Gain) / Loss on Sale of Assets | - | - | - | - | - |
Prepaid Insurance | (34) | (19) | (86) | - | (1,811) |
Insurance Payable | - | - | - | 39 | 912 |
Income Tax Payable | - | - | - | - | (400) |
Accounts Payable | - | - | - | - | 300 |
Accrual of Interest | - | - | - | - | (2,561) |
Net cash used in operating activities | - | - | - | - | (6,377) |
|
|
|
|
|
|
Cash flow from investing activities: |
|
|
|
|
|
Deposits on classic automobiles | - | - | - | - | (706,432) |
Repayment of investments in classic automobiles upon Offering close | - | - | - | - | - |
Investment in classic automobiles | (63,985) | (35,150) | (157,659) | (52,500) | (4,047,062) |
Proceeds from Sale of Assets | - | - | - | - | - |
Cash used in investing activities | (63,985) | (35,150) | (157,659) | (52,500) | (4,753,494) |
|
|
|
|
|
|
Cash flow from financing activities: |
|
|
|
|
|
Proceeds from sale of membership interests | 66,699 | 36,621 | 160,430 | 54,771 | 2,588,834 |
Due to the manager and other affiliates | - | - | - | - | 2,588,407 |
Distribution to Series | - | - | - | - | - |
Contribution from Series to RSE Collection | - | - | - | - | - |
Contribution by Manager and Company to pay closing expenses | - | - | - | - | 11,175 |
Contribution by Manager for operating expense | - | - | - | - | 23,647 |
Distribution to RSE Collection | (443) | (200) | - | - | - |
Proceeds from Loans | - | - | - | - | 602,100 |
Repayment of Loans | - | - | - | - | (1,002,880) |
Distribution of Gain on Sale of assets to Shareholders | - | - | - | - | - |
Cash provided by financing activities | 66,256 | 36,421 | 160,430 | 54,771 | 4,811,283 |
|
|
|
|
|
|
Net change in cash | 2,271 | 1,271 | 2,771 | 2,271 | 51,413 |
Cash beginning of year in 2018 | - | - | - | - | 5,374 |
Cash end of year in 2018 | $ 2,271 | $ 1,271 | $ 2,771 | $ 2,271 | $ 56,787 |
Supplemental Cash Flow Information: |
|
|
|
|
|
Membership Interests issued to Asset Seller as consideration | - | - | - | - | $ 103,125 |
Interest Paid by Manager |
|
|
|
| $ 4,264 |
See accompanying notes, which are an integral part of these financial statements.
F-41
RSE COLLECTION, LLC
Notes to Consolidated Financial Statements
NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
RSE Collection, LLC (the “Company”) is a Delaware series limited liability company formed on August 24, 2016. RSE Markets, Inc. is the manager of the Company (the “Manager”) and serves as the asset manager for the collection of assets owned by the Company and each series (the “Asset Manager”). The Company was formed to engage in the business of acquiring and managing a collection of assets (the “Underlying Assets”). The Company has created, and it is expected that the Company will continue to create, separate series of interests (each, a “Series” or “Series of Interests”), that each Underlying Asset will be owned by a separate Series and that the assets and liabilities of each Series will be separate in accordance with Delaware law. Investors acquire membership interests (the “Interests”) in each Series and will be entitled to share in the return of that particular Series but will not be entitled to share in the return of any other Series.
The Manager is a Delaware corporation formed on April 28, 2016. The Manager is a technology and marketing company that operates the Rally Rd. platform (the “Platform") and manages the Company and the assets owned by the Company in its roles as the Manager and Asset Manager of each Series.
The Company intends to sell Interests in a number of separate individual Series of the Company. Investors in any Series acquire a proportional share of income and liabilities as they pertain to a particular Series, and the sole assets and liabilities of any given Series at the time of the closing of an offering related to that particular Series are a single Underlying Asset (plus any cash reserves for future operating expenses, as well as certain liabilities related to expenses pre-paid by the Manager), which for example, in the case of Series #69BM1 is a 1969 Boss 302 Mustang.
All voting rights, except as specified in the operating agreement or required by law, remain with the Manager (e.g., determining the type and quantity of general maintenance and other expenses required for the appropriate upkeep of each Underlying Asset, determining how to best commercialize the applicable Underlying Assets, evaluating potential sale offers and the liquidation of a Series). The Manager manages the ongoing operations of each Series in accordance with the operating agreement of the Company, as amended and restated from time to time (the “Operating Agreement”).
OPERATING AGREEMENT
General:
In accordance with the Operating Agreement each Interest holder in a Series grants a power of attorney to the Manager. The Manager has the right to appoint officers of the Company and each Series.
Operating Expenses:
After the closing of an offering, each Series is responsible for its own “Operating Expenses” (as defined in Note B(5)). Prior to the closing, Operating Expenses are borne by the Manager or the Asset Manager and not reimbursed by the economic members of a particular Series. Should post-closing Operating Expenses exceed revenues or cash reserves, the Manager or the Asset Manager may (a) pay such Operating Expenses and not seek reimbursement, (b) loan the amount of the Operating Expenses to the Series and be entitled to reimbursement of such amount from future revenues generated by the Series (“Operating Expenses Reimbursement Obligation(s)”), on which the Manager or the Asset Manager may impose a rate of interest, and/or (c) cause additional Interests to be issued in order to cover such additional amounts, which Interests may be issued to existing or new investors, and may include the Manager or its affiliates or the Asset Manager.
Fees:
Sourcing Fee: The Manager expects to receive a fee at the closing of each successful offering for its services of sourcing the Underlying Asset (the “Sourcing Fee”), which may be waived by the Manager in its sole discretion.
Brokerage Fee: For all Series qualified up to March 6, 2019, except in the case of Series #77LE1, the broker of record (the “Broker”) received a fee (the “Brokerage Fee”) of 0.75% of the cash from offering for facilitating the sale of securities. In the instance of #77LE1 and all Series qualified after March 6, 2019 the Brokerage Fee is equal to 1.0% of the gross proceeds of each Offering.
F-42
RSE COLLECTION, LLC
Notes to Consolidated Financial Statements
NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)
Custody Fee: In respect to current offerings, the custody broker (the “Custodian”), holding custody of the securities upon issuance, will receive a fee of 0.75% on Interests sold in an offering (the “Custody Fee”). In the case of the offerings for the Series #77LE1, Series #69BM1, Series #85FT1, Series #88LJ1 and Series #55PS1, no custody agreement was yet in place and as such, no Custody Fee was paid. Should a Custody Fee become applicable for the Interests in these Series in future, the Manager will pay and not be reimbursed for such Custody Fee. For all other current offerings, the Custody Fee is paid from the proceeds of each offering.
Free Cash Flow Distributions:
At the discretion of the Manager, a Series may make distributions of “Free Cash Flow” (as defined in Note F) to both the holders of economic Interests in the form of a dividend and the Manager in the form of a management fee.
In the case that Free Cash Flow is available and such distributions are made, at the sole discretion of the Manager, the members will receive no less than 50% of Free Cash Flow and the Manager will receive up to 50% of Free Cash Flow in the form of a management fee for management of the applicable Underlying Asset. The management fee is accounted for as an expense to the relevant Series rather than a distribution from Free Cash Flow.
Other:
The Manager is responsible for covering its own expenses.
LIQUIDITY AND CAPITAL RESOURCES
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Neither the Company nor any of the Series has generated revenues or profits since inception.
On a total consolidated basis, the Company had sustained a net loss of $64,654 for the year ended December 31, 2018. On a total consolidated basis, the Company had sustained a net loss of $174,602 for the year ended December 31, 2019 and had an accumulated deficit of $316,397 as of December 31, 2019.
All of the liabilities on the balance sheet as of December 31, 2019 are obligations to third-parties or the Manager. All of these liabilities, other than ones for which the Manager does not seek reimbursement, will be covered through the proceeds of future offerings for the various Series of Interests. As of December 31, 2019, the Company has negative working capital of approximately $1.2 million. If the Company does not continue to obtain financing from the Manager, it will be unable to repay these obligations as they come due. These factors raise substantial doubt about the Company’s and each listed Series’ ability to continue as a going concern for the year following the date of this filing.
Through December 31, 2019, none of the Company or any Series have recorded any directly attributable revenues through the utilization of Underlying Assets. Management’s plans anticipate that it will start to generate revenues by commercializing the collection in 2021. Each Series will continue to incur Operating Expenses including, but not limited to storage, insurance, transportation and maintenance expenses, on an ongoing basis. As part of the commercialization of the collection, the Manager opened a showroom in early 2019, in New York City and launched its online shopping experience for merchandise in the third quarter of 2019. No revenues directly attributable to the Company or any Series have been generated through the showroom or the online shop as of December 31, 2019.
F-43
RSE COLLECTION, LLC
Notes to Consolidated Financial Statements
F-43
RSE COLLECTION, LLC
Notes to Consolidated Financial Statements
NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)
At December 31, 2019 and December 31, 2018, the Company and the Series for which closings had occurred, had the following cash balances:
Applicable Series | Automobile | 12/31/2019 | 12/31/2018 |
Series #77LE1 | 1977 Lotus Esprit S1 | $2,780 | $2,780 |
Series #69BM1 | 1969 Boss 302 Mustang | 4,149 | 4,149 |
Series #55PS1 | 1955 Porsche Speedster | 2,214 | 2,500 |
Series #95BL1 | 1995 BMW M3 Lightweight | 1,000 | 1,000 |
Series #89PS1 | 1989 Porsche 911 Speedster | 1,271 | 1,271 |
Series #90FM1 | 1990 Ford Mustang 7Up Edition | 485 | 771 |
Series #83FB1 | 1983 Ferrari 512 BBi | 2,485 | 2,771 |
Series #98DV1 | 1998 Dodge Viper GTS-R | 2,500 | 2,500 |
Series #06FS1 | 2006 Ferrari F430 Spider | 9,152 | 2,771 |
Series #93XJ1 | 1993 Jaguar XJ220 | 1,485 | 1,771 |
Series #02AX1 | 2002 Acura NSX-T | 1,985 | 2,271 |
Series #99LE1 | 1999 Lotus Esprit Sport 350 | 1,985 | 2,271 |
Series #91MV1 | 1991 Mitsubishi 3000VT GR4 | 984 | 1,271 |
Series #92LD1 | 1992 Lancia Delta Martini 5 Evo | 1,853 | 2,771 |
Series #94DV1 | 1994 Dodge Viper RT/10 | 1,984 | 2,271 |
Series #00FM1 | 2000 Ford Mustang Cobra R | 3,760 | - |
Series #72MC1 | 1972 Mazda Cosmo Sport | 4,989 | - |
Series #06FG1 | 2006 Ford GT | 2,500 | - |
Series #11BM1 | 2011 BMW 1M, 6-Speed Manual | 2,000 | - |
Series #80LC1 | 1980 Lamborghini Countach Turbo | 3,504 | - |
Series #02BZ1 | 2002 BMW Z8 | 3,000 | - |
Series #88BM1 | 1988 BMW E30 M3 | 2,000 | - |
Series #63CC1 | 1963 Chevrolet Corvette Split Window | 1,999 | - |
Series #76PT1 | 1976 Porsche 911 Turbo Cabrera | 1,999 | - |
Series #75RA1 | 1975 Renault Alpine A110 1300 | 2,649 | - |
Series #65AG1 | 1965 Alfa Romeo Giulia Sprint Speciale | 3,700 | - |
Series #93FS1 | 1993 Ferrari 348TS Series Speciale | 3,050 | - |
Series #90MM1 | 1990 Mazda Miata | 1,799 | - |
Series #61JE1 | 1961 Jaguar E-Type | 2,898 | - |
Series #88PT1 | 1988 Porsche 944 Turbo S | 4,439 | - |
Series #65FM1 | 1965 Ford Mustang 2+2 Fastback | 2,300 | - |
Series #94LD1 | 1994 Lamborghini Diablo SE30 Jota | 4,550 | - |
Series #99SS1 | 1999 Shelby Series 1 | 3,064 | - |
Series #94FS1 | 1994 Ferrari 348 Spider | 2,962 | - |
Series #61MG1 | 1961 Maserati 3500GT | 4,197 | - |
Series #92CC1 | 1992 Chevrolet Corvette ZR1 | 2,412 | - |
Series #89FT1 | 1989 Ferrari Testarossa | 1,714 | - |
Series #80PN1 | 1980 Porsche 928 | 3,662 | - |
Series #89FG2 | 1989 Ferrari 328 GTS | 3,288 | - |
Series #88LL1 | 1988 Lamborghini LM002 | 5,789 | - |
Total Series Cash Balance |
| $114,536 | $33,139 |
RSE Collection |
| - | 23,648 |
Total Cash Balance |
| $114,536 | $56,787 |
|
|
|
|
Note: Series #77LE1 Interests were issued under Rule 506(c) and as such Series #77LE1 has not been broken out as a separate Series in the financial statements but is included in the table above.
