Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2020shares | |
Document Type | 20-F |
Document Period End Date | Dec. 31, 2020 |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Entity Registrant Name | Kaixin Auto Holdings |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity's Reporting Status Current | No |
Entity Interactive Data Current | Yes |
Entity Filer Category | Accelerated Filer |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 65,132,149 |
Entity Central Index Key | 0001713539 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2020 |
Document Fiscal Period Focus | FY |
Amendment Flag | false |
Trading Symbol | KXIN |
ICFR Auditor Attestation Flag | false |
Entity File Number | 001-38261 |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | 4/F, Tower D, Building 15, |
Entity Address, Address Line Two | No.5 Jiangtai Road, |
Entity Address, Address Line Three | Chaoyang District |
Entity Address, City or Town | Beijing |
Entity Address, Postal Zip Code | 100015 |
Entity Address, Country | CN |
Title of 12(b) Security | Ordinary shares, par value US$0.0001 per share |
Security Exchange Name | NASDAQ |
Document Accounting Standard | U.S. GAAP |
Business Contact [Member] | |
Entity Address, Address Line One | 4/F, Tower D, Building 15, |
Entity Address, Address Line Two | No.5 Jiangtai Road, |
Entity Address, Address Line Three | Chaoyang District |
Entity Address, City or Town | Beijing |
Entity Address, Postal Zip Code | 100015 |
Entity Address, Country | CN |
Contact Personnel Name | Yi Yang |
City Area Code | 86 |
Local Phone Number | 10 8448 1818 x 2960 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | |
Current assets: | |||
Cash and cash equivalents | $ 3,162 | $ 3,190 | |
Accounts receivable | 219 | ||
Prepaid expenses and other current assets | 43,624 | 27,586 | |
Inventories | 20,990 | ||
Total current assets | 46,786 | 51,985 | |
Property and equipment, net | 45 | 153 | |
Right-of-use assets | 74 | 2,252 | |
Other non-current assets | 1,562 | ||
Total non-current assets | 1,681 | 2,405 | |
TOTAL ASSETS | 48,467 | 54,390 | |
Current liabilities: | |||
Accounts payable | 402 | 4,122 | |
Short-term debt | 15,257 | 16,630 | |
Accrued expenses and other current liabilities | 14,683 | 17,302 | |
Amounts due to related parties | 2,960 | 4,214 | |
Advance from customers | 1,863 | 1,677 | |
Income tax payable | 4,042 | 5,319 | |
Lease liabilities - current | 39 | 1,785 | |
Warrant liability | 1,690 | ||
Total current liabilities | 40,936 | 51,049 | |
Long-term liabilities: | |||
Lease liabilities - non-current | 26 | 810 | |
Total non-current liabilities | 26 | 810 | |
TOTAL LIABILITIES | 40,962 | 51,859 | |
Commitments and contingencies | |||
Equity (Deficit) | |||
Ordinary shares, 200,000,000 and 500,000,000 shares authorized at par value of $0.0001 each, 59,150,341 and 64,112,855 shares issued and outstanding as of December 31, 2019 and 2020, respectively(i) | [1] | 6 | 5 |
Additional paid-in capital(i) | [1] | 196,335 | 186,450 |
Accumulated deficit | (197,492) | (192,189) | |
Statutory reserves | 4,004 | 4,004 | |
Accumulated other comprehensive loss | (2,908) | (2,840) | |
Total Kaixin Auto Holdings' shareholders' equity (deficit) | (55) | (4,570) | |
Noncontrolling interest | 7,560 | 7,101 | |
Total equity | 7,505 | 2,531 | |
TOTAL LIABILITIES AND EQUITY | $ 48,467 | $ 54,390 | |
[1] | Par value of ordinary shares, additional paid-in capital and share data have been retroactively restated to give effect to the reverse recapitalization discussed in Note 1(a) |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts payable | $ 402 | $ 4,122 |
Short-term debt | 15,257 | 16,630 |
Accrued expenses and other current liabilities | 14,683 | 17,302 |
Amounts due to related parties | 2,960 | 4,214 |
Advance from customers | 1,863 | 1,677 |
Income tax payable | 4,042 | 5,319 |
Lease liabilities - non-current | $ 26 | $ 810 |
Ordinary shares, authorized | 500,000,000 | 200,000,000 |
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, issued | 64,112,855 | 59,150,341 |
Ordinary shares, outstanding | 64,112,855 | 59,150,341 |
Preferred shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, authorized | 6,000 | |
Preferred shares, issued | 3,000 | 0 |
Preferred shares, outstanding | 3,000 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Revenues: | ||||
Total revenues | $ 33,160 | $ 334,697 | $ 431,404 | |
Cost of revenues: | ||||
Total cost of revenues | 32,160 | 340,174 | 413,971 | |
Gross profit (loss) | 1,000 | (5,477) | 17,433 | |
Operating expenses: | ||||
Selling and marketing | 2,588 | 14,364 | 24,077 | |
Research and development | 757 | 3,357 | 4,419 | |
General and administrative | 6,832 | 36,145 | 23,012 | |
Recoverable of detained and impaired assets | 2,921 | |||
Impairment of goodwill | 74,091 | |||
Total operating expenses | 7,256 | 127,957 | 51,508 | |
Loss from operations | (6,256) | (133,434) | (34,075) | |
Other (expenses) income | 586 | 840 | (812) | |
Fair value change of contingent consideration | 65,594 | (49,503) | ||
Interest income | 5 | 69 | 575 | |
Interest expenses | (1,183) | (4,057) | (4,261) | |
Loss before provision of income tax and noncontrolling interest | (6,848) | (70,988) | (88,076) | |
Income tax (expenses) benefit | 1,528 | 1,920 | (862) | |
Loss from continuing operations | (5,320) | (69,068) | (88,938) | |
Discontinued operations: | ||||
Loss from discontinued operations, net of income taxes of $nil, $nil and $nil for the years ended December 31, 2018, 2019 and 2020 | (594) | |||
Net loss | (5,320) | (69,068) | (89,532) | |
Net loss attributable to the noncontrolling interest | (17) | (22,952) | (317) | |
Net loss from continuing operations attributable to Kaixin Auto Holdings' shareholders | (5,303) | (46,116) | (88,621) | |
Net loss from discontinued operations attributable to Kaixin Auto Holdings' shareholders | (594) | |||
Net loss attributable to Kaixin Auto Holdings' shareholders | $ (5,303) | $ (46,116) | $ (89,215) | |
Weighted average number of ordinary shares outstanding used in computing net loss per ordinary share - basic and diluted(i) | [1] | 41,715,834 | 33,146,593 | 24,984,300 |
Net loss per share attributable to Kaixin Auto Holdings' shareholders - basic and diluted(i): | ||||
Loss per share from continuing operations(i) | [1] | $ (0.13) | $ (1.39) | $ (3.56) |
Loss per share from discontinued operations(i) | [1] | (0.02) | ||
Net loss per share attributable to Kaixin Auto Holdings' shareholders - basic and diluted(i): | [1] | $ (0.13) | $ (1.39) | $ (3.58) |
COMPREHENSIVE LOSS | ||||
Net loss | $ (5,320) | $ (69,068) | $ (89,532) | |
Other comprehensive income (loss), net of tax of nil: | ||||
Foreign currency translation adjustments | (408) | 4,549 | (404) | |
Other comprehensive income (loss) | 408 | (4,549) | 404 | |
Comprehensive loss | (4,912) | (73,617) | (89,128) | |
Less: Comprehensive loss attributable to noncontrolling interest | 459 | (23,279) | (2,466) | |
Comprehensive loss attributable to Kaixin Auto Holdings' shareholders | (5,371) | (50,338) | (86,662) | |
Automobile sales | ||||
Revenues: | ||||
Total revenues | 32,996 | 332,634 | 420,005 | |
Cost of revenues: | ||||
Total cost of revenues | 32,160 | 338,016 | 399,274 | |
Financing income | ||||
Revenues: | ||||
Total revenues | 2,317 | |||
Cost of revenues: | ||||
Total cost of revenues | 3,327 | |||
Others | ||||
Revenues: | ||||
Total revenues | $ 164 | 2,063 | 9,082 | |
Cost of revenues: | ||||
Total cost of revenues | 429 | |||
Provision for financing receivable | ||||
Cost of revenues: | ||||
Total cost of revenues | $ 2,158 | $ 10,941 | ||
[1] | Share and per share data have been retroactively restated to give effect to the reverse recapitalization that is discussed in Note 1(a) |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | |||
Other comprehensive (loss) income, tax | $ 0 | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT) - USD ($) $ in Thousands | Ordinary shares | Additional paid-in capital | [1] | Accumulated deficit | Statutory reserves | Accumulated other comprehensive income (loss) | Total Kaixin Auto Holdings' shareholders' equity (deficit) | Non-controlling interest | Total | ||
Balance at beginning at Dec. 31, 2017 | $ 2 | [1] | $ 18,652 | $ (56,858) | $ 4,004 | $ 978 | $ (33,222) | $ 34,653 | $ 1,431 | ||
Balance at beginning (in shares) at Dec. 31, 2017 | [1] | 24,984,300 | |||||||||
CHANGES IN EQUITY (DEFICIT) | |||||||||||
Other comprehensive income | 2,553 | 2,553 | (2,149) | 404 | |||||||
Noncontrolling interest arising from acquisitions | (2,588) | (2,588) | 6,048 | 3,460 | |||||||
Disposal of subsidiaries | 2,039 | 439 | 2,478 | (10,621) | (8,143) | ||||||
Capital contribution from noncontrolling interest shareholders | 6,346 | 6,346 | 4,792 | 11,138 | |||||||
Foreign currency translation adjustments | 404 | ||||||||||
Contribution from Renren Inc. | 2,476 | 2,476 | 2,476 | ||||||||
Stock-based compensation | 9,046 | 9,046 | 9,046 | ||||||||
Net loss | (89,215) | (89,215) | (317) | (89,532) | |||||||
Balance at ending at Dec. 31, 2018 | $ 2 | [1] | 38,559 | (146,073) | 4,004 | 1,382 | (102,126) | 32,406 | (69,720) | ||
Balance at ending (in shares) at Dec. 31, 2018 | [1] | 24,984,300 | |||||||||
CHANGES IN EQUITY (DEFICIT) | |||||||||||
Other comprehensive income | (4,222) | (4,222) | (327) | (4,549) | |||||||
Noncontrolling interest arising from acquisitions | 1,512 | ||||||||||
Reverse recapitalization | $ 3 | [1] | (5,050) | (5,047) | (5,047) | ||||||
Reverse recapitalization (Shares) | [1] | 28,719,425 | |||||||||
Issuance of units and conversion of rights to ordinary shares | 7,500 | 7,500 | 7,500 | ||||||||
Issuance of units and conversion of rights to ordinary shares (in shares) | [1] | 825,000 | |||||||||
Beneficial conversion feature of a convertible loan | 2,128 | 2,128 | 2,128 | ||||||||
Conversion of convertible loans to units and ordinary shares | 21,219 | 21,219 | 21,219 | ||||||||
Conversion of convertible loans to units and ordinary shares (in shares) | [1] | 2,300,000 | |||||||||
Conversion of rights to ordinary shares upon the reverse recapitalization (in shares) | [1] | 2,116,401 | |||||||||
Liabilities waived by Renren Inc. | 76,007 | 76,007 | 76,007 | ||||||||
Issuance of restricted shares (in shares) | [1] | 205,215 | |||||||||
Foreign currency translation adjustments | (4,549) | ||||||||||
Contingent liabilities assumed by Renren Inc. | 42,542 | 42,542 | 42,542 | ||||||||
Disposal of a dealership | 81 | 81 | 701 | 782 | |||||||
Acquisition of interest in a dealership held by noncontrolling shareholders | (187) | (187) | (1,325) | (1,512) | |||||||
Contribution from Renren Inc. | 109 | 109 | 109 | ||||||||
Stock-based compensation | 3,704 | 3,704 | 3,704 | ||||||||
Net loss | (46,116) | (46,116) | (22,952) | (69,068) | |||||||
Balance at ending at Dec. 31, 2019 | $ 5 | [1] | 186,450 | (192,189) | 4,004 | (2,840) | (4,570) | 7,101 | 2,531 | ||
Balance at ending (in shares) at Dec. 31, 2019 | [1] | 59,150,341 | |||||||||
CHANGES IN EQUITY (DEFICIT) | |||||||||||
Other comprehensive income | 408 | ||||||||||
Liabilities waived by Renren Inc. | (4,213) | ||||||||||
Loan from Shareholder Value Fund ("SVF") convertedinto ordinary shares | $ 1 | [1] | 4,213 | 4,214 | 4,214 | ||||||
Loan from Shareholder Value Fund ("SVF") convertedinto ordinary shares (in shares) | [1] | 4,213,629 | |||||||||
Issuance of ordinary shares to EarlyBird Capital | 1,000 | 1,000 | 1,000 | ||||||||
Issuance of ordinary shares to EarlyBird Capital (in shares) | [1] | 450,000 | |||||||||
Issuance of ordinary shares to KX Venturas 4 LLC (in shares) | [1] | 4,000 | |||||||||
Issuance of ordinary shares for ESOP shares (in shares) | [1] | 294,885 | |||||||||
Foreign currency translation adjustments | (68) | (68) | 476 | 408 | |||||||
Beneficial conversion feature of preferred shares | 1,310 | 1,310 | 1,310 | ||||||||
Stock-based compensation | 3,362 | 3,362 | 3,362 | ||||||||
Net loss | (5,303) | (5,303) | (17) | (5,320) | |||||||
Balance at ending at Dec. 31, 2020 | $ 6 | [1] | $ 196,335 | $ (197,492) | $ 4,004 | $ (2,908) | $ (55) | $ 7,560 | $ 7,505 | ||
Balance at ending (in shares) at Dec. 31, 2020 | [1] | 64,112,855 | |||||||||
[1] | Par value of ordinary shares, additional paid-in capital and share data have been retroactively restated to give effect to the reverse recapitalization discussed in Note 1(a) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | |||
Net loss | $ (5,320) | $ (69,068) | $ (89,532) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 41 | 168 | 161 |
Reduction in the carrying amount of the right-of-use assets | 566 | 1,494 | |
Impairment of property and equipment | 503 | ||
Allowances for doubtful accounts | 336 | 214 | |
Write-offs of prepaid expenses and other current assets | 22,282 | ||
Impairment of goodwill | 74,091 | ||
Write down of inventory | 17,826 | ||
Gain on disposal of subsidiary | (710) | ||
Noncash interest expenses | 2,347 | ||
Share-based compensation | 3,362 | 3,813 | 11,436 |
Allowances for financing receivable losses | 2,158 | 11,074 | |
Fair value change in contingent consideration | (65,594) | 30,460 | |
Loss on disposal of equipment | 68 | 58 | 8 |
Write-offs of inventory related to Ji'nan Dealership | 5,912 | ||
Recoverable of detained and impaired assets | (2,921) | ||
Provision for inventory | 200 | ||
Write-offs for advance to supplier related to Ji'nan Dealership | 16,840 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | (194) | 1,043 | (229) |
Financing receivable | 2 | ||
Prepaid expenses and other current assets | 19 | (12,527) | (22,967) |
Inventory | 2,002 | 18,420 | 30,150 |
Right-of-use lease assets | 1,612 | (3,776) | |
Accounts payable | (3,003) | (847) | (2,426) |
Amounts due from/to related parties | 819 | 4,937 | |
Lease liabilities - current | (1,746) | 1,807 | |
Accrued expenses and other current liabilities | 504 | 5,380 | 395 |
Advance from customers | 3,600 | (2,378) | (2,275) |
Income tax payable | (1,277) | (2,270) | 796 |
Lease liabilities - noncurrent | (784) | 821 | |
Payable to investors | (4,691) | ||
Other non-current assets | (1,562) | ||
Net cash used in operating activities | (3,878) | (4,745) | (9,749) |
Cash flows from investing activities: | |||
Proceeds from principal repayments of financing receivable | 1,291 | 109,701 | |
Payments to provide financing receivable | (5) | ||
Purchases of property and equipment | (68) | (764) | |
Acquisition of business, net of cash acquired | (9,950) | ||
Net cash provided by investing activities | 1,223 | 98,982 | |
Cash flows from financing activities: | |||
Proceeds from convertible loan | 21,000 | ||
Proceeds from issuance of units | 7,500 | ||
Cash acquired in the reverse recapitalization | 6 | ||
Proceeds from investors | 1,000 | 57,767 | |
Payment to investors | (187,908) | ||
Repayment of borrowings | (3,238) | (51,214) | (107,500) |
Proceeds from borrowings | 1,015 | 18,166 | 71,640 |
Repayment of advances from related parties | (116,821) | (143,447) | |
Proceeds from advances from related parties | 2,140 | 115,035 | 159,938 |
Capital injection by noncontrolling shareholders | 10,873 | ||
Proceeds from preferred shares | 3,000 | ||
Net cash (used in) provided by financing activities | 3,917 | (6,328) | (138,637) |
Net increase (decrease) in cash and restricted cash | 39 | (9,850) | (49,404) |
Cash and restricted cash at beginning of year | 3,190 | 13,768 | 64,447 |
Effect of exchange rate changes | (67) | (728) | (1,275) |
Cash and restricted cash at end of year | 3,162 | 3,190 | 13,768 |
Supplemental schedule of cash flows information: | |||
Interest paid | 839 | 1,710 | 7,448 |
Income taxes paid | 8 | 254 | 1 |
Schedule of non-cash investing and financing activities: | |||
Contingent consideration | 14,113 | ||
Beneficial conversion feature of a convertible loan | 2,128 | ||
Conversion of convertible loans to units and ordinary shares, including interest of $219 | 21,219 | ||
Acquisition of non-controlling interest | 1,512 | 3,460 | |
Acquisition of business settled by forgiveness of financing receivable | $ 1,428 | ||
Net liabilities acquired in the reverse recapitalization, excluding cash acquired | 5,053 | ||
Net assets disposal of a dealership | 62 | ||
Liabilities waived by Renren Inc. | $ (4,213) | 76,007 | |
Contingent liabilities assumed by Renren Inc. | $ 42,542 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) $ in Thousands | Dec. 31, 2018USD ($) |
Reconciliation to amounts on consolidated balance sheets: | |
Cash and cash equivalents | $ 7,950 |
Restricted cash | 5,818 |
Total cash and restricted cash | $ 13,768 |
ORGANIZATION AND PRINCIPAL ACTI
ORGANIZATION AND PRINCIPAL ACTIVITIES | 12 Months Ended |
Dec. 31, 2020 | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | 1. ORGANIZATION AND PRINCIPAL ACTIVITIES Kaixin Auto Group (“KAG”) was founded in 2011 and was incorporated in the Cayman Islands. Renren Inc. (“Renren”) is KAG’s parent company. On November 2, 2018, CM Seven Star Acquisition Corporation (“CM Seven Star”), entered into a share exchange agreement (the “Share Exchange Agreement”) with Renren and KAG. Pursuant to the Share Exchange Agreement, CM Seven Star acquired all of the issued and outstanding ordinary shares of KAG from Renren by newly issuing ordinary shares of CM Seven Star to Renren (“SPAC Transaction”). The SPAC Transaction was consummated on April 30, 2019. Renren retains the ultimate control on KAG after the SPAC Transaction, which was accounted for as a reverse recapitalization and fully described below. In connection with the closing of the SPAC Transaction, CM Seven Star changed its name to Kaixin Auto Holdings (“KAH”). KAH, its consolidated subsidiaries, variable interest entities (“VIEs”) and VIEs’ subsidiaries (collectively referred to as the “Company”) is primarily engaged in the operation of used car sales business and financing services provided to used car dealerships. (a) Reverse recapitalization On April 30, 2019, KAH consummated the SPAC Transaction pursuant to the Share Exchange Agreement, where KAH acquired 100% of the issued and outstanding ordinary shares of KAG, i.e., 160,000,000 ordinary shares of KAG, in exchange for 28,284,300 ordinary shares of KAH newly issued to Renren. There were 3,300,000 ordinary shares of KAH (“Indemnity Shares”) out of the newly issued shares to Renren held in escrow as potential indemnity for claims that may be asserted under the Share Exchange Agreement. Any Indemnity Shares remaining in escrow on May 2021 will be released to Renren, if they are not disbursed due to indemnification claims prescribed in the Share Exchange Agreement. KAG was determined to be the accounting acquirer given Renren effectively controlled the combined entity KAH after the SPAC Transaction. The transaction is not a business combination because KAH was not a business. The transaction is accounted for as a reverse recapitalization, which is equivalent to the issuance of shares by KAG for the net monetary assets of KAH, accompanied by a recapitalization. KAG is determined as the predecessor and the historical financial statements of KAG became KAH’s historical financial statements, with retrospective adjustments to give effect of the reverse recapitalization. The equity is restated using the exchange ratio of 0.1562 established in the reverse recapitalization transaction, which is 24,984,300 divided by 160,000,000, to reflect the equity structure of KAH. Loss per share is retrospectively restated using the historical weighted-average number of ordinary shares outstanding multiplied by the exchange ratio. The share and per share data is retrospectively restated using the exchange ratio in the share-based compensation footnote, see Note 15. The adjustments are also applied to financial statement schedule I – condensed financial information of parent company where relevant. 1. ORGANIZATION AND PRINCIPAL ACTIVITIES (a) Reverse recapitalization The par value of ordinary shares was adjusted retrospectively from $16 to $2, the subscription receivable was adjusted retrospectively from negative $16 to $nil, and the difference of $2 was adjusted retrospectively as addition paid-in capital as of December 31, 2018. The consolidated statements of changes in equity (deficit) for the year ended December 31 2018 were also adjusted retrospectively to reflect these changes. The weighted average number of ordinary shares outstanding used in computing net loss per ordinary share – basic and diluted was adjusted retrospectively from 160,000,000 to 24,984,300 for the year ended December 31, 2018. The loss per share before and after the retrospective adjustments are as follows. Year ended December 31 2018 Before After adjustment adjustment Net loss per share attributable to KAH's shareholders – basic and diluted: Loss per share from continuing operations (0.56) (3.56) Loss per share from discontinued operations (0.00) (0.02) Net loss per share attributable to Kaixin Auto Holdings’ shareholders – basic and diluted (0.56) (3.58) Upon the consummation of the SPAC Transaction, the assets and liabilities of KAH were recognized at carrying amount. After the redemption of ordinary shares of CM Seven Star before the closing of the SPAC Transaction, the net liabilities assumed by KAG were in the amount of $5,047, which were recorded as a reduction in additional paid-in capital. Assets and liabilities of KAH upon the consummation of the SPAC Transaction are as follows: Cash $ 6 Prepaid expenses and other current assets 123 Amounts due to Renren Inc. (1,050) Amounts due to SVF (2,614) Other liabilities (1,512) Net liabilities assumed by KAG as of April 30, 2019 $ (5,047) In addition, 19.5 million earnout shares (“Earnout Shares”) were issued and held in escrow at the closing of the SPAC Transaction. Renren isentitled to receive Earnout Shares as follows: (1) if KAH’s revenue for the year ended December 31, 2019 is greater than or equal to RMB5 billion, Renren is entitled to receive 1,950,000 ordinary shares of KAH; (2) if KAH’s adjusted EBITDA (net income or loss adjusted for i) the fair value change in contingent consideration, ii) share-based compensation expense, iii) interest expenses, iv) income tax expenses or benefit and v) depreciation) for the year ended December 31, 2019 is greater than or equal to RMB150,000, Renren is entitled to receive 3,900,000 ordinary shares of KAH, increasing proportionally to 7,800,000 ordinary shares if KAH’s adjusted EBITDA is greater than or equal to RMB200,000; and (3) if KAH’s adjusted EBITDA for the year ended December 31, 2020 is greater than or equal to RMB340,000, Renren is entitled to receive 4,875,000 ordinary shares of KAH, increasing proportionally to 9,750,000 ordinary shares if KAH’s adjusted EBITDA is greater than or equal to RMB480,000. 1. ORGANIZATION AND PRINCIPAL ACTIVITIES (a) Reverse recapitalization Notwithstanding the revenue and adjusted EBITDA achieved by KAH for any period, Renren will receive 9,750,000 Earnout Shares if the stock price of KAH is higher than $13.00 for any sixty days in any period of ninety consecutive trading days during a fifteen-month period following the closing, and will receive all the 19.5 million Earnout Shares if the stock price of KAH is higher than $13.50 for any sixty days in any period of ninety consecutive trading days during a thirty-month period following the closing. Renren holds the rights of the 19.5 million Earnout Shares in escrow. Any unearned Earnout Shares will be surrendered to KAH. KAH will cancel all the surrendered Earnout Shares and accrued dividends if any. On April 30, 2019, Renren also waived all the outstanding loans and receivables in the amount of $76,007 due from KAG and KAG’s subsidiaries without recourse by Renren or any of Renren’s subsidiaries upon consummation of the SPAC Transaction. In addition, Renren assumed and became responsible for all the contingent considerations derived from the acquisition of the dealership and after-sales service centers. The fair value of contingent consideration as of April 30, 2019 was $42,542. The release of these liabilities was recognized as a contribution from Renren, which was recognized as an increase in additional paid-in capital. On November 13, 2020, the board of directors of KAH has proposed and approved to waive the satisfaction of the earnout shares release condition, and approved to release the Earnout Shares to Renren considering Renren waived all the outstanding loans and receivables upon the SPAC Transaction. (b) Allocation of Expenses The accompanying consolidated financial statements include the Company’s direct expenses. In addition, prior to January 1, 2019, there was an allocation of certain general and administrative expenses, research and development expenses, selling and marketing expenses and cost of revenues paid by Renren and not directly related to the Company’s used car trading business and financing business. These expenses consist primarily of share-based compensation expenses of senior management and shared marketing and management expenses, including accounting, administrative, marketing, internal control, legal support services, and other expenses to provide operating support to the related businesses. These allocations are made using a proportional cost allocation method and were based on revenues, headcount as well as estimates of time spent on the provision of services attributable to the Company. Since January 1, 2019, the Company has established its own operational functions and separated its operating expenses from its parent, Renren, except for three senior management of Renren continued to take management role of Kaixin before the consummation of the SPAC Transaction. The compensation expenses of the three senior management of Renren were allocated based on the estimated time spent on the services for the Company. After the SPAC Transaction, there is no more expense allocation from Renren due to the Company has separated from its parent. The total cost of revenues, selling and marketing expenses, research and development expenses and general and administrative expenses allocated from Renren amounted to $23 , $54 , $204 and $5,394 , respectively for the year ended December 31, 2018, and $109 of general and administrative expenses for the year ended December 31, 2019, and no expenses the year ended December 31, 2020. Income tax provision reflected in the Company’s consolidated statement of operations is calculated based on a separate return basis as if the Company had filed a separate tax return. The allocated expenses above include share compensation cost under Renren’s share awards granted to Renren’s employees amounted to $2,390 , $109 and $nil for the years ended December 31, 2018, 2019 and 2020, respectively, which have been reflected as capital contributions as of the date such expenses were originally allocated. Management believes the basis and amounts of these allocations are reasonable. While the expenses allocated to the Company for these items are not necessarily indicative of the expenses that would have been incurred if the Company had been a separate, stand-alone entity, the Company does not believe that there is any significant difference between the nature and amounts of these allocated expenses and the expenses that would have been incurred if the Company had been a separate, stand-alone entity. 