F-44
RSE COLLECTION, LLC
Notes to Consolidated Financial Statements
NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)
The cash on the books of RSE Collection is reserved to funding future pre-closing Operating Expenses or “Acquisition Expenses” (see Note B(6) for definition and additional details), as the case may be. The cash on the books of each Series is reserved for funding of post-closing Operating Expenses; During the year ended December 31, 2019, the Manager paid for certain but not all Operating Expenses related to any of the Series that have had closed offerings and has elected not to be reimbursed. These payments made by the Manager are accounted for as capital contributions, amounting to a total of $139,284 during the year ended December 31, 2019, which excludes a $6,746 capital contribution related to the sale of the Underlying Asset for Series #06FS1.
From inception, the Company and the Series have financed their business activities through capital contributions from the Manager or its affiliates to the individual Series. Until such time as the Series’ have the capacity to generate cash flows from operations, the Manager may cover any deficits through additional capital contributions or the issuance of additional Interests in any individual Series. In addition, parts of the proceeds of future offerings may be used to create reserves for future Operating Expenses for individual Series, as has been the case for the majority of the Series for which closings have occurred, listed in the table above, at the sole discretion of the Manager. If the Manager does not continue to fund future operating expenses of the Company and the Series, the Company’s ability to continue future operations may be limited. There is no assurance that financing from the Manager will remain available or provide the Company or any Series with sufficient capital to meet its objectives.
F-45
RSE COLLECTION, LLC
Notes to Consolidated Financial Statements
NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)
INITIAL OFFERINGS
The Company has completed several initial offerings since its inception in 2016 and plans to continue to increase the number of initial offerings going forward. The table below outlines all offerings for which a closing has occurred as of December 31, 2019. All Series, for which a closing had occurred as of the date of the financial statements, had commenced operations, were capitalized and had assets and various Series have liabilities.
Series Interest | Series Name | Underlying Asset | Offering Size | Launch Date | Closing Date | Comments |
Series #77LE1 Interests | Series #77LE1 | 1977 Lotus Esprit S1 | $77,700 | November 17, 2016 | April 13, 2017 | • The Company’s initial offering for Series #77LE1 issued membership Interests in Series #77LE1 pursuant to SEC Rule 506(c). |
Series #69BM1 Interests | Series #69BM1 | 1989 Ford Mustang Boss 302 | $115,000 | November 20, 2017 | February 7, 2018 | • The offering closed and the Loan 2 (see Note C) plus $821 of accrued interest and other obligations have been repaid with the proceeds of the Offering |
Series #85FT1 Interests | Series #85FT1 | 1985 Ferrari Testarossa | $165,000 | November 23, 2017 | February 15, 2018 | • The offering closed and the Loan 4 (see Note C) as well as third-party debt (see Note D) plus accrued interest of $401 and $5,515 and other obligations have been repaid with the proceeds of the Offering |
Series #88LJ1 Interests | Series #88LJ1 | 1988 Lamborghini Jalpa | $135,000 | February 9, 2018 | April 12, 2018 | • The offering closed and the Loan 3 (see Note C) plus $1,126 of accrued interest and other obligations have been repaid with the proceeds of the Offering |
Series #55PS1 Interests | Series #55PS1 | 1955 Porsche 356 Speedster | $425,000 | April 2, 2018 | June 6, 2018 | • The offering closed, and purchase option was exercised. The Loan 5 and Loan 6 (see Note C), the remaining balance of the acquisition price plus accrued interest of $728 and other obligations were paid through the proceeds of the Offering |
Series #95BL1 Interests | Series #95BL1 | 1995 BMW E36 M3 Lightweight | $118,500 | June 1, 2018 | July 12, 2018 | • The offering closed and the Loan 8 (see Note C) and other obligations have been repaid with the proceeds of the Offering |
Series #89PS1 Interests | Series #89PS1 | 1989 Porsche 911 Speedster | $165,000 | July 23, 2018 | July 31, 2018 | • The offering closed and all obligations under the purchase option agreement and other obligations were repaid with the proceeds of the Offering |
Series #90FM1 Interests | Series #90FM1 | 1990 Ford Mustang 7Up Edition | $16,500 | July 24, 2018 | July 31, 2018 | • The offering closed and all obligations under the purchase option agreement and other obligations were repaid with the proceeds of the Offering |
Series #83FB1 Interests | Series #83FB1 | 1983 Ferrari 512 BBi | $350,000 | July 23, 2018 | September 5, 2018 | • The offering closed and all obligations under the purchase option agreement and other obligations were repaid with the proceeds of the Offering |
Series #98DV1 Interests | Series #98DV1 | 1998 Dodge Viper GTS-R | $130,000 | September 27, 2018 | October 10, 2018 | • The offering closed and the Loan 10 (see Note C) plus accrued interest $512.88 and other obligations were paid through the proceeds of the Offering |
F-46
RSE COLLECTION, LLC
Notes to Consolidated Financial Statements
NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)
Series Interest | Series Name | Underlying Asset | Offering Size | Launch Date | Closing Date | Comments |
Series #93XJ1 Interests | Series #93XJ1 | 1993 Jaguar XJ220 | $495,000 | August 22, 2018 | November 6, 2018 | • The offering closed, and purchase option was exercised. The Loan 7 and Loan 9 (see Note C), the remaining balance of acquisition price plus accrued interests of $336 and $4,767 and other obligations were repaid through the proceeds of the Offering |
Series #06FS1 Interests | Series #06FS1 | 2006 Ferrari F430 Spider "Manual" | $199,000 | October 12, 2018 | October 19, 2018 | • The offering closed and all obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering • Underlying Asset sold for $227,500 on 05/10/2019 and Series was subsequently dissolved |
Series #02AX1 Interests | Series #02AX1 | 2002 Acura NSX-T | $108,000 | November 16, 2018 | November 30, 2018 | • The offering closed and the Loan 11 (see Note C) plus accrued interest $481 and other obligations were paid through the proceeds of the Offering |
Series #99LE1 Interests | Series #99LE1 | 1999 Lotus Esprit Sport 350 | $69,500 | November 23, 2018 | December 4, 2018 | • The offering closed, and the Loan 12 plus accrued interest $243 and other obligations were paid through the proceeds of the Offering |
Series #91MV1 Interests | Series #91MV1 | 1991 Mitsubishi 3000GT VR4 | $38,000 | November 28, 2018 | December 7, 2018 | • The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering |
Series #92LD1 Interests | Series #92LD1 | 1992 Lancia Delta Integrale Evo "Martini 5" | $165,000 | December 7, 2018 | December 26, 2018 | • The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering |
Series #94DV1 Interests | Series #94DV1 | 1994 Dodge Viper RT/10 | $57,500 | December 11, 2018 | December 26, 2018 | • The offering closed, and the purchase option was exercised. All obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering |
Series #00FM1 Interests | Series #00FM1 | 2000 Ford Mustang Cobra R | $49,500 | December 21, 2018 | January 4, 2019 | • The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering • Underlying Asset sold for $60,000 on 4/15/2019 and Series was subsequently dissolved |
Series #72MC1 Interests | Series #72MC1 | 1972 Mazda Cosmo Sport Series II | $124,500 | December 28, 2018 | January 4, 2019 | • The offering closed, and the purchase option was exercised. All obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering • The Asset Seller was issued 40% of Interests as part of total purchase consideration |
Series #06FG1 Interests | Series #06FG1 | 2006 Ford GT | $320,000 | December 14, 2018 | January 8, 2019 | • The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering |
Series #11BM1 Interests | Series #11BM1 | 2011 BMW 1M | $84,000 | January 8, 2019 | January 25, 2019 | • The offering closed, and the purchase option was exercised. All obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering |
Series #80LC1 Interests | Series #80LC1 | 1980 Lamborghini Countach LP400 S Turbo | $635,000 | January 17, 2019 | February 8, 2019 | • The offering closed, and the purchase option was exercised. All obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering • The Asset Seller was issued 7.5% of Interests as part of total purchase consideration |
Series #02BZ1 Interests | Series #02BZ1 | 2002 BMW Z8 | $195,000 | January 6, 2019 | February 8, 2019 | • The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering |
Series #88BM1 Interests | Series #88BM1 | 1988 BMW E30 M3 | $141,000 | January 11, 2019 | February 25, 2019 | • The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering |
Series #63CC1 Interests | Series #63CC1 | 1963 Chevrolet Corvette Split Window | $126,000 | March 8, 2019 | March 18, 2019 | • The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering |
F-47
RSE COLLECTION, LLC
Notes to Consolidated Financial Statements
NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)
Series Interest | Series Name | Underlying Asset | Offering Size | Launch Date | Closing Date | Comments |
Series #76PT1 Interests | Series #76PT1 | 1976 Porsche 911 Turbo Carrera | $189,900 | March 15, 2019 | March 22, 2019 | • The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering |
Series #75RA1 Interests | Series #75RA1 | 1975 Renault Alpine A110 1300 | $84,000 | March 29, 2019 | April 9, 2019 | • The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering |
Series #65AG1 Interests | Series #65AG1 | 1965 Alfa Romeo Giulia Sprint Speciale | $178,500 | April 5, 2019 | April 16, 2019 | • The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering |
Series #93FS1 Interests | Series #93FS1 | 1993 Ferrari 348TS Serie Speciale | $137,500 | April 12, 2019 | April 22, 2019 | • The offering closed, and the purchase option was exercised. All obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering |
Series #61JE1 Interests | Series #61JE1 | 1961 Jaguar E-Type | $246,000 | April 19, 2019 | April 26, 2019 | • The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering |
Series #90MM1 Interests | Series #90MM1 | 1990 Mazda Miata MX-5 | $26,600 | April 17, 2019 | April 26, 2019 | • The offering closed, and the purchase option was exercised. All obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering |
Series #65FM1 Interests | Series #65FM1 | 1965 Ford Mustang 2+2 Fastback | $82,500 | May 3, 2019 | July 18, 2019 | • The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering |
Series #88PT1 Interests | Series #88PT1 | 1988 Porsche 944 Turbo S | $66,000 | May 10, 2019 | July 18, 2019 | • The offering closed, and the purchase option was exercised. All obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering |
Series #94LD1 Interests | Series #94LD1 | 1994 Lamborghini Diablo SE30 Jota | $597,500 | July 12, 2019 | August 6, 2019 | • The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering |
Series #99SS1 Interests | Series #99SS1 | 1999 Shelby Series 1 | $137,500 | September 4, 2019 | September 11, 2019 | • The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering |
Series #94FS1 Interests | Series #94FS1 | 1994 Ferrari 348 Spider | $145,000 | September 12, 2019 | September 17, 2019 | • The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering |
Series #61MG1 Interests | Series #61MG1 | 1961 Maserati 3500GT | $340,000 | September 20, 2019 | September 30, 2019 | • The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering |
Series #92CC1 Interests | Series #92CC1 | 1992 Chevrolet Corvette ZR1 | $52,500 | September 27, 2019 | October 2, 2019 | • The offering closed, and the purchase option was exercised. All obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering |
Series #89FT1 Interests | Series #89FT1 | 1989 Ferrari Testarossa | $180,000 | October 4, 2019 | October 11, 2019 | • The offering closed, and the purchase option was exercised. All obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering |
Series #80PN1 Interests | Series #80PN1 | 1980 Porsche 928 | $48,000 | November 1, 2019 | November 6, 2019 | • The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering |
Series #89FG2 Interests | Series #89FG2 | 1989 Ferrari 328 GTS | $127,500 | November 8, 2019 | November 14, 2019 | • The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering |
Series #88LL1 Interests | Series #88LL1 | 1988 Lamborghini LM002 | $292,000 | November 18, 2019 | December 8, 2019 | • The offering closed, and the purchase option was exercised. All obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering |
Total at 12/31/2019 | 42 Series |
| $7,435,700 |
|
|
|
See Note I, Subsequent Events for additional details on closings of initial offerings after December 31, 2019.