1. ORGANIZATION AND PRINCIPAL ACTIVITIES (c) Disruption in operations of Dealerships In August 2018, Shandong Jieying Huaqi Auto Service Co. (“Ji’nan Dealership”, a subsidiary of the Company’s VIE’s) received a notice from the local police regarding an investigation of the dealership’s premises. Certain assets of Ji’nan Dealership were not accessible pursuant to the investigation. In connection with these events, the Company determined that it was probable that it cannot enforce the realization of inventory value and that suppliers to the Ji’nan Dealership were unable to fulfill the contract obligation by either delivering vehicles or returning money to the Company due to the ongoing investigation. As a result, the Company wrote off all inventory and advances to suppliers of the Ji’nan Dealership, which totaled US$ 5.7 million and US$16.1 million respectively in the third quarter of 2018. In addition, in November 2018, the Company agreed to transfer its equity interest in the Ji’nan Dealership and the related assets to an affiliate of Renren. In exchange, Renren has agreed to waive RMB133.8 million (approximately US$19.5 million) of related amounts due to Renren. The difference between the net book value of the assets transferred to Renren and the waived amount due to Renren was recorded by the Company as a capital contribution from Renren. Refer to Note 4 for further details. Starting from 2019, due to disagreements with certain noncontrolling shareholders on operational matters, some noncontrolling shareholders detained the Company’s inventories in certain dealerships. Significant uncertainty also arose on the realizability and collectability of the prepayments to purchase used cars for these dealerships and amounts due from these noncontrolling shareholders. Considering the above facts and circumstances, the Company assessed the realizability of its inventory and assets related to all of its dealerships, and wrote down US$17,826 of inventory and wrote off US$22,282 of prepaid expenses and other current assets, which includes prepayments and amounts due from noncontrolling shareholders for the year ended December 31, 2019. The Company has been negotiating with these noncontrolling shareholders who has such operational disagreements, and in the early of 2021, the Company reached settlement agreements with some of these noncontrolling shareholders where each of the respective noncontrolling shareholders agreed to repay a settlement amount to the Company. The total assets of each dealership or after-sales center primary consist of inventories, prepayment or other current assets due from noncontrolling shareholders. The Company recognized the settlement amount as the new basis of net assets as of December 31, 2020, since each of the settlement amounts was the net realizable amount or recoverable amount of total assets in the respective dealership or after-sales center. If the settlement amount was greater than the book value of the net assets of each dealership or after-sales center as of December 31, 2020, the Company recorded the excess first to reduce the book value of liabilities due to noncontrolling shareholders as of December 31, 2020, and if there was still excess amounts after such reduction, the Company recognized the amount as a reduction of general and administrative expenses to recover the assets previously impaired in 2019. The gain would not be more than the impairement amount recognized for the dealership in prior year. If the settlement amount was less than the book value of the net assets in the respective dealership or after-sales center, the Company recognized an impairment loss. The Company has classified the settlement amount in prepaid expenses and other current assetsand for those amounts due in the settlement greater than 12 months from December 31, 2020, the Company has classified them in other non-current assets. As a result of the above negotiation efforts, the net impact on the recoverable amounts of the previously detained and impaired assets was $2,921, which have been recorded as a reduction of general and administrative expense for the year ended December 31, 2020. 1. ORGANIZATION AND PRINCIPAL ACTIVITIES (c) (cont.) Different from the above noncontrolling shareholders who have entered into settlement agreements with the Company, there are certain noncontrolling shareholders that the Company has not reached settlement agreements yet, but have still maintained a good business partnership with the Company. These noncontrolling shareholders has signed and issued ownership statements certifiying the Company is the owner of certain inventories which also state a guaranteed amount of the inventories that the noncontrolling shareholders agreed to acknowledge for the purpose of a settlement. The Company believes the guaranteed amount is the minimum net recoverable amount of the various assets detained by these noncontrolling shareholders. These amounts have been classified as prepaid expenses and other current assets as of December 31, 2020. There are also 7 noncontrolling shareholders who have neither entered into settlement agreements, nor have issued ownership statements or equivalents to the Company. For such cases, the Company has full impaired the inventory and prepayments and other current assets due from these noncontrolling shareholders totaling $7,479 as of December 31, 2020. 1. ORGANIZATION AND PRINCIPAL ACTIVITIES (d) VIE arrangements As of December 31, 2020, Kaixin Auto Holdings’ major subsidiaries, VIEs and VIEs’ major subsidiaries are as follows: Percentage of Later of date legal ownership of incorporation Place of by Kaixin Auto Name of Subsidiaries or acquisition incorporation Holdings Principal activities Major subsidiaries: Kaixin Auto Group January 25, 2018 Cayman Islands 100% Investment holding Renren Finance, Inc. December 15, 2014 Cayman Islands 100% Internet business Jet Sound Hong Kong Company Limited May 7, 2011 Hong Kong 100% Investment holding Shanghai Renren Financial Leasing Co., Ltd. (“Shanghai Financial”) May 25, 2015 PRC 100% Financing business Shanghai Renren Automotive Technology Group Co., Ltd. (“Shanghai Auto”) August 18, 2017 PRC 100% Investment holding Shanghai Lingding Automobile Technology Co., Ltd. March 3, 2018 PRC 100% Used car trading business Variable Interest Entities: Shanghai Qianxiang Changda Internet Information Technology Development Co., Ltd. (“Shanghai Changda”) October 25, 2010 PRC N/A Internet business Shanghai Jieying Automobile Sales Co., Ltd. (“Shanghai Jieying”) February 27, 2017 PRC N/A Used car trading business Major subsidiaries of Variable Interest Entities: Beijing Kirin Wings Technology Development Co., Ltd. January 16, 2013 PRC N/A Financing business Shanghai Wangjing Investment Management Co., Ltd April 20, 2015 PRC N/A Financing business Jieying Baolufeng Automobile Sales (Shenyang) Co., Ltd. June 14, 2017 PRC N/A Used car trading business Chongqing Jieying Shangyue Automobile Sales Co., Ltd. July 3, 2017 PRC N/A Used car trading business Dalian Yiche Jieying Automobile Sales Co., Ltd. June 27, 2017 PRC N/A Used car trading business Neimenggu Jieying Kaihang Automobile Sales Co., Ltd. July 14, 2017 PRC N/A Used car trading business Hangzhou Jieying Yifeng Automobile Sales Co., Ltd. August 1, 2017 PRC N/A Used car trading business Jilin Jieying Taocheguan Automobile Sales Co., Ltd. October 31, 2017 PRC N/A Used car trading business Cangzhou Jieying Bole Automobile Sales Co., Ltd. August 10, 2017 PRC N/A Used car trading business Wuhan Jieying Chimei Automobile Sales Co., Ltd. November 20, 2017 PRC N/A Used car trading business Shanxi Jieying Weilan Automobile Sales and Service Co., Ltd. March 13, 2018 PRC N/A Used car trading business 1. ORGANIZATION AND PRINCIPAL ACTIVITIES (d) The VIE arrangements (cont.) PRC regulations currently limit direct foreign ownership of business entities providing value-added telecommunications services and internet services in the PRC where certain licenses are required for the provision of such services. To comply with these PRC regulations, the Company conducts substantially all of its businesses through its VIEs, Shanghai Changda and Shanghai Jieying, which are mainly engaged in the internet finance business and used car trading business, respectively, as well as its respective subsidiaries. Shanghai Auto (“WFOE”), a wholly owned subsidiary of Jet Sound Hong Kong Company Limited, entered into a series of contractual arrangements with the VIEs that enable the Company to (1) have the power to direct the activities that most significantly affect the economic performance of the VIEs, and (2) receive the economic benefits of the VIEs that could be significant to the VIEs. Accordingly, the WFOE is considered the primary beneficiary of the VIEs and the Company has consolidated the VIEs’ financial results of operations, assets and liabilities in the Company’s consolidated financial statements. In making the conclusion that the WFOE is the primary beneficiary of the VIEs, the Company believes the WFOE’s rights under the terms of the exclusive option agreement provide it with a substantive kick-out right. 1. ORGANIZATION AND PRINCIPAL ACTIVITIES (d) The VIE arrangements More specifically, the Company believes the terms of the contractual agreements are valid, binding and enforceable under PRC laws and regulations currently in effect. In particular, the Company also believes that the minimum amount of consideration permitted by the applicable PRC law to exercise the exclusive option does not represent a financial barrier or disincentive for the Company to currently exercise its rights under the exclusive option agreement. A simple majority vote of the Company’s board of directors is required to pass a resolution to exercise the Company’s rights under the exclusive option agreement, for which the consent from Mr. Joseph Chen, who holds the most voting interests in Renren, is not required. The Company’s rights under the exclusive option agreement give the Company the power to control the shareholders of the VIEs and thus the power to direct the activities that most significantly impact the VIEs’ economic performance. In addition, the Company’s rights under the powers of attorney also reinforce the Company’s abilities to direct the activities that most significantly impact the VIEs’ economic performance. The Company also believes that this ability to exercise control ensures that the VIEs will continue to execute and renew service agreements and pay service fees to the Company. By charging service fees at the sole discretion of the Company, and by ensuring that service agreements are executed and renewed indefinitely, the Company has the rights to receive substantially all of the economic benefits from the VIEs. The VIEs and their subsidiaries hold the requisite licenses and permits necessary to conduct the Company’s business under the current business arrangements. The contractual agreements below provide the Company with the power to direct the activities that most significantly affect the economic performance of the VIEs and enable the Company to receive substantially all of the economic benefits and absorb the losses of the VIEs. (1) Power of Attorney: The WFOE holds irrevocable power of attorney executed by the legal owners of the VIEs to exercise their voting rights on, including but not limited to dividend declaration, all matters at meetings of the legal owners of the VIEs and through such power of attorney has the right to control the operations of the VIEs. The power of attorney for Shanghai Jieying and Shanghai Changda became effective on August 18, 2017 and will remain effective as long as Shanghai Jieying and Shanghai Changda exist. The shareholders of Shanghai Jieying or Shanghai Changda do not have the right to terminate or revoke the power of attorney without the prior written consent of Shanghai Auto. (2) Business Operations Agreement: The business operations agreements specifically and explicitly grant the WFOE the principal operating decision making rights, such as the appointment of the directors and executive management, of the VIEs. The terms of the business operations agreements are ten years and will be extended automatically for another ten years unless the WFOE provides a 30-day advance written notice to the VIEs and to each of the VIEs’ shareholders requesting not to extend the term three months prior to the expiration dates of August 17, 2027. Neither the VIEs nor any of the VIEs’ shareholders may terminate the agreements during the terms or the extensions of the terms. (3) Exclusive Equity Option Agreement: Under the exclusive equity option agreement, the WFOE has the exclusive right to purchase the equity interests of the VIEs from the registered legal equity owners as far as PRC regulations permit a transfer of legal ownership to foreign ownership. The WFOE can exercise the purchase right at any portion and any time in the 10 - year agreement period. 1. ORGANIZATION AND PRINCIPAL ACTIVITIES (d) The VIE arrangements Without the WFOE’s consent, the VIEs’ shareholders shall not transfer, donate, pledge, or otherwise dispose of their equity shareholdings in the VIEs in any way. The equity option agreement will remain in full force and effect until the earlier of (i) the date on which all of the equity interests in the VIEs have been acquired by the respective WFOE or its designated representative(s); or (ii) the receipt of the 30-day advance written termination notice issued by the respective WFOE to the shareholders of the VIEs. The term of these agreements will be automatically renewed upon the extension of the term of the relevant exclusive equity option agreement. (4) Spousal Consent Agreement: The spouse of each of the shareholders of Shanghai Jieying and Shanghai Changda acknowledged that certain equity interests of Shanghai Jieying and Shanghai Changda, held by and registered in the name of his/her spouse would be disposed of pursuant to the loan agreement, equity option agreement and equity interest pledge agreement of which they were respectively a party, and they will not take any action to interfere with such arrangement, including claiming that such equity interests constitute property or communal property between his/her spouse and himself/herself. (5) Exclusive Technology Support and Technology Service Agreement: The WFOE and registered shareholders irrevocably agree that the WFOE shall be the exclusive technology service provider to the VIEs in return for a service fee, which is determined at the sole discretion of the WFOE. The term of each agreement is ten years and will be extended automatically for another ten years unless terminated by the WFOE. The WFOE can terminate the agreement at any time by providing a three-month prior written notice. The VIEs are not permitted to terminate the agreements prior to the expiration of the terms by August 17, 2027, respectively, unless the WFOE fails to comply with any of their obligations under this agreement and such breach makes the WFOE unable to continue to perform the agreements. (6) Loan Agreements: Under loan agreements between the WFOE and each of the shareholders of the VIEs, the WFOE made interest-free loans to the shareholders of exclusively for the purpose of the initial capitalization and the subsequent financial needs of the VIEs. The loans can only be repaid with the proceeds derived from the sale of all of the equity interests in the VIEs to the WFOE or their designated representatives pursuant to the equity option agreements. The term of each of these loans is ten years from the actual drawing down of such loans by the shareholders of the VIEs, and will be automatically extended for another ten years unless a written notice to the contrary is given by the WFOE to the shareholders of the VIEs three months prior to the expiration of the loan agreements. The VIE shareholders undertake, among other things, not to transfer any of their respective equity interests in the VIEs to any third party. (7) Equity Interest Pledge Agreement: The shareholders of the VIEs have pledged all of their equity interests in the VIEs with their respective WFOE and the WFOE are entitled to certain rights to sell the pledged equity interests through auction or other means if the VIEs or the shareholders default in their obligations under other above-stated agreements. 1. ORGANIZATION AND PRINCIPAL ACTIVITIES (d) The VIE arrangements These agreements are substantially the same, and that the equity interest pledge has become effective and will expire on the earlier of (i) the date on which the VIEs and their shareholders have fully performed their obligations under the loan agreements, the exclusive technical service agreement, the intellectual property right license agreement and the equity option agreements; (ii) the enforcement of the pledge by the WFOE pursuant to the terms and conditions under this agreement to fully satisfy its rights under such agreements; or (iii) the completion of the transfer of all equity interests of the VIEs by the shareholders of the VIEs to another individual or legal entity designated by the WFOE pursuant to the equity option agreement and no equity interests of the VIEs are held by such shareholders. Risks in relation to the VIE structure The Company and the Company’s legal counsel believe that Shanghai Auto’s contractual arrangements with the VIEs are in compliance with PRC law and are legally enforceable. However, uncertainties in the PRC legal system could limit the Company’s ability to enforce these contractual arrangements and if the shareholders of the VIEs were to reduce their interest in the Company, their interests may diverge from that of the Company and that may potentially increase the risk that they would seek to act contrary to the contractual terms, for example by influencing the VIEs not to pay the service fees when required to do so. If the legal structure and contractual arrangements were found to be in violation of PRC laws and regulations, the PRC government could: ● Revoke the business and operating licenses of the WFOE, the VIEs and their subsidiaries; ● Discontinue or restrict the operations of any related-party transactions among the WFOE, the VIEs and their subsidiaries; ● Impose fines or other requirements on the WFOE, the VIEs and their subsidiaries; ● Require the WFOE, the VIEs and their subsidiaries to revise the relevant ownership structure or restructure operations; and/or ● Restrict or prohibit the Company’s use of the proceeds of the additional offering to finance the Company’s business and operations in China. The Company’s ability to conduct its business, including its used car trading business and its financing services to used car dealerships, may be negatively affected if the PRC government were to carry out any of the aforementioned actions. As a result, the Company may not be able to consolidate the VIEs and the VIEs’ subsidiaries in its consolidated financial statements as it may lose the ability to exert effective control over the VIEs and the VIEs’ subsidiaries and shareholders, and it may lose the ability to receive economic benefits from the VIEs and the VIEs’ subsidiaries. 1. ORGANIZATION AND PRINCIPAL ACTIVITIES (d) The VIE arrangements In addition, if the WFOE, VIEs and their subsidiaries or their shareholders fail to perform their obligations under the contractual arrangements, the Company may have to incur substantial costs and expend resources to enforce the Company’s rights under the contracts. The Company may have to rely on legal remedies under PRC law, including seeking specific performance or injunctive relief and claiming damages, which may not be effective. All of these contractual agreements are governed by PRC law and provide for the resolution of disputes through arbitration in the PRC. Accordingly, these contracts would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with the PRC legal procedures. The legal system in the PRC is not as developed as in other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit the Company’s ability to enforce these contractual agreements. Under PRC law, rulings by arbitrators are final, parties cannot appeal the arbitration results in courts, and prevailing parties may only enforce the arbitration awards in PRC courts through arbitration award recognition proceedings, which would incur additional expenses and delay. In the event the Company is unable to enforce these contractual agreements, the Company may not be able to exert effective control over its VIEs, and the Company’s ability to conduct its business may be negatively affected. Certain shareholders of the VIEs are also shareholders of the Company. The interests of the shareholders of the VIEs may diverge from that of the Company and that may potentially increase the risk that they would seek to act contrary to the contractual terms, for example, by influencing the VIEs not to pay the service fees when required to do so. The Company cannot assure that when conflicts of interest arise, shareholders of the VIEs will act in the best interests of the Company or that conflicts of interests will be resolved in the Company’s favor. Currently, the Company does not have existing arrangements to address potential conflicts of interest the shareholders of the VIEs may encounter in their capacity as beneficial owners and directors of the VIEs. The Company believes the shareholders of the VIEs will not act contrary to any of the contractual arrangements and the exclusive option agreements provide the Company with a mechanism to remove the current shareholders of the VIEs as beneficial shareholders of the VIEs should they ac |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of presentation The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). (b) Liquidity The Company has experienced recurring losses from operations. For the year ended December 31, 2018, 2019 and 2020, the Company generated negative cash flows from operating activities of $9,749, $4,745, and $3,878. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (b) Liquidity The Company had working capital of $5,850 as of December 31, 2020, and Renren Inc., the shareholder of the Company, purchased $6,000 convertible preferred shares of the Company on March 31, 2021. Furthermore, KX Venturas 4 LLC invested $3,000 in newly designated convertible preferred shares of the Company on December 29, 2020, another investment of $3,000 is expected to close in June 2021(see note 13). The Company has also acquired the financial support letter from Renren Inc., who have expressed the willingness and intention to provide the necessary financial support to the Company, so as to enable the Company to carry on its business without a significant curtailment of operations for the next 12 months from the issuance date of these financial statements. (c) Principles of consolidation The consolidated financial statements of the Company include the financial statements of KAH, its subsidiaries, its VIEs and VIEs’ subsidiaries. All inter-company transactions and balances are eliminated upon consolidation. (d) Business combinations Business combinations are recorded using the acquisition method of accounting. The Company uses a screen to evaluate whether a transaction should be accounted for as an acquisition and/or disposal of a business versus assets. In order for a purchase to be considered an acquisition of a business, and receive business combination accounting treatment, the set of transferred assets and activities must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. If substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, then the set of transferred assets and activities is not a business. The purchase price of business acquisition is allocated to the tangible assets, liabilities, identifiable intangible assets acquired and noncontrolling interest, if any, based on their estimated fair values as of the acquisition date. The excess of the purchase price over those fair values is recorded as goodwill. Acquisition-related expenses and restructuring costs are expensed as incurred. Where the consideration in an acquisition includes contingent consideration and the payment of which depends on the achievement of certain specified conditions post-acquisition, the contingent consideration is recognized and measured at its fair value at the acquisition date and if recorded as a liability, it is subsequently carried at fair value with changes in fair value reflected in earnings. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (e) 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 the reported amounts of revenues and expenses in the financial statements and accompanying notes. Significant accounting estimates reflected in the Company’s consolidated financial statements include, but are not limited to, the net realizable value of inventory, warrant liabilities, the valuation of prepaid expenses and other current assets, deferred tax valuation allowance, income taxes, value-added taxes, impairment of goodwill, allocation of expenses, share-based compensation expense, the beneficial conversion feature of preferred shares, the purchase price allocation associated with business combinations and the fair value of contingent consideration related to business acquisitions. (f) Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. (g) Fair value Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. Authoritative literature provides a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows: ● Level 1 — inputs are based upon unadjusted quoted prices for identical assets or liabilities traded in active markets. ● Level 2 — inputs are based upon quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 — inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (h) Inventory Inventory consists of the purchased used and new automobiles. Inventory is stated at the lower of cost or net realizable value. Inventory cost is determined by specific identification. Net realizable value is the estimated selling price less costs to complete, dispose and transport the vehicles. Selling prices are derived from historical data and trends, such as sales price and inventory turn times of similar vehicles, as well as independent, market resources. Each reporting period the Company recognizes any necessary adjustments to reduce the cost of vehicle inventory to its net realizable value through cost of sales in the accompanying consolidated statements of operations. Vehicle are considered slow moving if they have not been sold within a 90 days period since procurement. In estimating the level of inventory write-downs for slow moving vehicles, the Company considers historical data and forecasted customer demand, such as sales price and inventory turnover of similar vehicles with similar mileage and condition, as well as independent, market information. This valuation process requires management to make judgments, based on currently available information, and assumptions about future demand and market conditions, which are inherently uncertain. To the extent that there are significant changes to estimated vehicle selling prices or decreases in demand for used vehicles, there could be significant adjustments to reflect inventory at net realizable value. In addition, the Company writes down inventories to zero if they are lost or detained by noncontrolling shareholders. (i) Property and equipment, net Property and equipment, net is carried at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the following estimated useful lives: Computer equipment and application software 2 – 3 years Furniture and vehicles 5 years (j) Goodwill Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (j) Goodwill In January 2017, the FASB issued ASU 2017-04, simplifying the Test for Goodwill Impairment, which simplifies the accounting for goodwill impairment by eliminating Step two from the goodwill impairment test. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, versus determining an implied fair value in Step two to measure the impairment loss. On January 1, 2019, the Company elected to early adopt ASU 2017-04, and prospectively applied the guidance to the annual impairment test. The Company assesses goodwill for impairment on annual basis in accordance with ASC 350-20, Intangibles – Goodwill and Other: Goodwill, which permits the Company to first assess qualitative factors to determine whether it is “more likely than not” that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative impairment test. If this is the case, the quantitative goodwill impairment test is required. If it is more likely-than-not that the fair value of a reporting unit is greater than its carrying amount, the quantitative goodwill impairment test is not required. Quantitative goodwill impairment test is used to identify both the existence of impairment and the amount of impairment loss, compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit is greater than its carrying amount, goodwill is not considered impaired. If the fair value of the reporting unit is less than its carrying amount, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. For the year ended December 31, 2019, in performing a qualitative goodwill impairment analysis, the Company concluded that it was more likely than not that the fair value of a reporting unit is less than its carrying amount and performed the quantitative test. The Company recorded a fullimpairment of the goodwill amounting to USD74,091 for the year ended December 31, 2019. There is no goodwill balance as of December 31, 2020. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (k) Revenue recognition The Company recognizes revenue when control of the good or service has been transferred to the customer generally upon delivery to a customer. The contracts have a fixed contract price and revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services. The Company’s revenues are presented net of value-added tax collected on behalf of governments. The Company records sales commissions as selling and marketing expenses when incurred because the amortization period would have been less than one year. These costs are recorded within selling expenses. The Company does not have any significant financing payment terms as payment is received at or shortly after the point of sale. The Company adopted the Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”) on January 1, 2018 using the modified retrospective method. ASC 606 prescribes a five-step model to recognize revenue. Based on the manner in which the Company historically recognized revenue, the adoption of ASC 606 did not have a material impact on the amount or timing of its revenue recognition and the Company recorded no cumulative effect adjustment upon adoption. Additionally, the Company concluded that revenue generated from used car financing services is excluded from the scope of the new revenue standard as it represents revenue within the scope of ASC 310, Receivables, which is explicitly excluded from the scope of ASC 606. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (k) Revenue recognition Disaggregation of Revenue Automobile sales related to used car and new car sales. Financing income related to revenue generated from its used car financing services. Other revenue mainly included revenue generated from agency fees in connection with arrangements with third-party dealers, whereas the Company facilitates sales of their cars, and commissions received by the Company from insurance companies and other financial institutions. Years ended December 31, 2018 2019 2020 Automobile sales $ 420,005 $ 332,634 $ 32,996 Used car financing income 2,317 — — Others 9,082 2,063 164 Total $ 431,404 $ 334,697 $ 33,160 Automobile sales The Company purchases automobiles from unrelated individuals, third party dealerships or manufacturers and suppliers and sells them directly to its customers through its local dealerships. The prices of used vehicles are set forth in the customer contracts, which are agreed prior to delivery. The Company satisfies its performance obligation for used vehicle sales upon delivery whereby customers pick up the vehicles from the dealerships. The Company recognizes revenue at the agreed-upon purchase price stated in the contract. When cash is received from customers prior to delivery of the vehicle, the Company records such cash as advance from customers (a contract liability) in its consolidated balance sheet. Used car financing The Company generates revenue from its financing services business primarily through financing provided to third party used car dealers. Specifically, the Company provides short-term financing services to third party used car dealers to fund the car dealers’ cash needs for used car purchasing. The financing period is no more than six months and is secured by a pledge of the dealers’ used car with total value exceeding the principal of the financing. The Company charges a one-time upfront service fee as well as financing income on a monthly basis. The Company records financing income and service fees related to those services over the life of the underlying financing using the effective interest method on the unpaid principal amounts. The service fees collected upfront, netting the direct origination costs of the financing, are deferred and recognized as financing income as an adjustment to the yield on a straight line basis over the life of the used car financing. The Company has ceased granting new loans for the used car financing since January 2018. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (k) Revenue recognition Other revenue The Company’s other revenues mainly include revenue generated from agency fees in connection with arrangement with third party dealers, whereas the company facilitates sales of their cars. The Company does not control the ownership of the automobiles, but rather is acting as an agent for the third party dealers. Revenue is recognized for the net amount of commission the Company is entitled to retain in exchange for the agency service. Other revenues also include commissions received by the Company from insurance companies and other financial institutions for its facilitation services provided to assist customers in obtaining related insurance and financing for their automobile purchases. Value added taxes Value-added tax (“VAT”) is reported as a deduction to revenue when incurred. Entities that are VAT general taxpayers are allowed to offset qualified input VAT paid to suppliers against their output VAT liabilities. Net VAT balance between input VAT and output VAT is recorded in accrued expense and other current liabilities on the consolidated balance sheet. In 2018, the Company entered into a series of ancillary agreements to facilitate its sale of used cars for value-added tax optimization purposes. Under these ancillary agreements, when the Company sources a used car, the legal ownership of the car is transferred to Shanghai Jieying and Shanghai Financial’s executives, and the registration is normally under the name of one of the dealership’s employees. The Company viewed itself as a service provider in the used car transactions, and therefore is only subject to value-added tax on the difference between the original purchase price and the retail price of the used cars. (l) Income taxes Current income taxes are provided for in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax basis of assets and liabilities and their reported amounts in the financial statements. Net operating loss carryforwards and credits are applied using enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that a portion of or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are presented as non-current in the consolidated balance sheets. The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Interest and penalties on income taxes will be classified as a component of the provisions for income taxes. The Company did not recognize any income tax due to uncertain tax position or incur any interest and penalties related to potential underpaid income tax expenses for the years ended December 31, 2018, 2019 and 2020, respectively. The Company does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (m) Research and development expenses Research and development expenses are primarily incurred for the development of new services, features and products for the Company’s financing business, used automotive business as well as the further improvement of the Company’s technology infrastructure to support these businesses. The Company has expensed all research and development costs when incurred. (n) Financial instruments Financial instruments include cash, restricted cash, accounts receivable, amounts due to related parties, accounts payable, short-term debt and lease liabilities. Refer to Note 15 for further details. (o) Foreign currency translation adjustments The functional and reporting currency of the Company and its subsidiaries in Hong Kong is the United States dollar (“US dollar”). The functional currency for the Company’s subsidiaries and VIEs located in the PRC is the Renminbi (“RMB”). Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into the functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations. The Company’s entities with the functional currency of RMB, translate their operating results and financial positions into the US dollar, the Company’s reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Equity amounts are translated at historical exchange rates. Revenues, expenses, gains and losses are translated using the average rates for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as accumulated other comprehensive income (loss), which is a component of total equity (deficit). (p) Comprehensive loss Comprehensive loss includes net loss and foreign currency translation adjustments and is reported in the consolidated statements of comprehensive loss. (q) Share-based Compensation Share-based compensation expense arises from the Company’s share-based awards granted to its employees. The Company also recorded allocated share-based compensation expenses of Renren’s share-based awards granted to certain members of Renren’s management who, to some extent, provide services to the Company. In determining the fair value of share options granted, a binomial option pricing model is applied. In determining the fair value of restricted shares granted, the fair value of the underlying shares on the grant date is applied. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (q) Share-based Compensation Share-based compensation expense for share options and restricted shares granted is recognized on a straight-line method over the requisite service period. The Company elected to not estimate the forfeiture rate, but to account for the forfeiture when forfeitures occur. A change in any of the terms or conditions of share awards is accounted for as a modification. The Company calculates the incremental compensation cost of modification as the excess of the fair value of the modified awards over the fair value of the original awards immediately before its terms are modified, measured based on the share price and other pertinent factors at the modification date. The Company recognizes, over the remaining requisite service period of the modified awards, the sum of the incremental compensation cost and the remaining unrecognized compensation cost, if any, for the original award on the modification date. (r) Leases The Company leases premises for offices under non-cancellable operating leases. Prior to January 1, 2019, payments made under the operating lease were charged to the consolidated statements of operations on a straight-line basis over the term of underlying lease. Leases with escalated rent provisions are recognized on a straight-line basis commencing with the beginning of the lease term. There are no capital improvement funding, lease concessions or contingent rent in the lease agreements. The Company has no legal or contractual asset retirement obligations at the end of the lease term. The Company early adopted Accounting Standards Codification Topic 842, Leases (“ASC 842”) as of January 1, 2019, using a modified retrospective method for leases that exist at, or are entered into after, January 1, 2019, and has not recast the comparative periods presented in the consolidated financial statements. The adoption of ASC 842 requires the recognition of right-of-use assets and lease liabilities on the balance sheet for both operating and finance leases. The Company elected the package of practical expedients that not to reassess: (1) whether any expired or existing contracts are or contain leases, (2) lease classification for any expired or existing leases, and (3) initial direct costs for any expired or existing leases. The Company also elected the hindsight practical expedient to determine the reasonably certain lease term for existing leases. Upon the adoption of ASC842, the Company recognized the right-of-use assets and lease liabilities of approximately US$5,141 and US$3,735, respectively, as of January 1, 2019. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (r) Leases The Company used its estimated incremental borrowing rate based on information available at the date of adoption in calculating the present value of its existing lease payments. The following table summarizes the effect on the consolidated balance sheet as a result of adopting ASC 842. As of December 31, Effect of As of January 1, 2018 Adoption 2019 Right-of-use assets $ — $ 5,141 $ 5,141 Lease liabilities - current — (1,760) (1,760) Lease liabilities - non-current — (1,975) (1,975) Prepaid expenses and other current assets 38,714 (1,422) 37,292 Accrued expenses and other current liabilities (10,644) 16 (10,628) Upon adoption of ASC 842, the lease liabilities are recognized upon lease commencement for operating leases based on the present value of lease payments over the lease term. The right-of-use assets are initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. As the rate implicit in the lease cannot be readily determined, the Company’s incremental borrowing rate at the lease commencement date is used in determining the imputed interest and present value of lease payments. The incremental borrowing rate was determined using a portfolio approach based on the rate of interest that the Company would have to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The Company recognizes the single lease cost on a straight-line basis over the remaining lease term for operating leases. The Company has elected not to recognize right-of-use assets or lease liabilities for leases with an initial term of 12 months or less; expenses for these leases are recognized on a straight-line basis over the lease term. (s) Contingencies In the normal course of business, the Company is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters, including, among others, government investigations, shareholder lawsuits, and non-income tax matters. An accrual for a loss contingency is recognized when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. If a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (t) Loss per share The Company computes loss per ordinary shares in accordance with ASC 260, Earnings Per Share (“ASC 260”). Under the provisions of ASC 260, basic loss per share is computed using the weighted average number of ordinary shares outstanding during the period except that it does not include unvested ordinary shares subject to repurchase or cancellation. Diluted net income per share is computed using the weighted average number of ordinary shares and, if dilutive, potential ordinary shares outstanding during the period. Potentially dilutive securities have been excluded from the computation of diluted net income per share if their inclusion is anti-dilutive. Potential ordinary shares consist of the incremental ordinary shares issuable upon the exercise of stock options, warrants, and unvested restricted shares. The dilutive effect of outstanding stock options, warrants, and restricted shares is reflected in diluted earnings per share by application of the treasury stock method and the if-converted method, respectively. Contingently issuable shares were not included in the computation of diluted shares outstanding if they were not issuable should the end of the reporting period have been the end of the contingency period. The Company uses loss from continuing operations as the control number in determining whether potential ordinary shares are dilutive or antidilutive. That is, the same number of potential ordinary shares used in computing the diluted per-share amount for income from continuing operations shall be used in computing all other reported diluted per-share amounts even if those amounts will be antidilutive to their respective basic per-share amounts. (u) An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, and is identified on the basis of the internal financial reports that are provided to and regularly reviewed by the Company's chief operating decision maker (“CODM”). The Company’s CODM has been identified as the chief executive officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company. For the years ended December 31, 2018, 2019 and 2020, the Company’s CODM reviewed the financial information of the used car sales business and used car financing business carried out by the Company on a consolidated basis. Therefore, the Company has one operating and reportable segment. The Company operates solely in the PRC and all of the Company's long- lived assets are located in the PRC. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (v) Recent accounting pronouncements not yet adopted In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity (“ASU 2020-06”), which focuses on amending the legacy guidance on convertible instruments and the derivatives scope exception for contracts in an entity's own equity. ASU 2020-06 simplifies an issuer's accounting for convertible instruments by reducing the number of accounting models that require separate accounting for embedded conversion features. ASU 2020-06 also simplifies the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification. Further, ASU2020-06 enhances information transparency by making targeted improvements to the disclosures for convertible instruments and earnings-per-share (EPS) guidance, i.e., aligning the diluted EPS calculation for convertible instruments by requiring that an entity use the if-converted method and that the effect of potential share settlement be included in the diluted EPS calculation when an instrument may be settled in cash or shares, adding information about events or conditions that occur during the reporting period that cause conversion contingencies to be met or conversion terms to be significantly changed. This update will be effective for the Company's fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Entities can elect to adopt the new guidance through either a modified retrospective method of transition or a fully retrospective method of transition. The Company is currently in the process of evaluating the impact of adopting ASU 2020-06 on its consolidated financial statements and related disclosure. Recently issued ASUs by the FASB, except for the ones mentioned above, have no material impact on the Company's consolidated results of operations or financial position. |
SIGNIFICANT RISKS AND UNCERTAIN
SIGNIFICANT RISKS AND UNCERTAINTIES | 12 Months Ended |
Dec. 31, 2020 | |
SIGNIFICANT RISKS AND UNCERTAINTIES | |
SIGNIFICANT RISKS AND UNCERTAINTIES | 3. SIGNIFICANT RISKS AND UNCERTAINTIES Foreign currency risk The Renminbi (“RMB”) is not a freely convertible currency. The State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of RMB into foreign currencies. The value of the RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. Cash of the Company included aggregate amounts of $2,410 and $132 as of December 31, 2019 and 2020, respectively, which were denominated in RMB. Concentration of credit risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company places its cash and restricted cash with financial institutions with high-credit ratings and quality. There were no customers that accounted for 10% or more of total revenues for the years ended December 31, 2018, 2019 and 2020. No customers accounted for 10% or more of the balance of accounts receivable as of December 31, 2019 and 2020. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2020 | |
DISCONTINUED OPERATIONS | |