F-48
RSE COLLECTION, LLC
Notes to Consolidated Financial Statements
NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)
ASSET DISPOSITIONS
The Company received unsolicited take-over offers for the Underlying Assets listed in the table below. Per the terms of the Company’s Operating Agreement, the Company, together with the Company’s advisory board evaluates the offers and determines that if, on a case by case basis, it is in the interest of the Investors to sell the Underlying Asset. In certain instances, as was the case with the 2003 Porsche 911 GT2, the Company may decide to sell an Underlying Asset, that is on the books of the Company, but not yet transferred to a particular Series, because no offering has yet occurred. In these instances, the anticipated offering related to such Underlying Asset will be cancelled.
Series | Underlying Asset | Date of Sale Agreement | Total Sale Price | Total Initial Offering Price | Total Distribution to Interest Holders | Commentary |
#00FM1 | 2000 Ford Mustang Cobra R | 04/15/2019 | $60,000 | $49,500 / $24.75 | $58,240 / $29.12 | $60,000 acquisition offer for 2000 Ford Mustang Cobra R accepted on 04/15/2019 with subsequent cash distribution to the Investors and dissolution of the Series upon payment of currently outstanding tax liabilities. |
2003 Porsche 911 GT2(1) | 4/17/2019 | $110,000 | Initial Purchase Price $137,000 |
| $110,000 acquisition offer for 2003 Porsche 911 GT2 accepted on 04/17/2019, prior to the launch of the offering (the Underlying Asset was never transferred to a Series). Subsequent loss on sale incurred by the Manager and cancellation of the previously anticipated offering. | |
#06FS1(2) | 2006 Ferrari F430 Spider "Manual" | 5/10/2019 | $227,500 | $199,000 / $39.80 | $ 230,000 / $46.00 | $227,500 acquisition offer for 2006 Ferrari F430 Spider "Manual" accepted on 05/10/2019 with subsequent cash distribution to the Investors and dissolution of the Series upon payment of currently outstanding tax liabilities. |
Note: Total Distribution to Interest Holders includes cash on balance sheet of Series and is net of corporate level taxes on gain on sale.
At the time of the sale the Underlying Asset was still owned by RSE Collection, LLC and not by any Series.
Solely in the case of Series #06FS1, the Manager made an additional capital contribution to the Series to cover corporate level taxes on the gain on sale.
Sale of the 2000 Ford Mustang Cobra R:
The Company received an acquisition offer for the Underlying Asset of Series #00FM1, the 2000 Ford Mustang Cobra R for $60,000 vs. the initial purchase price of $43,000 for a gain on sale of $14,438, net of $2,562 of capitalized acquisition expenses. The Company accepted the acquisition offer on April 15, 2019 and distributed cash to interest holders on April 24, 2019. At the time of the sale, Series #00FM1 had $2,000 of cash and $8 of pre-paid insurance on the balance sheet.
The transaction resulted in corporate level taxes on the gain on sale of $2,711, net of $1,057 of net-loss-carryforward, based on a 21% federal corporate and statutory state tax rate, for the which the Series has retained funds on its balance sheet.
The Manager originally estimated income taxes payable related to the sale of the asset at $3,760. Upon filing for the final tax returns of the Series in 2020, the Manager determined the amount of income tax expense to be $2,711.
F-49
RSE COLLECTION, LLC
Notes to Consolidated Financial Statements
NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)
Total distribution to interest holders including cash, excluding $1,049 remaining on the balance sheet of the Series, but net of corporate level taxes were $58,240 or $29.12 per Interest vs the initial offering price of $49,500 or $24.75 per Interest.
Series #00FM1 has been dissolved upon payment of all tax liabilities of $2,711. $1,049 of cash related to the Series currently remain on the books of the Manager.
Sale of the 2003 Porsche 911 GT2:
The Company received an acquisition offer for the 2003 Porsche 911 GT2 for $110,000 vs. the initial purchase price of $137,000 for a loss on sale of $27,150, net of $150 of capitalized acquisition expenses. The Company accepted the acquisition offer on April 17, 2019 and distributed cash to the Manager on December 31, 2019. At the time of the sale, no offering for a Series related to the 2003 Porsche 911 GT2 had occurred and as such the Underlying Asset was not yet owned by any Series. As such, no interest holders received any distributions.
Proceeds from the sale were used to pay-down $110,000 of Due to Manager to the Manager. The remaining liability, comprising the loss on sale of $27,150 was waived by the Manager and the amount was reclassified from Due to Manager to Capital Contribution. The anticipated offering for a Series related to the 2003 Porsche 911 GT2 was cancelled upon the sale.
Series #03PG1 has been dissolved upon payment of all currently tax liabilities of $50.
Sale of the 2006 Ferrari F430 Spider "Manual":
The Company received an acquisition offer for the Underlying Asset of Series #06FS1, the 2006 Ferrari F430 Spider "Manual" for $227,500 vs. the initial purchase price of $192,500 for a gain on sale of $34,714, net of $286 of capitalized acquisition expenses. The Company accepted the acquisition offer on May 10, 2019 and distributed cash to interest holders on May 23, 2019. At the time of the sale, Series #06FS1 had $2,485 of cash and $95 of pre-paid insurance on the balance sheet.
The transaction resulted in corporate level taxes on the gain on sale of $9,152, net of $2,145 of net-loss-carryforward, based on a 21% federal corporate and statutory state tax rate, for the which the Series has retained funds on its balance sheet. Solely in the case of Series #06FS1, the Manager made an additional Capital Contribution of $6,746 to the Series to cover the corporate level taxes on behalf of the interest holders.
The Manager originally estimated income taxes payable related to the sale of the asset at $9,152. Upon filing for the final tax returns of the Series in 2020, the Manager determined the amount of income tax expense to be $6,746. As a result, the Series will repay the Manager the excess capital contribution of $2,406 in 2020.
Total distribution to interest holders including cash, was $230,000 or $46.00 per Interest vs the initial offering price of $199,000 or $39.80 per Interest.
Series #06FS1 has been dissolved upon payment of tax liabilities of $6,746. Remaining cash on the balance sheet has been paid back to the Manager.
See Note I, Subsequent Events for additional details on asset dispositions after December 31, 2019.
F-50
RSE COLLECTION, LLC
Notes to Consolidated Financial Statements
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1.Basis of Presentation
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).
The consolidated financial statements include the accounts of RSE Collection, LLC and the accounts of Series #77LE1. Interests in Series #77LE1 were issued under Rule 506(c) of Regulation D and were thus not qualified under the Company’s offering circular (as amended), and thus separate financial statements for Series #77LE1 are not presented.
All other offerings that had closed as of the date of the financial statements were issued under Tier 2 of Regulation A+ and qualified under the Company’s offering circular (as amended). Separate financial statements are presented for each such Series.
2.Use of Estimates:
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near-term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates.
3.Cash and Cash Equivalents:
The Company considers all short-term investments with an original maturity of three months or less when purchased, or otherwise acquired, to be cash equivalents.
4.Offering Expenses:
Offering expenses related to the offering for a specific Series consist of underwriting, legal, accounting, escrow, compliance, filing and other expenses incurred through the balance sheet date that are directly related to a proposed offering and will generally be charged to members' equity upon the completion of the proposed offering. Offering expenses that are incurred prior to the closing of an offering for such Series, are being funded by the Manager and will generally be reimbursed through the proceeds of the offering related to the Series. However, the Manager has agreed to pay and not be reimbursed for offering expenses incurred with respect to the offerings for all Series that have had a closing as of the date of the financial statements and potentially other future offerings.
F-51
RSE COLLECTION, LLC
Notes to Consolidated Financial Statements
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
In addition to the discrete offering expenses related to a particular Series’ offering, the Manager has also incurred legal, accounting, user compliance expenses and other offering related expenses during the years ended December 31, 2019 and December 31, 2018 in order to set up the legal and financial framework and compliance infrastructure for the marketing and sale of offerings. The Manager treats these expenses as operating expenses related to the Manager’s business and will not be reimbursed for these through any activities or offerings related to the Company or any of the Series.
5.Operating Expenses:
Operating Expenses related to a particular asset include storage, insurance, transportation (other than the initial transportation from the assets location to the Manager’s storage facility prior to the offering, which is treated as an “Acquisition Expense”, as defined in Note B(6)), maintenance, professional fees such as annual audit and legal expenses and other asset specific expenses as detailed in the Manager’s allocation policy, together the “Operating Expenses”. We distinguish between pre-closing and post-closing Operating Expenses. Operating Expenses are expensed as incurred.
Except as disclosed with respect to any future offering, expenses of this nature that are incurred prior to the closing of an offering of Series of Interests, are funded by the Manager and are not reimbursed by the Company, the Series or economic members. Pre-closing expenses in this case are treated as capital contributions from the Manager to the Company and totaled $49,429 for the year ended December 31, 2019 vs. $19,878 for the year ended December 31, 2018.
During the year ended December 31, 2019 vs. the year ended December 31, 2018, RSE Collection incurred pre-closing Operating expenses and the following Series had closed Offerings and incurred post-closing Operating Expenses per the table below:
F-52
RSE COLLECTION, LLC
Notes to Consolidated Financial Statements
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Applicable Series | Automobile | 12/31/2019 | 12/31/2018 |
Series #77LE1 | 1977 Lotus Esprit S1 | $4,300 | $3,707 |
Series #69BM1 | 1969 Boss 302 Mustang | 4,471 | 3,473 |
Series #85FT1 | 1985 Ferrari Testarossa | 5,806 | 4,173 |
Series #88LJ1 | 1988 Lamborghini Jalpa | 6,352 | 2,868 |
Series #55PS1 | 1955 Porsche Speedster | 5,763 | 3,680 |
Series #95BL1 | 1995 BMW M3 Lightweight | 4,421 | 1,768 |
Series #89PS1 | 1989 Porsche 911 Speedster | 4,358 | 790 |
Series #90FM1 | 1990 Ford Mustang 7Up Edition | 4,032 | 1,176 |
Series #83FB1 | 1983 Ferrari 512 BBi | 5,264 | 1,831 |
Series #98DV1 | 1998 Dodge Viper GTS-R | 4,457 | 799 |
Series #06FS1 | 2006 Ferrari F430 Spider | 1,266 | 879 |
Series #93XJ1 | 1993 Jaguar XJ220 | 2,904 | 540 |
Series #02AX1 | 2002 Acura NSX-T | 3,876 | 403 |
Series #99LE1 | 1999 Lotus Esprit Sport 350 | 4,235 | 215 |
Series #91MV1 | 1991 Mitsubishi 3000VT GR4 | 4,120 | 183 |
Series #92LD1 | 1992 Lancia Delta Martini 5 Evo | 5,237 | 23 |
Series #94DV1 | 1994 Dodge Viper RT/10 | 4,281 | 79 |
Series #00FM1 | 2000 Ford Mustang Cobra R | 1,057 | - |
Series #72MC1 | 1972 Mazda Cosmo Sport | 4,284 | - |
Series #06FG1 | 2006 Ford GT | 4,964 | - |
Series #11BM1 | 2011 BMW 1M, 6-Speed Manual | 3,557 | - |
Series #80LC1 | 1980 Lamborghini Countach Turbo | 4,217 | - |
Series #02BZ1 | 2002 BMW Z8 | 4,714 | - |
Series #88BM1 | 1988 BMW E30 M3 | 3,821 | - |
Series #63CC1 | 1963 Chevrolet Corvette Split Window | 3,657 | - |
Series #76PT1 | 1976 Porsche 911 Turbo Cabrera | 3,669 | - |
Series #75RA1 | 1975 Renault Alpine A110 1300 | 3,413 | - |
Series #65AG1 | 1965 Alfa Romeo Giulia Sprint Speciale | 3,385 | - |
Series #93FS1 | 1993 Ferrari 348TS Series Speciale | 1,530 | - |
Series #90MM1 | 1990 Mazda Miata | 1,183 | - |
Series #61JE1 | 1961 Jaguar E-Type | 3,048 | - |
Series #88PT1 | 1988 Porsche 944 Turbo S | 1,322 | - |
Series #65FM1 | 1965 Ford Mustang 2+2 Fastback | 2,697 | - |
Series #94LD1 | 1994 Lamborghini Diablo SE30 Jota | 2,597 | - |
Series #99SS1 | 1999 Shelby Series 1 | 1,612 | - |
Series #94FS1 | 1994 Ferrari 348 Spider | 870 | - |
Series #61MG1 | 1961 Maserati 3500GT | 1,676 | - |
Series #92CC1 | 1992 Chevrolet Corvette ZR1 | 643 | - |
Series #89FT1 | 1989 Ferrari Testarossa | 1,922 | - |
Series #80PN1 | 1980 Porsche 928 | 487 | - |
Series #89FG2 | 1989 Ferrari 328 GTS | 461 | - |
Series #88LL1 | 1988 Lamborghini LM002 | 1,378 | - |
RSE Collection |
| 49,429 | 19,878 |
Total Operating Expenses |
| $186,736 | $46,465 |
|
|
|
|
Note: Series #77LE1 Interests were issued under Rule 506(c) and as such Series #77LE1 has not been broken out as a separate Series in the financial statements but is included in the table above.
F-53
RSE COLLECTION, LLC
Notes to Consolidated Financial Statements
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Solely in the case of the Series with closed offerings listed in the table above, the Manager has elected that the post-closing Operating Expenses for the year ended December 31, 2019 will be borne by the Manager and not reimbursed and are accounted for as capital contributions by the Manager for each of the Series. The Manager had made the same election for the post-closing Operating Expenses incurred during the year ended December 31, 2018.
6.Capital Assets:
Underlying Assets are recorded at cost. The cost of the Underlying Asset includes the purchase price, including any deposits for the Underlying Asset funded by the Manager and “Acquisition Expenses,” which include transportation of the Underlying Asset to the Manager’s storage facility, pre-purchase inspection, pre-offering refurbishment, and other costs detailed in the Manager’s allocation policy.
The Company treats Underlying Assets as collectible and therefore the Company will not depreciate or amortize the Underlying Assets going forward. The Underlying Assets are considered long-lived assets and will be subject to an annual test for impairment. These long-lived assets are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset.
The Underlying Assets are initially purchased by the Company, either prior to launching an offering or through the exercising of a purchase option simultaneous with the closing of an offering for a particular Series. At closing of an offering for a Series of Interests the Underlying Assets, including capitalized Acquisition Expenses, are then transferred to the Series. Assets are transferred at cost and the Company receives cash from the Series from the proceeds of the offering. The Company uses the proceeds of the transfer to pay off any debt or amounts owed under purchase options and Acquisition Expenses. Acquisition Expenses are typically paid for in advance by the Manager, except in the case of Acquisition Expenses that are anticipated, but might not be incurred until after a closing, such as registration fees or fees related to the transportation of an Underlying Asset from the seller to the Company’s warehouse and are thus only capitalized into the cost of the acquired Underlying Asset after the Underlying Asset has already been transferred to the Series. The Series uses the remaining cash to repay any accrued interest on loans or marketing expenses related to the preparation of the marketing materials for a particular offering, by distributing the applicable amount to the Company, accounted for as “Distribution to RSE Collection” on the balance sheet. Furthermore, the Series distributes the appropriate amounts for Brokerage Fee, the Custody Fee and, if applicable, the Sourcing Fee using cash from the offering. In case of a closing at a loss, the Manager will make an additional capital contribution to the Series to cover any losses, which is represented as “Distribution to Series” on the balance sheet. Any remaining cash on the balance sheet of the Series after distributions have been made is retained for payment of future operating expenses.
The Company, through non-interest-bearing payments from the Manager or loans from officers of the Manager and third-parties invested in Underlying Asset. For the year ended December 31, 2019, the total investment in assets was $2,654,273 vs. $4,980,119 during the year ended December 31, 2018. Driven by a lower number of Underlying Assets acquired during the year ended December 31, 2019. The values for the respective years exclude $375,498 related to the Underlying Assets purchased in 2018 and sold in 2019
F-54
RSE COLLECTION, LLC
Notes to Consolidated Financial Statements
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Of the $2,654,273 of investments during the year ended December 31, 2019, $2,606,874 were related to the purchase price of, or down payments on Underlying Assets, vs. $4,932,013 during the year ended December 31, 2018. This brings the total spent on purchase price and down-payments at December 31, 2019 to $8,040,358, since the inception of the Company in August of 2016 vs. $5,433,484 at December 31, 2018.
Acquisition Expenses related to a particular Series, that are incurred prior to the closing of an offering, are initially funded by the Manager but will be reimbursed with the proceeds from an offering related to such Series, to the extent described in the applicable offering document. Unless, to the extent that certain Acquisition Expenses are anticipated prior to the closing, but incurred after the closing of an offering, for example registration fees, in which case, additional cash from the proceeds of the offering will be retained on the Series balance sheet to cover such future anticipated Acquisition Expenses after the closing of the offering. Acquisition Expenses are capitalized into the cost of the Underlying Asset as per the table below. Should a proposed offering prove to be unsuccessful, the Company will not reimburse the Manager and these expenses will be accounted for as capital contributions, and the Acquisition Expenses will be expensed.
For the year ended December 31, 2019, $47,399 of Acquisition Expenses related to the registration, transportation, inspection, repair of Underlying Assets and other acquisition related expenses were incurred vs. $48,106 during the year ended December 31, 2018. The Acquisition Expenses for the year ended December 31, 2019 were similar in amount to those for the year ended December 31, 2018 in spite of the lower number of Underlying Asset purchased in the year ended December 31, 2019, driven by the higher transportation costs related to the acquisition of Underlying Assets during the year ended December 31, 2019.
The total investment in Underlying Assets since the inception of the Company in August of 2016 is as follows, excluding the total investments of any Series for which the Underlying Assets have been sold:
F-55
RSE COLLECTION, LLC
Notes to Consolidated Financial Statements
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
As of 12/31/2019 | |||||||||||
Capitalized Costs | |||||||||||
| Applicable Series |
| Asset | Purchase Price / Down-payment | Trans-portation | Pre-Purchase Inspection | Improve-ment | Regis-tration | Other | Total | |
|
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|
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|
| |
Asset 1 | Series #77LE1 | (1,3) | 1977 Lotus Esprit S1 | $69,400 | $550 | $- | $- | $237 | $- | $70,187 | |
Asset 2 | Series #69BM1 | (1) | 1969 Boss 302 Mustang | 102,395 | 2,600 | 1,000 | - | 271 | - | 106,266 | |
Asset 3 | Series #85FT1 | (1) | 1985 Ferrari Testarossa | 172,500 | 2,498 | 557 | - | 271 | - | 175,826 | |
Asset 4 | Series #88LJ1 | (1) | 1988 Lamborghini Jalpa | 127,176 | 1,650 | 720 | 2,565 | 271 | - | 132,382 | |
Asset 5 | Series #55PS1 | (1) | 1955 Porsche Speedster | 405,000 | 2,100 | 400 | - | 286 | 600 | 408,386 | |
Asset 6 | Series #93XJ1 | (1) | 1993 Jaguar XJ220 | 460,000 | 1,200 | - | 26,500 | 286 | 600 | 488,586 | |
Asset 7 | Series #83FB1 | (1) | 1983 Ferrari 512 BBi | 330,000 | 1,200 | 1,320 | - | 286 | - | 332,806 | |
Asset 8 | Series #89PS1 | (1) | 1989 Porsche 911 Speedster | 160,000 | - | - | - | - | - | 160,000 | |
Asset 9 | Series #90FM1 | (1) | 1990 Ford Mustang 7Up Edition | 14,500 | - | - | - | 286 | - | 14,786 | |
Asset 10 | Series #95BL1 | (1) | 1995 BMW M3 Lightweight | 112,500 | 1,195 | - | 75 | 421 | 350 | 114,541 | |
Asset 11 | Series #98DV1 | (1) | 1998 Dodge Viper GTS-R | 120,000 | 1,895 | - | 649 | - | - | 122,544 | |
Asset 12 | Series #02AX1 | (1) | 2002 Acura NSX-T | 100,000 | 1,500 | - | - | 286 | - | 101,786 | |
Asset 13 | Series #99LE1 | (1) | 1999 Lotus Esprit Sport 350 | 62,100 | 1,300 | - | 585 | 286 | - | 64,271 | |
Asset 14 | Series #91MV1 | (1) | 1991 Mitsubishi 3000VT GR4 | 33,950 | 800 | - | 400 | 287 | - | 35,437 | |
Asset 15 | Series #94DV1 | (1) | 1994 Dodge Viper RT/10 | 52,500 | - | - | - | 287 | - | 52,787 | |
Asset 16 | Series #92LD1 | (1) | 1992 Lancia Delta Martini 5 Evo | 146,181 | 10,514 | - | 964 | 243 | - | 157,902 | |
Asset 17 | Series #72MC1 | (1) | 1972 Mazda Cosmo Sport | 115,000 | 265 | - | - | 297 | - | 115,562 | |
Asset 18 | Series #06FG1 | (1) | 2006 Ford GT | 309,000 | - | - | - | 286 | - | 309,286 | |
Asset 19 | Series #11BM1 | (1) | 2011 BMW 1M, 6-Speed Manual | 78,500 | 1,000 | - | - | 286 | - | 79,786 | |
Asset 20 | Series #80LC1 | (1) | 1980 Lamborghini Countach Turbo | 610,000 | 1,950 | 207 | - | 282 | - | 612,439 | |
Asset 21 | Series #02BZ1 | (1) | 2002 BMW Z8 | 185,000 | 525 | - | 490 | 286 | - | 186,301 | |
Asset 22 | Series #88BM1 | (1) | 1988 BMW E30 M3 | 135,000 | 525 | 239 | 415 | 286 | - | 136,465 | |
Asset 23 | Series #63CC1 | (1) | 1963 Chevrolet Corvette Split Window | 120,000 | - | - | - | 286 | - | 120,286 | |
Asset 24 | Series #76PT1 | (1) | 1976 Porsche 911 Turbo Cabrera | 179,065 | 2,500 | 500 | 450 | 287 | - | 182,802 | |
Asset 25 | Series #75RA1 | (1) | 1975 Renault Alpine A110 1300 | 75,000 | 250 | - | 266 | 287 | 100 | 75,903 | |
Asset 26 | Series #65AG1 | (1) | 1965 Alfa Romeo Giulia Sprint Speciale | 170,000 | - | - | - | 286 | - | 170,286 | |
Asset 27 | Series #93FS1 | (1) | 1993 Ferrari 348TS Series Speciale | 130,000 | 850 | - | - | 286 | - | 131,136 | |
Asset 28 | Series #90MM1 | (1) | 1990 Mazda Miata | 22,000 | 900 | - | - | 287 | - | 23,187 | |
Asset 29 | Series #61JE1 | (1) | 1961 Jaguar E-Type | 235,000 | - | - | - | 288 | 100 | 235,388 | |
Asset 30 | Series #88PT1 | (1) | 1988 Porsche 944 Turbo S | 61,875 | 905 | - | - | - | - | 62,780 | |
Asset 31 | Series #65FM1 | (1) | 1965 Ford Mustang 2+2 Fastback | 75,000 | 700 | - | - | 297 | - | 75,997 |
F-56
RSE COLLECTION, LLC
Notes to Consolidated Financial Statements
Asset 32 | Series #94LD1 | (1) | 1994 Lamborghini Diablo SE30 Jota | 570,000 | 1,950 | -
| - | 286 | - | 572,236 |
Asset 33 | Series #99SS1 | (1) | 1999 Shelby Series 1 | 126,575 | 1,650 | 716 | - | 286 | - | 129,227 |
Asset 34 | Series #94FS1 | (1) | 1994 Ferrari 348 Spider | 135,399 | 2,795 | - | - | 288 | - | 138,482 |
Asset 35 | Series #61MG1 | (1) | 1961 Maserati 3500GT | 325,000 | - | - | 303 | 287 | - | 325,590 |
Asset 36 | Series #92CC1 | (1) | 1992 Chevrolet Corvette ZR1 | 45,000 | 900 | - | - | 288 | - | 46,188 |
Asset 37 | Series #89FT1 | (1) | 1989 Ferrari Testarossa | 172,500 | 2,350 | - | - | 286 | - | 175,136 |
Asset 38 | Series #80PN1 | (1) | 1980 Porsche 928 | 45,750 | 1,350 | - | - | 288 | - | 47,388 |
Asset 39 | Series #89FG2 | (1) | 1989 Ferrari 328 GTS | 118,500 | 775 | - | - | 287 | - | 119,562 |
Asset 40 | Series #88LL1 | (1) | 1988 Lamborghini LM002 | 275,000 | 2,225 | - | - | 286 | - | 277,511 |
Asset 41 | Series #90ME1 | (2) | 1990 Mercedes 190E 2.5-16 Evo II | 251,992 | 10,469 | - | - | 304 | - | 262,766 |
Asset 42 | Series #87FF1 | (2) | 1987 Ferrari 412 | 11,000 | - | - | - | - | - | 11,000 |
Asset 43 | Series #82AV1 | (2) | 1982 Aston Martin V8 Vantage | 285,000 | - | - | 1,078 | 286 | - | 286,364 |
Asset 44 | Series #72FG2 | (2) | 1972 Ferrari 365 GTC/4 | 275,000 | 700 | - | - | 287 | - | 275,987 |
Asset 45 | Series #86FT1 | (2) | 1986 Ferrari Testarossa | - | - | 529 | - | - | - | 529 |
Asset 46 | Series #95FF1 | (2) | 1995 Ferrari 355 Spider | 105,000 | 3,200 | - | - | 288 | - | 108,488 |
Asset 47 | Series #03SS1 | (2) | 2003 Saleen S7 | 330,000 | - | - | - | - | - | 330,000 |
Total |
|
|
| $8,040,358 | $67,737 | $6,188 | $34,740 | $11,780 | $ 1,750 | $ 8,162,553 |
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Capitalized Costs 2016 |
|
| 298,971 | 2,650 | - | - | - | - | 301,621 | |
Capitalized Costs 2017 |
|
| 202,500 | 4,648 | 2,677 | 15,065 | 1,050 | 600 | 226,540 | |
Capitalized Costs 2018 |
|
| 4,932,013 | 26,905 | 2,252 | 17,578 | 421 | 950 | 4,980,119 | |
Capitalized Costs 2019 |
|
| 2,606,874 | 33,533 | 1,259 | 2,097 | 10,310 | 200 | 2,654,273 | |
Grand Total |
|
|
| $8,040,358 | $ 67,737 | $ 6,188 | $ 34,740 | $ 11,781 | $ 1,750 | $ 8,162,553 |
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Note: Table excludes $375,498 of capitalized costs related to Underlying Assets acquired in 2018 and sold in 2019, of which $372,500 were related to purchase price / down payments and $2,998 to Acquisition Expenses.