DISCONTINUED OPERATIONS | 4. DISCONTINUED OPERATIONS Deconsolidation of Ji’nan Dealership In order to focus on the used car business, the Company reached the resolution in the third quarter of 2018 to dispose its Ji’nan Dealership, which is primarily engaged in new car sales, to an affiliate of Renren, along with related assets residing in Shanghai Jieying. The disposal of Ji’nan Dealership represented a strategic shift and had a major effect on the Company’s results of operations. Accordingly, assets, liabilities, revenue and expenses to those businesses have been reclassified in the accompanying consolidated financial statements as discontinued operations for the year ended December 31, 2018. All of the the Ji’nan Dealership assets and liabilities had been disposed of as of December 31, 2018 and there were no transactions that were recorded in the statements of operations for the years ended December 31, 2019 and 2020. The operating results from discontinued operations included in the Company’s consolidated statement of operations were as follows for the year ended December 31, 2018. Year ended December 31, 2018 Major classes of line items constituting pretax profit of discontinued operations: Revenues $ 47,672 Cost of revenues 50,531 Selling, research and development, and general and administrative expenses 16,777 Fair value change of contingent consideration 19,042 Loss from the operations of the discontinued operations, before income tax (594) Loss from the operations of the discontinued operations, net of tax $ (594) The condensed cash flow related to the discontinued operations were as follows for the year ended December 31, 2018: Year ended December 31, 2018 Net cash provided by operating activities $ 516 Net cash used in investing activities $ (1) Net cash provided by financing activities $ — All notes to the accompanying consolidated financial statements, except for the cash flow statement, have been retrospectively adjusted to reflect the effect of the discontinued operations, where applicable. |
BUSINESS ACQUISITION
BUSINESS ACQUISITION | 12 Months Ended |
Dec. 31, 2020 | |
BUSINESS ACQUISITION | |
BUSINESS ACQUISITION | 5. BUSINESS ACQUISITION Acquisition of used car dealers and after-sales service centers in 2018 During the year ended December 31, 2018, KAG completed the acquisition of three after-sales centers, Jinan Zhoushuo Yidong Automobile Trading Co., Ltd. (“Jinan Zhoushuo”), Chongqing Zhoushuo Xingqi Automobile Service Co., Ltd. (“Chongqing Zhoushuo”) and Suzhou Zhoushuo Lujie Automobile Service Co., Ltd. (“Suzhou Zhoushuo”), and one additional dealership, Shanxi Jieying Weilan Automobile Sales Co., Ltd. (“Shanxi”). KAG initially purchased all inventories, from each dealership and after-sales service center, KAG subsequently entered into equity purchase agreement to purchase the new entity set up by the owners of each dealership and after-sales service center. Subsequent to the date of each acquisition, the Company measured the estimated fair values of the contingent consideration at each reporting date. For the year ended December 31, 2018, the Company recorded $49,503 in fair value change of contingent consideration, which was recorded as other expenses in the Company’s consolidated statements of operations as a result of the re -measurement of the estimated fair value of the contingent consideration at the reporting date. Acquisition of Shanxi in 2018 On April 8, 2018, KAG entered into an equity purchase agreement with Shanxi. KAG initially purchased the car inventories from the dealership which were recorded at fair value. KAG subsequently entered into equity purchase agreement to purchase the new entity set up by the owner of Shanxi used car dealership. As consideration for the transaction, KAG agreed to (1) pay cash consideration which includes partial consideration for the cars purchased as well as capital injection to the entities acquired, (2) forgive financing receivable outstanding that was previously provided by KAG to the used car dealerships and (3) provide contingent consideration to be paid upon the successful offering of KAG. The following information summarizes the results of operations attributable to the acquisition included in the Company’s consolidated statement of operations since the acquisition date: Year ended December 31, 2018 Revenues $ 20,135 Net gain $ 752 Acquisitions of after-sales service centers During the first half of 2018, KAG further entered into separate equity purchase agreements with three after-sales service centers individually. Each acquisition, negotiated independently, was structured in a similar manner whereby, Shanghai Zhoushuo Automobile Technology Co., Ltd, (“Shanghai Zhoushuo”), a subsidiary of KAG, initially purchased all inventories from each after-sales service center. Subsequent to the purchase, Shanghai Zhoushuo and the shareholder of each of the existing after-sales service center (the “Seller”) entered into an equity purchase agreement which requires the Seller to transfer majority interest of the dealership as follows: 5. BUSINESS ACQUISITION Acquisitions of after-sales service centers (1) The Seller agrees to set up a new entity to which it transfers the remaining eligible assets of the after-sales service center, employees, and business contracts owned and leased by the existing after-sales service center. In turn, Shanghai Zhoushuo agrees to subscribe for 70% of the equity interest in this entity. (2) Shanghai Zhoushuo agrees to inject cash to the newly formed entity described in the preceding paragraph as well as to pay the Seller contingent consideration in the form of shares of KAG, the parent of Shanghai Zhoushuo. The Company believes that structuring the acquisitions as described above allows them to avoid potential exposures or liabilities associated with the acquired entities. The purchase of inventories and acquisition of the new entity were accounted for as a single transaction. The payment of the contingent consideration is contingent upon the successful offering of KAG as well as the meeting performance targets of the acquired after-sales service centers. The amount of consideration is measured based on the operating performance of the acquired after-sales service centers both prior to and subsequent to the future offering transaction of KAG, and the number of shares expected to be issued will be calculated based on the offering price. Such contingent consideration will require KAG to issue the shares at different times. The issuance will be made in four installments, 12- month apart, upon the successful offering of KAG and is calculated based on a percentage of each 12-months cumulative operating results of the acquired after-sales service centers after the acquisition date under different multiples. The contingent issuance of shares is not dependent on whether the previous after-sales service centers owner remains employed with KAG. Acquired assets and liabilities were recorded at their fair value at the date of acquisition. The purchase price allocation described below was based on a valuation analysis that utilized and considered generally accepted valuation methodologies such as the income, market and cost approach. The determination and allocation of fair values to the identifiable assets acquired, liabilities assumed and noncontrolling interests is based on various assumptions and valuation methodologies requiring considerable judgment from management. The most significant variables in these valuations are discount rates, terminal values, the number of years on which to base the cash flow projections, as well as the assumptions and estimates used to determine the cash inflows and outflows. The Company determines discount rates to be used based on the risk inherent in the related activity’s current business model and industry comparisons. Terminal values are based on the expected life of assets, forecasted life cycle and forecasted cash flows over that period. As consideration for the transactions, KAG agreed to (1) pay cash consideration which includes capital injection to the entity acquired and (2) contingent consideration to be paid upon the successful offering of KAG. The following information summarizes the results of operations attributable to the acquisitions included in the Company’s consolidated statement of operations since the acquisition dates: Year ended December 31, 2018 Chongqing/ Suzhou/ Jinan Zhoushuo Revenues $ 341 Net loss $ 582 5. BUSINESS ACQUISITION Acquisitions of after-sales service centers In December 2018, KAG disposed 70% equity interest of Chongqing Zhoushuo to the minority shareholder and received US$0.1 million consideration. The transfer of equity interest registration of Chongqing Zhoushuo was completed on December 6, 2018. As a result, an immaterial gain from disposal of Chongqing Zhoushuo was recorded during the year ended December 31, 2018. The disposal of Chongqing Zhoushuo does not constitute a strategic shift that will have a major effect on the Company’s operations or financial results and as such, the disposal is not classified as discontinued operations in the Company’s consolidated financial statements. Pro forma information of acquisitions in 2018 Supplementary pro-forma revenues and net earnings for the combined entity, as if business combination had been acquired as of January 1, 2018 were not included as it is impracticable since the used car dealerships and after-sales service centers historically did not have sound accounting systems to maintain reliable accounting records prior to the acquisitions and creating reliable accounting records would require an unreasonably significant amount of effort and resources. Post-acquisition, the newly established entities began to create and maintain accounting records. In January 2019, KAG entered into amendment agreements with the dealership and after-sales service center operators that updated the offering price in the calculation of shares for contingent consideration to the initial public offering price of CM Seven Star, i.e. US$10.00, and allowed the contingent consideration to be settled by shares of KAH. Upon the consummation of the SPAC Transaction, the contingent consideration was assumed by Renren. For the year ended December 31, 2019, the Company recorded a gain of fair value change in contingent consideration in the amount of $65,594, which represents the fair value changes before it was transferred to Renren. |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2020 | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 6. PREPAID EXPENSES AND OTHER CURRENT ASSETS As of December 31, Note 2019 2020 Advances for purchasing cars (i) $ 25,017 $ 41,700 Others 2,569 1,924 Total $ 27,586 $ 43,624 (i) The balance represents cash advances paid to noncontrolling shareholders for purchasing cars. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2020 | |
PROPERTY AND EQUIPMENT, NET | |
PROPERTY AND EQUIPMENT, NET | 7. PROPERTY AND EQUIPMENT, NET As of December 31, 2019 2020 Computer equipment and application software $ 293 $ 336 Furniture and vehicles 309 223 Leasehold improvements 321 321 Total 923 880 Less: Provision for impairment (503) (503) Less: Accumulated depreciation (267) (332) Property and equipment, net $ 153 $ 45 Depreciation expense from continuing operations was $161, $168 and $41 for the years ended December 31, 2018, 2019 and 2020, respectively. Impairment loss was $nil $nil |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 31, 2020 | |
GOODWILL | |
GOODWILL | 8. GOODWILL The Company’s goodwill reflects the excess of the consideration paid or transferred, including the fair value of contingent consideration over the fair values of the identifiable net assets acquired. The Company engages in the used car business and has one reporting unit for goodwill impairment test purposes. For the year ended December 31, 2019, the Company elected to perform a qualitative assessment, considering the suspension of operation in dealerships due to disagreements with certain non-controlling shareholders on operational matters, declining revenues, significant write-down of the Company’s inventory, write-off of the prepaid expenses and other current assets, and continuous decrease in the Company’s share price, the Company assessed it is not more likely than not that the fair value of the reporting unit is greater than its carrying amount. The Company performed a quantitative impairment assessment using the discounted cash flow method. The Company performed the quantitative analysis using the discounted cash flow method when determining the fair value of the reporting unit. Key assumptions used to determine the estimated fair value include: (a) internal cash flows forecasts including expected revenue growth, operating margins and estimated capital needs, (b) an estimated terminal value using a terminal year long-term future growth rate determined based on the growth prospects of the reporting unit; and (c) a discount rate that reflects the weighted-average cost of capital adjusted for the relevant risk associated with the reporting unit’s operations and the uncertainty inherent in the Company’s internally developed forecasts. The Company recognized a full impairment of goodwill for the year ended December 31, 2019. There was no goodwill as of December 31, 2020. The net balances of the goodwill was $nil as of December 31, 2019 and 2020. |