1.Offering for Series Interests closed at December 31, 2019 and Underlying Asset owned by applicable Series.
2.At December 31, 2019 owned by RSE Collection, LLC and not by any Series. To be owned by the applicable Series as of the closing of the applicable offering.
3.Series #77LE1 Interests were issued under Rule 506(c) and as such Series #77LE1 has not been broken out as a separate Series in the financial statements but is included in the table above.
F-57
RSE COLLECTION, LLC
Notes to Consolidated Financial Statements
F-57
RSE COLLECTION, LLC
Notes to Consolidated Financial Statements
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
7.Members’ Equity:
Members’ equity for the Company and any Series consists of capital contributions from the Manager, or its affiliates, Membership Contributions and the Net Income / (Loss) for the year.
Capital contributions from the Manager are made to cover Operating Expenses (as described in Note B(5) above), such as storage, insurance, transportation and ongoing accounting and legal expenses incurred by the Company or any of the Series, for which the Manager has elected not to be reimbursed.
Members’ equity in Membership Contributions issued in a successful closing of an offering for a particular Series are calculated by taking the amount of membership Interests sold in an offering, net of Brokerage Fee, Custody Fee and Sourcing Fee as shown in the table below. In the case of a particular offering, the Brokerage Fee, the Custody Fee and Sourcing Fee (which may be waived by the Manager) related to the offering are paid from the proceeds of any successfully closed offering. These expenses will not be incurred by the Company or the applicable Series or the Manager, if an offering does not close. At December 31, 2019, the following offerings for Series Interests had closed:
F-58
RSE COLLECTION, LLC
Notes to Consolidated Financial Statements
F-58
RSE COLLECTION, LLC
Notes to Consolidated Financial Statements
Applicable Series | Asset | Closing Date | Membership Interests | Brokerage Fee | Sourcing Fee | Custody Fee | Distributions | Total |
Series #77LE1 | 1977 Lotus Esprit S1 | 4/13/2017 | $77,700 | $1,049 | $3,443 | $- | $- | $73,208 |
Series #69BM1 | 1969 Boss 302 Mustang | 2/7/2018 | 115,000 | 778 | 2,986 | - | - | 111,236 |
Series #85FT1 | 1985 Ferrari Testarossa | 2/16/2018 | 165,000 | 1,117 | - | - | - | 163,883 |
Series #88LJ1 | 1988 Lamborghini Jalpa | 4/12/2018 | 135,000 | 914 | 578 | - | - | 133,508 |
Series #55PS1 | 1955 Porsche Speedster | 6/6/2018 | 425,000 | 2,869 | - | - | - | 422,131 |
Series #93XJ1 | 1993 Jaguar XJ220 | 11/6/2018 | 495,000 | 3,487 | - | 3,713 | - | 487,801 |
Series #83FB1 | 1983 Ferrari 512 BBi | 9/5/2018 | 350,000 | 2,522 | 9,162 | 2,625 | - | 335,691 |
Series #89PS1 | 1989 Porsche 911 Speedster | 7/31/2018 | 165,000 | 470 | 1,771 | 1,238 | - | 161,521 |
Series #90FM1 | 1990 Ford Mustang 7Up Edition | 7/31/2018 | 16,500 | 90 | 464 | 500 | - | 15,446 |
Series #95BL1 | 1995 BMW M3 Lightweight | 7/12/2018 | 118,500 | 870 | - | 889 | - | 116,742 |
Series #98DV1 | 1998 Dodge Viper GTS-R | 10/11/2018 | 130,000 | 954 | 2,314 | 975 | - | 125,757 |
Series #06FS1 | 2006 Ferrari F430 Spider | 10/19/2018 | 199,000 | 1,463 | 774 | 1,493 | 195,271 | - |
Series #02AX1 | 2002 Acura NSX-T | 11/30/2018 | 108,000 | 793 | 1,944 | 810 | - | 104,452 |
Series #99LE1 | 1999 Lotus Esprit Sport 350 | 12/4/2018 | 69,500 | 510 | 1,770 | 521 | - | 66,699 |
Series #91MV1 | 1991 Mitsubishi 3000VT GR4 | 12/7/2018 | 38,000 | 279 | 600 | 500 | - | 36,621 |
Series #94DV1 | 1994 Dodge Viper RT/10 | 12/26/2018 | 57,500 | 388 | 1,841 | 500 | - | 54,771 |
Series #92LD1 | 1992 Lancia Delta Martini 5 Evo | 12/26/2018 | 165,000 | 1,114 | 2,219 | 1,238 | - | 160,430 |
Series #00FM1 | 2000 Ford Mustang Cobra R | 1/4/2019 | 49,500 | 364 | 862 | 500 | 47,774 | - |
Series #72MC1 | 1972 Mazda Cosmo Sport | 1/4/2019 | 124,500 | 542 | 2,474 | 934 | - | 120,551 |
Series #06FG1 | 2006 Ford GT | 1/8/2019 | 320,000 | 2,316 | 3,198 | 2,400 | - | 312,086 |
Series #11BM1 | 2011 BMW 1M, 6-Speed Manual | 1/25/2019 | 84,000 | 567 | 517 | 630 | - | 82,286 |
Series #80LC1 | 1980 Lamborghini Countach Turbo | 2/11/2019 | 635,000 | 4,305 | 9,216 | 4,763 | - | 616,716 |
Series #02BZ1 | 2002 BMW Z8 | 2/11/2019 | 195,000 | 1,316 | 2,620 | 1,463 | - | 189,601 |
Series #88BM1 | 1988 BMW E30 M3 | 2/25/2019 | 141,000 | 952 | 226 | 1,058 | - | 138,765 |
Series #63CC1 | 1963 Chevrolet Corvette Split Window | 3/18/2019 | 126,000 | 916 | 1,553 | 945 | - | 122,586 |
Series #76PT1 | 1976 Porsche 911 Turbo Cabrera | 3/22/2019 | 189,900 | 1,382 | 1,793 | 1,424 | - | 185,301 |
Series #75RA1 | 1975 Renault Alpine A110 1300 | 4/9/2019 | 84,000 | 586 | 3,732 | 630 | - | 79,052 |
Series #65AG1 | 1965 Alfa Romeo Giulia Sprint Speciale | 4/16/2019 | 178,500 | 1,272 | 1,903 | 1,339 | - | 173,986 |
Series #93FS1 | 1993 Ferrari 348TS Series Speciale | 4/22/2019 | 137,500 | 1,011 | 1,272 | 1,031 | - | 134,186 |
Series #90MM1 | 1990 Mazda Miata | 4/26/2019 | 26,600 | 196 | 918 | 500 | - | 24,986 |
Series #61JE1 | 1961 Jaguar E-Type | 4/26/2019 | 246,000 | 1,661 | 3,858 | 1,845 | - | 238,636 |
Series #88PT1 | 1988 Porsche 944 Turbo S | 7/23/2019 | 66,000 | 495 | - | 500 | - | 65,005 |
Series #65FM1 | 1965 Ford Mustang 2+2 Fastback | 7/23/2019 | 82,500 | 619 | 1,966 | 619 | - | 79,297 |
Series #94LD1 | 1994 Lamborghini Diablo SE30 Jota | 8/19/2019 | 597,500 | 4,481 | 11,251 | 4,481 | - | 577,286 |
Series #99SS1 | 1999 Shelby Series 1 | 9/12/2019 | 137,500 | 1,375 | 1,815 | 1,031 | - | 133,279 |
Series #94FS1 | 1994 Ferrari 348 Spider | 9/18/2019 | 145,000 | 1,450 | 669 | 1,088 | - | 141,794 |
Series #61MG1 | 1961 Maserati 3500GT | 9/30/2019 | 340,000 | 2,550 | 4,613 | 2,550 | - | 330,287 |
Series #92CC1 | 1992 Chevrolet Corvette ZR1 | 10/2/2019 | 52,500 | 525 | 2,875 | 500 | - | 48,600 |
Series #89FT1 | 1989 Ferrari Testarossa | 10/11/2019 | 180,000 | 1,800 | - | 1,350 | - | 176,850 |
Series #80PN1 | 1980 Porsche 928 | 11/6/2019 | 48,000 | 480 | - | 500 | - | 47,020 |
Series #89FG2 | 1989 Ferrari 328 GTS | 11/14/2019 | 127,500 | 1,275 | 1,719 | 956 | - | 123,550 |
Series #88LL1 | 1988 Lamborghini LM002 | 12/9/2019 | 292,000 | 2,920 | 3,115 | 2,190 | - | 283,775 |
Total |
|
| $7,435,700 | $55,021 | $92,030 | $50,226 | $243,045 | $6,995,378 |
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Note: represents Membership Contributions net of Brokerage Fee, Sourcing Fee and Custody Fee at closing of offering for respective Series.
Note: Series #77LE1 Interests were issued under Rule 506(c) and as such Series #77LE1 has not been broken out as a separate Series in the financial statements but is included in the table above.
Note: Underlying Assets for #06FS1 and #00FM1 were sold and membership distributions to Interest holders were made.
F-59
RSE COLLECTION, LLC
Notes to Consolidated Financial Statements
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
8.Income taxes:
Each existing Series has elected and qualified, and the Company intends that each future Series will elect and qualify, to be taxed as a corporation under the Internal Revenue Code of 1986. Each separate Series intends to be accounted for as described in ASC Topic 740,"Income Taxes," which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. There were no uncertain tax positions as of December 31, 2019.
RSE Collection, LLC, as the master series of the Company intends to be taxed as a “partnership” or a “disregarded entity” for federal income tax purposes and will not make any election or take any action that could cause it to be separately treated as an association taxable as a corporation under Subchapter C of the Code.
9.Earnings (loss) / income per membership interest:
Upon completion of an offering, each Series intends to comply with accounting and disclosure requirement of ASC Topic 260,"Earnings per Share." For each Series, earnings (loss) / income per membership interest (“EPMI”) will be computed by dividing net (loss) / income for a particular Series by the weighted average number of outstanding membership Interests in that particular Series during the year.
As of the year ended December 31, 2019, 41 Series, excluding Series #77LE1, had closed offerings vs. 16 during the year ended December 31, 2018 and the (losses) / income per membership Interest for each Series were as follows:
F-60
RSE COLLECTION, LLC
Notes to Consolidated Financial Statements
F-60
RSE COLLECTION, LLC
Notes to Consolidated Financial Statements
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|
|
| 12/31/2019 |
|
| 12/31/2018 |
|
Applicable Series | Automobile | Membership Interests | Net (Loss) / Income | EPMI |
| Net Loss | EPMI |
Series #69BM1 | 1969 Boss 302 Mustang | 2,000 | (4,471) | ($2.24) |
| $(3,473) | ($1.74) |
Series #85FT1 | 1985 Ferrari Testarossa | 2,000 | (5,806) | (2.90) |
| (4,173) | (2.09) |
Series #88LJ1 | 1988 Lamborghini Jalpa | 2,000 | (6,352) | (3.18) |
| (2,868) | (1.43) |
Series #55PS1 | 1955 Porsche Speedster | 2,000 | (5,763) | (2.88) |
| (3,678) | (1.84) |
Series #95BL1 | 1995 BMW M3 Lightweight | 2,000 | (4,41) | (2.21) |
| (1,768) | (0.88) |
Series #89PS1 | 1989 Porsche 911 Speedster | 2,000 | (4,358) | (2.18) |
| (790) | (0.39) |
Series #90FM1 | 1990 Ford Mustang 7Up Edition | 2,000 | (4,032) | (2.02) |
| (1,176) | (0.59) |
Series #83FB1 | 1983 Ferrari 512 BBi | 5,000 | (5,264) | (1.05) |
| (1,831) | (0.37) |
Series #98DV1 | 1998 Dodge Viper GTS-R | 2,000 | (4,457) | (2.23) |
| (799) | (0.40) |
Series #06FS1 | 2006 Ferrari F430 Spider | 5,000 | 26,702 | 5.34 |
| (879) | (0.18) |
Series #93XJ1 | 1993 Jaguar XJ220 | 5,000 | (2,904) | (0.58) |
| (539) | (0.11) |
Series #02AX1 | 2002 Acura NSX-T | 2,000 | (3,876) | (1.94) |
| (402) | (0.20) |
Series #99LE1 | 1999 Lotus Esprit Sport 350 | 2,000 | (4,235) | (2.12) |
| (215) | (0.11) |
Series #91MV1 | 1991 Mitsubishi 3000VT GR4 | 2,000 | (4,120) | (2.06) |
| (183) | (0.09) |
Series #92LD1 | 1992 Lancia Delta Martini 5 Evo | 3,000 | (5,237) | (1.75) |
| (23) | (0.01) |
Series #94DV1 | 1994 Dodge Viper RT/10 | 2,000 | (4,281) | (2.14) |
| (79) | (0.04) |
Series #00FM1 | 2000 Ford Mustang Cobra R | 2,000 | 10,670 | 5.34 |
| - | - |
Series #72MC1 | 1972 Mazda Cosmo Sport | 2,000 | (4,284) | (2.14) |
| - | - |
Series #06FG1 | 2006 Ford GT | 5,000 | (4,964) | (0.99) |
| - | - |
Series #11BM1 | 2011 BMW 1M, 6-Speed Manual | 2,000 | (3,557) | (1.78) |
| - | - |
Series #80LC1 | 1980 Lamborghini Countach Turbo | 5,000 | (4,217) | (0.84) |
| - | - |
Series #02BZ1 | 2002 BMW Z8 | 3,000 | (4,714) | (1.57) |
| - | - |
Series #88BM1 | 1988 BMW E30 M3 | 3,000 | (3,821) | (1.27) |
| - | - |
Series #63CC1 | 1963 Chevrolet Corvette Split Window | 2,000 | (3,657) | (1.83) |
| - | - |
Series #76PT1 | 1976 Porsche 911 Turbo Cabrera | 3,000 | (3,669) | (1.22) |
| - | - |
Series #75RA1 | 1975 Renault Alpine A110 1300 | 3,000 | (3,413) | (1.14) |
| - | - |
Series #65AG1 | 1965 Alfa Romeo Giulia Sprint Speciale | 2,000 | (3,385) | (1.69) |
| - | - |
Series #93FS1 | 1993 Ferrari 348TS Series Speciale | 2,000 | (1,530) | (0.77) |
| - | - |
Series #90MM1 | 1990 Mazda Miata | 5,000 | (1,183) | (0.24) |
| - | - |
Series #61JE1 | 1961 Jaguar E-Type | 3,000 | (3,048) | (1.02) |
| - | - |
Series #88PT1 | 1988 Porsche 944 Turbo S | 2,200 | (1,322) | (0.60) |
| - | - |
Series #65FM1 | 1965 Ford Mustang 2+2 Fastback | 2,000 | (2,697) | (1.35) |
| - | - |
Series #94LD1 | 1994 Lamborghini Diablo SE30 Jota | 5,000 | (2,597) | (0.52) |
| - | - |
Series #99SS1 | 1999 Shelby Series 1 | 1,000 | (1,612) | (1.61) |
| - | - |
Series #94FS1 | 1994 Ferrari 348 Spider | 2,000 | (870) | (0.44) |
| - | - |
Series #61MG1 | 1961 Maserati 3500GT | 5,000 | (1,676) | (0.34) |
| - | - |
Series #92CC1 | 1992 Chevrolet Corvette ZR1 | 2,000 | (643) | (0.32) |
| - | - |
Series #89FT1 | 1989 Ferrari Testarossa | 4,000 | (1,922) | (0.48) |
| - | - |
Series #80PN1 | 1980 Porsche 928 | 5,000 | (487) | (0.10) |
| - | - |
Series #89FG2 | 1989 Ferrari 328 GTS | 1,700 | (461) | (0.27) |
| - | - |
Series #88LL1 | 1988 Lamborghini LM002 | 2,000 | (1,378) | (0.69) |
| - | - |
F-61
RSE COLLECTION, LLC
Notes to Consolidated Financial Statements
NOTE C - RELATED PARTY TRANSACTIONS
Series Members
The managing member of the Company is the Manager. The Company will admit additional members to each of its Series through the offerings of membership Interests in each Series. By purchasing an Interest in a Series of Interests, the investor is admitted as a member of the Series and will be bound by the Company's Operating Agreement. Under the Operating Agreement, each investor grants a power of attorney to the Manager. The Operating Agreement provides the Manager with the ability to appoint officers and advisory board members.
Officer and Affiliate Loans
Individual officers and affiliates of the Manager have made loans to the Company to facilitate the purchase of collectible Assets prior to the closing of a Series’ offering. Each of the loans and related interest have been paid by the Company through proceeds of the offering associated with a Series. Once the Series repays the Company and other parties, such as the Manager, the broker of record and the custody broker and their respective affiliates, from the proceeds of a closed offering, the Assets was transferred to the related Series and it is anticipated that no Series will bear the economic effects of any loan made to purchase another Asset.
The table below indicates the timing of the loans made to the Company by officers and affiliates of the Manager and the associated accrued interest and principal payments made at the timing of the respective Series associated with the Underlying Assets originally acquired by the respective loans. For any future Series for which the Company receives a loan to finance the acquisition of the Underlying Asset, the Company intends to repay any such outstanding related-party loans plus accrued interest upon completion of the applicable related offerings.
Loan | Series | Principal | Accrued Interest | Status | Loan Date | Annual Interest Rate | Offering Closed Date |
Loan 1 | #77LE1 | $69,400 | $241 | Repaid from proceeds | 10/3/2016 | 0.66% | 4/13/2017 |
Loan 2 | 69BM1 | 97,395 | 821 | Repaid from proceeds | 10/31/2016 | 0.66% | 2/9/2018 |
Loan 4 | #85FT1 | 47,500 | 401 | Repaid from proceeds | 6/1/2017 | 1.18% | 2/16/2018 |
Loan 3 | #88LJ1 | 119,676 | 1,126 | Repaid from proceeds | 11/23/2016 | 0.68% | 4/12/2018 |
Loan 5 | #55PS1 | 20,000 | 228 | Repaid from proceeds | 7/1/2017 | 1.22% | 6/6/2018 |
Loan 6 | #55PS1 | 100,000 | 550 | Repaid from proceeds | 2/15/2018 | 1.81% | 6/6/2018 |
Loan 7 | #93XJ1 | 25,000 | 336 | Repaid from proceeds | 3/2/2018 | 1.96% | 11/7/2018 |
Loan 8 | #95BL1 | 10,000 | 60 | Repaid from proceeds | 3/30/2018 | 1.96% | 7/12/2018 |
Loan 9 | #93XJ1 | 145,000 | 4,767 | Repaid from proceeds | 3/2/2018 | 10.00% | 7/1/2018 |
Loan 10 | 98DV1 | 80,000 | 513 | Repaid from proceeds | 6/28/2018 | 2.34% | 10/6/2018 |
Loan 11 | #02AX1 | 100,000 | 481 | Repaid from proceeds | 9/21/2018 | 2.51% | 11/30/2018 |
Loan 12 | #99LE1 | 62,100 | 243 | Repaid from proceeds | 10/9/2018 | 2.55% | 12/4/2018 |
Additional |
| 1,900 | - | Repaid additional amount outstanding | 6/6/2018 | ||
Amounts repaid as of 12/31/2018 | $(877,971) | $(9,767) |
|
|
|
| |
Balance 12/31/2018 | $- | $- |
|
|
|
|
Note: $1,900 additional loan not related to a specific Underlying Asset, originally intended for additional Underlying Asset acquisitions, but repaid.
Note: Principal not including $205,000 and accrued interest not including $309 related to the J.J. Best third-party loan.
Note: Series #77LE1 Interests were issued under Rule 506(c) and as such Series #77LE1 has not been broken out as a separate Series in the financial statements but is included in the table above.
As of December 31, 2019, and as of December 31, 2018, no loans to the Company were outstanding to either officers or affiliates of the Manager.
F-62
RSE COLLECTION, LLC
Notes to Consolidated Financial Statements
F-62
RSE COLLECTION, LLC
Notes to Consolidated Financial Statements
NOTE D -DEBT
On April 30, 2019, the Manager and the Company, including an affiliate of the Manager, entered into a $1.5 million revolving line of credit (the “LoC”) with Silicon Valley Bank. The LoC allowed the Manager to draw up to 80% of the value of an Underlying Assets for any asset held on the books of the Company for less than 180 days. Interest rate on any amounts outstanding under the LoC accrued at a floating per annum rate equal to the greater of (i) 0.50% above the Prime Rate (defined as the rate published in the money rates section of The Wall Street Journal) and (ii) 6.0%. Interest expense was paid monthly by the Manager. The Company was also held jointly and severably liable for any amounts outstanding under this LoC. On December 20, 2019, the Manager and the Company cancelled the LoC and repaid $220,000 outstanding under the LoC plus accrued interest of $1,100.
Simultaneous with the cancellation of the LoC, the Manger and the Company, including an affiliate of the Manager, entered into a $2.25 million demand note (the “DM”) with Upper90. The DM allowed the Manager to draw up to 100% of the value of the Underlying Assets for any asset held on the books of the Company. Interest rate on any amounts outstanding under the DM accrued at a fixed per annum rate of 15%. The Company is also held jointly and severably liable for any amounts outstanding under this DM. The Manager expects to replace the DM with permanent financing from Upper90 with similar terms as the DM during the second quarter of 2020.
As of December 31, 2019, $1,560,000 debt plus $7,800 of accrued interest was outstanding under the DM. Of the $1,560,000 outstanding, $995,000 were related to automobile assets and the remainder to assets of the affiliate of the Manager, per the table below:
Borrowing Base | ||||
Asset Type | Series | Underlying Asset | $ Borrowed | Date Drawn |
Automobile | #81AV1 | 1982 Aston Martin V8 Vantage | $285,000 | 12/20/2019 |
Automobile | #72FG2 | 1972 Ferrari 365 GT C/4 | 275,000 | 12/20/2019 |
Automobile | #95FF1 | 1995 Ferrari 355 Spider | 105,000 | 12/20/2019 |
Automobile | #03SS1 | 2003 Series Saleen S7 | 330,000 | 12/20/2019 |
Memorabilia | #98JORDAN | 1998 Michael Jordan Jersey | 120,000 | 12/20/2019 |
Memorabilia | #33RUTH | 1933 Babe Ruth Card | 74,000 | 12/20/2019 |
Memorabilia | #56MANTLE | 1956 Mickey Mantle Card | 9,000 | 12/20/2019 |
Memorabilia | #88JORDAN | 1988 Air Jordan III Sneakers | 20,000 | 12/20/2019 |
Memorabilia | #AGHOWL | First Edition Howl and Other Poems | 15,500 | 12/20/2019 |
Memorabilia | ROOSEVELT | First Edition African Game Trails | 17,000 | 12/20/2019 |
Memorabilia | #ULYSSES | 1935 First Edition Ulysses | 22,000 | 12/20/2019 |
Memorabilia | #YOKO | First Edition Grapefruit | 12,500 | 12/20/2019 |
Memorabilia | BIRKINBOR | 2015 Hermès Bordeaux Birkin | 50,000 | 12/20/2019 |
Memorabilia | HIMALAYA | 2014 Hermès Himalaya Birkin | 130,000 | 12/20/2019 |
Memorabilia | #SPIDER1 | 1963 Amazing Spider-Man #1 | 20,000 | 12/20/2019 |
Memorabilia | #BATMAN3 | 1940 Batman #3 | 75,000 | 12/20/2019 |
Total |
|
| $1,560,000 |
|
Note: Series #81AV1, Series #72FG2, Series #95FF1 and Series #03SS1 are Series of Company, the remainder are Series of an affiliate of the Manager.
F-63
RSE COLLECTION, LLC
Notes to Consolidated Financial Statements
F-64
RSE COLLECTION, LLC
Notes to Consolidated Financial Statements
F-64
RSE COLLECTION, LLC
Notes to Consolidated Financial Statements
NOTE E - REVENUE, EXPENSE AND COST ALLOCATION METHODOLOGY
Overview of Revenues
As of December 31, 2019, we have not yet generated any revenues directly attributable to the Company or any Series to date. In addition, we do not anticipate the Company or any Series to generate any revenue in excess of costs associated with such revenues until 2021. In early 2019, the Manager of the Company launched its first showroom in New York City and in mid-2019 launched an online shopping experience for merchandise In future, the Manager of the Company plans to roll out additional opportunities for revenue generation including additional showrooms.
Overview of Costs and Expenses
The Company distinguishes costs and expenses between those related to the purchase of a particular Underlying Asset and Operating Expenses related to the management of such Asset assets.
Fees and expenses related to the purchase of an Underlying Asset include Offering Expenses, Acquisition Expenses, Brokerage Fee, Custody Fee and Sourcing Fee.
Within Operating Expenses, the Company distinguishes between Operating Expenses incurred prior to the closing of an offering and those incurred after the closing of an offering. Although these pre- and post- closing Operating Expenses are similar in nature and consist of expenses such as storage, insurance, transportation, marketing and maintenance and professional fees such as ongoing bookkeeping, legal and accounting expenses associated with a Series, pre-closing Operating Expenses are borne by the Manager and are not expected to be reimbursed by the Company or the economic members. Post-closing Operating Expenses are the responsibility of each Series of Interest and may be financed through (i) revenues generated by the Series or cash reserves at the Series or (ii) contributions made by the Manager, for which the Manager does not seek reimbursement or (iii) loans by the Manager, for which the Manager may charge a rate of interest or (iv) issuance of additional Interest in a Series (at the discretion of the Manager).
Allocation Methodology
Allocation of revenues and expenses and costs will be made amongst the various Series in accordance with the Manager's allocation policy. The Manager's allocation policy requires items that are related to a specific Series to be charged to that specific Series. Items not related to a specific Series will be allocated pro rata based upon the value of the underlying Asset assets or the number of Assets, as stated in the Manager’s allocation policy and as determined by the Manager. The Manager may amend its allocation policy in its sole discretion from time to time.
F-64
RSE COLLECTION, LLC
Notes to Consolidated Financial Statements
NOTE E - REVENUE, EXPENSE AND COST ALLOCATION METHODOLOGY (CONTINUED)
Allocation Methodology or Description by Category
Revenue: Revenues from the anticipated commercialization of the collection of Assets will be allocated amongst the Series whose underlying Assets are part of the commercialization events, based on the value of the underlying Asset assets. No revenues attributable directly to the Company or any Series have been generated during the year ended December 31, 2019.
Offering Expenses: Offering Expenses, other than those related to the overall business of the Manager (as described in Note B(4)) are funded by the Manager and generally reimbursed through the Series proceeds upon the closing of an offering. Offering Expenses are charged to a specific Series.
Acquisition Expenses:Acquisition Expenses (as described in Note B(6)), are typically funded by the Manager, and reimbursed from the Series proceeds upon the closing of an offering. Unless, to the extent that certain Acquisition Expenses are anticipated prior to the closing, but incurred after the closing of an offering, for example registration fees, in which case, additional cash from the proceeds of the offering will be retained on the Series balance sheet to cover such future anticipated Acquisition Expenses after the closing of the offering. Acquisition Expenses incurred are capitalized into the cost of the Underlying Asset on the balance sheet of the Company and subsequently transferred to the Series upon closing of the offering for the Series Interests.
Sourcing Fee / Losses:The Sourcing Fee is paid to the Manager from the Series proceeds upon the close of an offering (see note B(7)) and is charged to the specific Series. Losses incurred related to closed offerings, due to shortfalls between proceeds from closed offerings and costs incurred in relation to these offerings are charged to the specific Series but are reimbursed by the Manager and accounted for as capital contributions to the Series (as described in Note B(6)).
Brokerage Fee:The Brokerage Fee is paid to the Broker of record from the Series proceeds upon the closing of an offering (see note B(7)) and is charged to the specific Series.
Custody Fee:The Custody Fee is paid to the Custodian from the Series proceeds upon the closing of an offering (see note B(7)) and is charged to the specific Series. For the offerings for Series #77LE1, Series #69BM1, Series #85FT1, Series #88LJ1 and Series #55PS1, no custody agreement was in place prior to the close of the offerings, and as such, no Custody Fee was due at the time of closing. Should a Custody Fee become applicable for these offerings at a later date, the costs will be borne by the Manager and the Manager will not be reimbursed. For all subsequent offerings, the Custody Fee will be paid for from the proceeds of the offering.
Operating Expenses:Operating Expenses (as described in Note B(5)), including storage, insurance, maintenance costs, transportation, professional fees and marketing and other Series related Operating Expenses, are expensed as incurred:
oPre-closing Operating Expenses are borne by the Manager and accounted for as capital contributions from the Manager to the Company and are not reimbursed.
oPost-closing Operating Expenses are the responsibility of each individual Series.
oIf not directly charged to the Company or a Series, Operating Expenses are allocated as follows:
Insurance: based on the premium rate allocated by value of the Underlying Assets
Storage and transportation: based on the number of Underlying Assets
Professional fees: $100 per Series per month
F-65
RSE COLLECTION, LLC
Notes to Consolidated Financial Statements
NOTE F - FREE CASH FLOW DISTRIBUTIONS AND MANAGEMENT FEES
Any available Free Cash Flow of a Series of Interests shall be applied in the following order of priority, at the discretion of the Manager:
i)Repayment of any amounts outstanding under Operating Expenses Reimbursement Obligations.
ii)Thereafter, reserves may be created to meet future Operating Expenses for a particular Series.
iii)Thereafter, at least 50% of Free Cash Flow (net of corporate income taxes applicable to such Series of Interests) may be distributed as dividends to interest holders of a particular Series.
iv)The Manager may receive up to 50% of Free Cash Flow in the form of a management fee, which is accounted for as an expense to the statement of operations of a particular Series.
“Free Cash Flow” is defined as net income (as determined under GAAP) generated by any Series of Interests plus any change in net working capital and depreciation and amortization (and any other non-cash Operating Expenses) and less any capital expenditures related to the relevant Series.
As of December 31, 2019, and December 31, 2018, no distributions of Free Cash Flow or management fees were paid by the Company or in respect of any Series. The Company did make distributions to interest holders related to sale of Underlying Assets as described in “Asset Dispositions” in “Note A - Description Of Organization and Business Operations”.
NOTE G - INCOME TAX
As of December 31, 2019, and 2018, each individual Series has elected to be treated as a corporation for tax purposes.
No provision for income taxes for the years ended December 31, 2019 and 2018, respectively, has been recorded for any individual Series as all individual Series incurred net losses, except as detailed below. Each individual Series records a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets primarily resulting from net operating losses will not be realized. The Company’s net deferred tax assets at December 31, 2019 and 2018 are fully offset by a valuation allowance (other than for Series #00FM1, #06FS1 and 2003 Porsche 911 GT2 as described below), and therefore, no tax benefit applicable to the loss for each individual Series for the years ended December 31, 2019 and 2018 has been recognized. Losses incurred after January 1, 2018 do not expire for federal income tax purposes.
Series #00FM1 and #06FS1 have sold their primary operating asset in the year ended December 31, 2019 and in addition the Company sold the Underlying Asset 2003 Porsche 911 GT2 prior to the launch of an offering for such Underlying Asset and at the time of the sale the asset was still on the books of the Company and any tax implications of the sale accrue to the members of the Company as it is considered a partnership for tax purposes (see Note A). As a result, the Company has recorded a provision for income taxes using an effective tax rate as shown below:
Provision for income taxes | |||
Series # |
| #06FS1 | #00FM1 |
Income before provision for income taxes |
| 34,714 | 14,438 |
Reversal of valuation allowance |
| (2,145) | (1,057) |
Taxed at federal and state statutory rates |
| 21% | 21% |
Provision for income taxes |
| $6,746 | $2,711 |
Reconciliation of the benefit expense for income taxes from continuing operations recorded in the consolidated statements of operations with the amounts computed at the statutory federal tax rates is shown below. RSE Collection has elected to be treated as a partnership; thus, for the years ended December 31, 2019 and 2018 the only tax affected components of deferred tax assets and deferred tax liabilities related to closed Series.
F-66
RSE COLLECTION, LLC
Notes to Consolidated Financial Statements
NOTE G - INCOME TAX (CONTINUED)
Federal Tax Benefit at Statutory Rate for the Year Ended December 31, 2019:
Federal Tax Benefit at Statutory Rate | Change in Valuation Allowance | Benefit for Income Taxes | |
Series #77LE1 | $(903) | $903 | $- |
Series #69BM1 | (939) | 939 | - |
Series #85FT1 | (1,219) | 1,219 | - |
Series #88LJ1 | (1,334) | 1,334 | - |
Series #55PS1 | (1,210) | 1,210 | - |
Series #95BL1 | (928) | 928 | - |
Series #89PS1 | (915) | 915 | - |
Series #90FM1 | (847) | 847 | - |
Series #83FB1 | (1,105) | 1,105 | - |
Series #98DV1 | (936) | 936 | - |
Series #93XJ1 | (610) | 610 | - |
Series #02AX1 | (814) | 814 | - |
Series #99LE1 | (889) | 889 | - |
Series #91MV1 | (865) | 865 | - |
Series #92LD1 | (1,100) | 1,100 | - |
Series #94DV1 | (899) | 899 | - |
Series #72MC1 | (900) | 900 | - |
Series #06FG1 | (1,042) | 1,042 | - |
Series #11BM1 | (748) | 748 | - |
Series #80LC1 | (886) | 886 | - |
Series #02BZ1 | (990) | 990 | - |
Series #88BM1 | (803) | 803 | - |
Series #63CC1 | (768) | 768 | - |
Series #76PT1 | (770) | 770 | - |
Series #75RA1 | (717) | 717 | - |
Series #65AG1 | (711) | 711 | - |
Series #93FS1 | (321) | 321 | - |
Series #90MM1 | (248) | 248 | - |
Series #61JE1 | (640) | 640 | - |
Series #88PT1 | (277) | 277 | - |
Series #65FM1 | (566) | 566 | - |
Series #94LD1 | (545) | 545 | - |
Series #99SS1 | (339) | 339 | - |
Series #94FS1 | (183) | 183 | - |
Series #61MG1 | (352) | 352 | - |
Series #92CC1 | (135) | 135 | - |
Series #89FT1 | (404) | 404 | - |
Series #80PN1 | (102) | 102 | - |
Series #89FG2 | (97) | 97 | - |
Series #88LL1 | (289) | 289 | - |
Total | $(28,345) | $28,345 | - |
|
|
|
|
Note: Series #77LE1 has not been broken out as a separate Series but is included in the table above.
F-67
RSE COLLECTION, LLC
Notes to Consolidated Financial Statements
F-67
RSE COLLECTION, LLC
Notes to Consolidated Financial Statements
NOTE G - INCOME TAX (CONTINUED)
Federal Tax Benefit at Statutory Rate for the Year Ended December 31, 2018:
Federal Tax Benefit at Statutory Rate | Change in Valuation Allowance | Benefit for Income Taxes | |
Series #77LE1 | $ (778) | $ 778 | $ - |
Series #69BM1 | (729) | 729 | - |
Series #85FT1 | (876) | 876 | - |
Series #88LJ1 | (602) | 602 | - |
Series #55PS1 | (772) | 772 | - |
Series #95BL1 | (371) | 371 | - |
Series #89PS1 | (166) | 166 | - |
Series #90FM1 | (247) | 247 | - |
Series #83FB1 | (385) | 385 | - |
Series #98DV1 | (168) | 168 | - |
Series #06FS1 | (185) | 185 | - |
Series #93XJ1 | (113) | 113 | - |
Series #02AX1 | (85) | 85 | - |
Series #99LE1 | (45) | 45 | - |
Series #91MV1 | (38) | 38 | - |
Series #92LD1 | (5) | 5 | - |
Series #94DV1 | (17) | 17 | - |
Total | $ (5,582) | $ 5,582 | - |
|
|
|
|
Note: Series #77LE1 has not been broken out as a separate Series but is included in the table above.
F-68
RSE COLLECTION, LLC
Notes to Consolidated Financial Statements
NOTE G - INCOME TAX (CONTINUED)
Tax affected components of deferred tax assets and deferred tax liabilities at December 31, 2019, consisting of net operating losses, were as follows:
Federal Loss Carry-forward | Valuation Allowance | Net Deferred Tax Asset | ||
Series #77LE1 | $(2,336) | $2,336 | $- | |
Series #69BM1 | (1,668) | 1,668 | - | |
Series #85FT1 | (2,096) | 2,096 | - | |
Series #88LJ1 | (1,936) | 1,936 | - | |
Series #55PS1 | (1,982) | 1,982 | - | |
Series #95BL1 | (1,300) | 1,300 | - | |
Series #89PS1 | (1,081) | 1,081 | - | |
Series #90FM1 | (1,094) | 1,094 | - | |
Series #83FB1 | (1,490) | 1,490 | - | |
Series #98DV1 | (1,104) | 1,104 | - | |
Series #93XJ1 | (723) | 723 | - | |
Series #02AX1 | (899) | 899 | - | |
Series #99LE1 | (934) | 934 | - | |
Series #91MV1 | (904) | 904 | - | |
Series #92LD1 | (1,105) | 1,105 | - | |
Series #94DV1 | (916) | 916 | - | |
Series #72MC1 | (900) | 900 | - | |
Series #06FG1 | (1,042) | 1,042 | - | |
Series #11BM1 | (747) | 747 | - | |
Series #80LC1 | (886) | 886 | - | |
Series #02BZ1 | (990) | 990 | - | |
Series #88BM1 | (803) | 803 | - | |
Series #63CC1 | (768) | 768 | - | |
Series #76PT1 | (770) | 770 | - | |
Series #75RA1 | (717) | 717 | - | |
Series #65AG1 | (711) | 711 | - | |
Series #93FS1 | (321) | 321 | - | |
Series #90MM1 | (248) | 248 | - | |
Series #61JE1 | (640) | 640 | - | |
Series #88PT1 | (277) | 277 | - | |
Series #65FM1 | (566) | 566 | - | |
Series #94LD1 | (545) | 545 | - | |
Series #99SS1 | (339) | 339 | - | |
Series #94FS1 | (183) | 183 | - | |
Series #61MG1 | (352) | 352 | - | |
Series #92CC1 | (135) | 135 | - | |
Series #89FT1 | (404) | 404 | - | |
Series #80PN1 | (102) | 102 | - | |
Series #89FG2 | (97) | 97 | - | |
Series #88LL1 | (286) | 286 | - | |
Total | $(34,400) | $34,400 | - | |
|
|
|
|
|
Note: Series #77LE1 has not been broken out as a separate Series but is included in the table above.
F-69
RSE COLLECTION, LLC
Notes to Consolidated Financial Statements
NOTE G - INCOME TAX (CONTINUED)
Tax affected components of deferred tax assets and deferred tax liabilities at December 31, 2018, consisting of net operating losses, were as follows:
Applicable Series | Federal Loss Carry-forward | Valuation Allowance | Net Deferred Tax Asset |
Series #77LE1 | $(1,433) | $1,433 | $- |
Series #69BM1 | (729) | 729 | - |
Series #85FT1 | (876) | 876 | - |
Series #88LJ1 | (602) | 602 | - |
Series #55PS1 | (772) | 772 | - |
Series #95BL1 | (371) | 371 | - |
Series #89PS1 | (166) | 166 | - |
Series #90FM1 | (247) | 247 | - |
Series #83FB1 | (385) | 385 | - |
Series #98DV1 | (168) | 168 | - |
Series #06FS1 | (185) | 185 |
|
Series #93XJ1 | (113) | 113 | - |
Series #02AX1 | (85) | 85 | - |
Series #99LE1 | (45) | 45 | - |
Series #91MV1 | (38) | 38 | - |
Series #92LD1 | (5) | 5 | - |
Series #94DV1 | (17) | 17 | - |
Total | $(6,237) | $6,237 | $- |
Note: Series #77LE1 has not been broken out as a separate Series but is included in the table above.
Based on consideration of the available evidence including historical losses a valuation allowance has been recognized to offset deferred tax assets, as management was unable to conclude that realization of deferred tax assets were more likely than not.
NOTE H - CONTINGENCIES
COVID-19
The extent of the impact and effects of the recent outbreak of the coronavirus (COVID‐19) on the operation and financial performance of our business are unknown. However, the Company does not expect that the outbreak will have a material adverse effect on our business or financial results at this time.
F-70
RSE COLLECTION, LLC
Notes to Consolidated Financial Statements
F-70
RSE COLLECTION, LLC
Notes to Consolidated Financial Statements
NOTE I - SUBSEQUENT EVENTS
Subsequent Offerings
The Company expects to launch and close additional offerings throughout the remainder of the year and beyond.
Asset Disposition
On January 31, 2020, the Company received an unsolicited offer for the 1990 Mercedes 190E 2.5-16 Evo II, for $235,000 vs. the initial purchase price of $251,992 for a loss on sale of $27,766, net of $10,773 of capitalized acquisition expenses. Per the terms of the Company's Operating Agreement, the Company, together with the Company's advisory board has evaluated the offer and has determined that it is in the interest of the Company to sell the 1990 Mercedes 190E 2.5-16 Evo II. In evaluating the offer, the Company took into account current market conditions and the amount of cash that would be liberated from the sale of the 1990 Mercedes 190E 2.5-16 Evo II. The purchase and sale agreement was executed on February 3, 2020. At the time of the sale, no offering for a Series related to the 1990 Mercedes 190E 2.5-16 Evo II had occurred. As such the Underlying Asset was not yet owned by any Series and no interest holders received any distributions.
F-71
RSE COLLECTION, LLC
Notes to Consolidated Financial Statements
F-71
RSE COLLECTION, LLC
Notes to Consolidated Financial Statements
NOTE J  - RESTATEMENT
During the year ended December 31, 2018, the Company incorrectly included the non-cash membership interests issued as part of the total consideration issued by the Company to the sellers of Series #89PS1 and Series #90FM1, in the statements of cash flows, for each of these two individual Series and in the consolidated statement of the Company. As a result, the Cash Flows from Investing Activities and Cash Flows from Financing Activities for these two Series and the consolidated amounts have been restated to appropriately reflect the amount of cash consideration that was (i) paid for the specific assets and recorded as “Investment in classic automobiles” in Cash Flows from Investing Activities, and (ii) received by the Series through the offering of membership interests and recorded as Proceeds from Sale of Membership Interest in Cash Flows from Financing Activities. The error had no effect on the consolidated balance sheets, consolidated statements of operations, and consolidated statements of members’ equity (deficit).
The specific adjustments related to each Series and the total consolidated amounts of the Company in the Statement of Cash Flows follows:
|
| Series #89PS1 | ||||
|
| As Originally Filed |
| Adjustment |
| As Restated |
Cash flows from investing activities: |
|
|
|
|
|
|
Investment in classic automobiles |
| $ (160,000) |
| $ 99,000 |
| $ (61,000) |
Net cash used in investing activities |
| $ (160,000) |
| $ 99,000 |
| $ (61,000) |
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
Proceeds from sale of membership interests |
| $ 161,521 |
| $ (99,000) |
| $ 62,521 |
Net cash provided by financing activities |
| $ 161,521 |
| $ (99,000) |
| $ 62,521 |
|
|
|
|
|
|
|
|
| Series #90FM1 | ||||
|
| As Originally Filed |
| Adjustment |
| As Restated |
Cash flows from investing activities: |
|
|
|
|
|
|
Investment in classic automobiles |
| $ (14,500) |
| $ 4,125 |
| $ (10,375) |
Net cash used in investing activities |
| $ (14,500) |
| $ 4,125 |
| $ (10,375) |
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
Proceeds from sale of membership interests |
| $ 15,446 |
| $ (4,125) |
| $ 11,321 |
Net cash provided by financing activities |
| $ 15,446 |
| $ (4,125) |
| $ 11,321 |
|
|
|
|
|
|
|
|
| Consolidated | ||||
|
| As Originally Filed |
| Adjustment |
| As Restated |
Cash flows from investing activities: |
|
|
|
|
|
|
Investment in classic automobiles |
| $ (4,150,187) |
| $ 103,125 |
| $(4,047,062) |
Net cash used in investing activities |
| $ (4,856,619) |
| $ 103,125 |
| $(4,753,494) |
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
Proceeds from sale of membership interests |
| $ 2,691,960 |
| $ (103,125) |
| $ 2,588,835 |
Net cash provided by financing activities |
| $ 4,914,409 |
| $ (103,125) |
| $ 4,811,284 |
|
|
|
|
|
|
|
F-72
Exhibit 2.1 -Certificate of Formation (1)
Exhibit 2.2 -Third Amended and Restated Operating Agreement(3)
Exhibit 2.3 -First Amendment to the Third Amended and Restated Limited Liability Company Agreement (5)
Exhibit 2.4 -Second Amendment to the Third Amended and Restated Limited Liability Company Agreement (6)
Exhibit 2.5 -Third Amendment to the Third Amended and Restated Limited Liability Company Agreement (7)
Exhibit 2.6 -Fourth Amendment to the Third Amended and Restated Limited Liability Company Agreement(8)
Exhibit 3.1 -Standard Form of Series Designation(6)
Exhibit 4.1-Amended and Restated Standard Form of Subscription Agreement (8)
Exhibit 6.1 -Standard Form of Asset Management Agreement(4)
Exhibit 6.2 -Broker of Record Agreement(5)
Exhibit 6.3 - Upper90 Secured Demand Promissory Term Note
Exhibit 8.1-Amended and Restated Subscription Escrow Agreement (5)
Exhibit 8.2 - Custodian Agreement with DriveWealth, LLC
Exhibit 11.1- Consent of EisnerAmper LLP
Exhibit 13.1 -Testing the Waters Materials for Series #69BM1 (1)
Exhibit 15.1 -Draft Offering Statement previously submitted pursuant to Rule 252(d) (2)
(1)Previously filed as an Exhibit to the Company’s Form 1-A filed with the Commission on June 30, 2017
(2)Previously filed as an Exhibit to the Company’s Form 1-A/A filed with the Commission on July 13, 2017
(3)Previously filed as an Exhibit to Amendment 13 to the Company’s Form 1-A POS filed with the Commission on February 25, 2019
(4)Previously filed as an Exhibit to Amendment 14 to the Company’s Form 1-A POS filed with the Commission on May 3, 2019
(5)Previously filed as an Exhibit to Form 1-U filed with the Commission on June 12, 2019
(6)Previously filed as an Exhibit to Amendment 15 to the Company’s Form 1-A POS filed with the Commission on July 8, 2019
(7)Previously filed as an Exhibit to Amendment 16 to the Company’s Form 1-A POS filed with the Commission on August 29, 2019
(8)Previously filed as an Exhibit to Amendment 18 to the Company’s Form 1-A POS filed with the Commission on October 11, 2019
III-1
III-1
SIGNATURES
Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
RSE COLLECTION, LLC
By: RSE Markets, Inc., its managing member
By: /s/ Christopher Bruno
Name: Christopher Bruno
Title: President
This report has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date
|
/s/ Christopher Bruno Name: Christopher Bruno | President of RSE Markets, Inc. (Principal Executive Officer)
| April 29, 2020
|
|
|
|
/s/ Maximilian F. Niederste-Ostholt Name: Maximilian F. Niederste-Ostholt | Chief Financial Officer of RSE Markets, Inc. (Principal Financial Officer)
| April 29, 2020 |
RSE MARKETS, INC.
By:/s/ Christopher Bruno Name: Christopher Bruno Title: President
| Managing Member | April 29, 2020 |