SHORT-TERM DEBT
SHORT-TERM DEBT | 12 Months Ended |
Dec. 31, 2020 | |
SHORT-TERM DEBT | |
SHORT-TERM DEBT | 9. SHORT-TERM DEBT As of December 31, Note 2019 2020 Bank of Beijing (i) $ 718 $ 307 East West Bank (ii) 9,182 8,130 Others (iii) 6,730 6,820 Total $ 16,630 $ 15,257 (i) In April 2019, the Company entered into a loan agreement with Bank of Beijing for $718 in aggregate. The loan bears annual interest rates of 5.665% . The Company has repaid $411 before the end of 2020 and the remaining balance of the loan was fully paid on April 25, 2021. (ii) The annum interest rate of borrowings from East West Bank was range from 2.800% to 6.000% . As of December 31, 2020, the Company has two outstanding loans of amount $6,130 and $2,000 , which maturity date is June 30, 2021 and August 31, 2021, respectively. The loan with amount of $6,130 was guaranteed by a wholly-owned subsidiary of Renren Inc, Qianxiang Shiji Technology Development (Beijing) Co., Ltd. The loan with amount of $2,000 was under an irrevocable standby letter of credit issued by East West Bank to Renren in April 2019 with Renren’s restricted cash pledged as security. (iii) These loans were borrowed from individuals or other financing institution other than banks, the annum interest rate was range from 10.800% to 14.000% . As of December 31, 2020, the Company has defaulted and delayed the repayment of three loans with amount of $383 , $3,065 , $3,372 , which has been fully repaid in January 2021. The interest expense was $4,261, $4,057, and $1,183 for the years ended December 31, 2018, 2019 and 2020, respectively. |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2020 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 10. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES As of December 31, 2019 2020 Other taxes payable $ 4,604 $ 4,423 Other payables of used car trading business 5,357 3,308 Accrued professional fee 3,043 2,804 Others 4,298 4,148 Total $ 17,302 $ 14,683 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
INCOME TAXES | |
INCOME TAXES | 11. INCOME TAXES The Company, Kaixin Auto Group and Renren Finance Inc. are both incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, the companies are not subject to income or capital gains taxes. Jet Sound Hong Kong Company Limited was incorporated in Hong Kong and is subjected to Hong Kong profits tax. With effect from April 1, 2018, a two-tiered profit tax rate regime applies. The profits tax rate for the first HKD2 million of corporate profits is 8.25%, while the standard profits tax rate of 16.5% remains for profits exceeding HKD2 million. No provision for Hong Kong profits tax has been made as Jet Sound Hong Kong Company Limited has no assessable profits in Hong Kong in the fiscal years ended December 31, 2018, 2019 and 2020. Other subsidiaries and VIEs of the Company domiciled in the PRC were subject to 25% statutory income tax rate in the years presented. The PRC Enterprise Income Tax Law (“EIT Law”) includes a provision specifying that legal entities organized outside PRC will be considered residents for Chinese income tax purposes if their place of effective management or control is within PRC. If legal entities organized outside PRC were considered residents for Chinese income tax purposes, they would become subject to the EIT Law on their worldwide income. This would cause any income from legal entities organized outside PRC earned to be subject to PRC’s 25% EIT. The Implementation Rules to EIT Law provide that non-resident legal entities will be considered as PRC residents if substantial and overall management and control over the manufacturing and business operations, personnel, accounting, properties, etc. reside within PRC. 11. INCOME TAXES Beijing Kirin Wings Technology Development Co., Ltd., incorporated in the PRC on January 16, 2013, qualified as a “High and New Tech Enterprise” in 2017, and therefore was entitled to a preferential tax rate of 15% for the following three years. Despite the present uncertainties resulting from the limited PRC tax guidance on the issue, the Company does not believe that the legal entities organized outside PRC should be characterized as PRC residents for EIT Law purposes. Under the EIT Law and its implementation rules which became effective on January 1, 2008, dividends generated after January 1, 2008 and payable by a foreign-invested enterprise in PRC to its foreign investors who are non-resident enterprises are subject to a 10% withholding tax, unless any such foreign investor’s jurisdiction of incorporation has a tax treaty with PRC that provides for a different withholding arrangement. The Cayman Islands, where the Company is incorporated, does not have a tax treaty with PRC. The Company’s subsidiaries and VIEs located in the PRC had aggregate accumulated deficits as of December 31, 2020. Accordingly, no deferred tax liability had been accrued for the Chinese dividend withholding taxes as of December 31, 2020. The current and deferred component of income tax expenses (benefit) which were attributable to the Company’s PRC subsidiaries and VIEs and VIEs’ subsidiaries are as follows: Years ended December 31, 2018 2019 2020 Current income tax expense (benefit) $ 862 $ (1,920) $ (1,528) Deferred income tax expense — — — Total income tax expense (benefit) $ 862 $ (1,920) $ (1,528) 11. INCOME TAXES The principal components of the deferred tax assets and liabilities are as follows: As of December 31, 2019 2020 Deferred tax assets Provision for doubtful accounts $ 2,165 $ 2,249 Inventory 4,510 4,510 Prepaid expenses and other current assets 5,629 4,865 Property and equipment, net 124 124 Accrued payroll and welfare 107 119 Accrued liabilities 345 357 Advertising fee 5 6 Employee education fee 13 13 Net operating loss carry forwards 10,738 12,811 Total Deferred tax assets $ 23,636 $ 25,054 Less: valuation allowance (23,636) (25,054) Deferred income tax assets, net $ — $ — Deferred income liabilities $ — $ — Net Deferred income tax assets $ — $ — The Company operates through multiple subsidiaries and VIEs and VIEs’ subsidiaries. The valuation allowance is considered on each individual entity basis. The subsidiaries and VIEs and VIEs’ subsidiaries registered in the PRC have total deferred tax assets related to net operating loss carry forwards at $10,738 and $12,811 as of December 31, 2019 and 2020, respectively. The Company assessed the available evidence to estimate if sufficient future taxable income would be generated to use the existing deferred tax assets. As of December 31, 2019 and 2020, full valuation allowances were established because the Company believes that it is more likely than not that its deferred tax assets will not be utilized as it does not expect to generate sufficient taxable income in the near future. As of December 31, 2020, the Company had net operating losses from several of its PRC entities of $54,120,which can be carried forward to offset future taxable profit. The net operating loss of $986, $25,093, $10,078, $12,660 and $5,303 will expire by 2021, 2022, 2023, 2024 and 2025, respectively, if not utilized. 11. INCOME TAXES Reconciliation between the income taxes expense computed by applying the PRC tax rate to loss before the provision of income taxes and the actual provision for income taxes is as follows: Years Ended December 31, 2018 2019 2020 Loss before provision of income tax $ (88,076) $ (70,988) $ (6,848) PRC statutory income tax rate 25 % 25 % 25 % Income tax at statutory tax rate (22,019) (17,747) (1,712) Accrual (reversal) of taxable deemed interest income from inter-company interest-free loans 2,108 (2,259) (1,593) Impairment of goodwill — 18,523 — Fair value change on contingent consideration — (16,399) — Non-taxable income — (234) — Non-deductible loss and other expenses not deductible for tax purposes 15,644 298 109 Effect of income tax rate differences in jurisdictions other than the PRC 3,234 2,313 1,128 Effect of tax holiday (53) 305 147 Tax effect of tax rate change — — (1,025) Changes in valuation allowance 1,948 13,280 1,418 Income tax expenses $ 862 $ (1,920) $ (1,528) The rollforward of valuation allowances of deferred tax assets for the year ended December 31, 2020 were as follows: Year Ended December 31, 2020 Balance as of beginning of year $ 23,636 Additions of valuation allowance 546 Utilization of deferred tax assets (153) Change in tax rate 1,025 Balance as of the end of the year $ 25,054 Since January 1, 2008, the relevant tax authorities have not conducted a tax examination on the Company’s PRC entities. In accordance with relevant PRC tax administration laws, tax years from 2016 to present of the Company’s PRC subsidiaries and VIEs and VIEs’ subsidiaries remain subject to tax audits as of December 31, 2020 at the tax authority’s discretion. |
CONVERTIBLE LOANS
CONVERTIBLE LOANS | 12 Months Ended |
Dec. 31, 2020 | |
CONVERTIBLE LOANS | |
CONVERTIBLE LOANS | 12. CONVERTIBLE LOANS On January 28, 2019, KAG, KAH and Kunlun Tech Limited (“Kunlun”), entered into a convertible loan agreement to invest $23 million to KAH,which is subject to an annual interest rate stipulated by the Peoples Bank of China for the corresponding period, which is at 4.35% as of January 28, 2019. The first principal amount of $20 million was advanced to KAH on January 28, 2019, and the remaining $3 million was advanced to KAH on January 31, 2020. If there was a closing of the SPAC Transaction before May 31, 2019, the interest would be waived and the $20 million loan would be automatically converted into KAH’s units (“Unit”) at the closing date at a price of $10.00 per Unit. Each Unit represents one ordinary share of KAH, one half of a redeemable warrant of KAH with a striking price of $11.50 (“Warrant”), and a right to 1/10 of an ordinary share of KAH (“Right”). The $20 million would become due if the SPAC Transaction could not be closed by May 31, 2019. The Company assessed the contingent conversion feature and determined that this feature did not meet the definition of a derivative instrument because the settlement terms involved the gross delivery of the underlying securities, which were not readily convertible to cash. The Company then assessed whether the beneficial conversion feature guidance was applicable and concluded the convertible loan contains a contingent beneficial conversion feature. Upon the closing of the SPAC transaction, the contingency was resolved and the convertible loan, which consists of $20,000 principal and $219 accrued interest, was automatically converted into 2,000,000 Units. Accordingly, a contingent beneficial conversion feature of $2,128 was recognized as additional interest expense, which represents the difference between the conversion price and the fair value of the KAH’s ordinary share, one half of a warrant and a right on the commitment date. Furthermore, pursuant to the terms of the convertible loan agreement with Kunlun, the $3,000 principal amount funded on January 30, 2020 was automatically converted into 300,000 Units. On April 25, 2019, KAG, KAH and 58.com Holdings Inc. (58.com) entered into a convertible loan, pursuant to which 58.com agreed to advance $1 million to KAG, which is subject to an annual interest rate stipulated by the Peoples Bank of China for the corresponding period, which is at 4.35% as of April 25, 2019. If there was a closing of the SPAC Transaction before May 31, 2019, the interest would be waived and the $1 million loan would be automatically converted into KAH’s ordinary shares at a price of $ 10.00 per share. Upon the closing of the SPAC transaction, 58.com remitted the $1 million to KAG, was automatically converted into 100,000 ordinary shares of KAH. The conversion feature is not bifurcated due to its indexed to KAH’s own stock and there was no beneficial conversion feature. |
PREFERRED SHARES AND WARRANT LI
PREFERRED SHARES AND WARRANT LIABILITIES | 12 Months Ended |
Dec. 31, 2020 | |
PREFERRED SHARES AND WARRANT LIABILITIES | |
PREFERRED SHARES AND WARRANT LIABILITIES | 13. PREFERRED SHARES AND WARRANT LIABILITIES On December 28, 2020, KAH entered into a definitive securities purchase agreement (the “Purchase Agreement”) with U.S. based KX Venturas 4 LLC (the “Investor”) and completed the initial closing on December 29, 2020. Pursuant to the Purchase Agreement, the Investor will invest $6,000 in newly designated Series A convertible preferred shares (“preferred shares”) of the Company. The first $3,000 of the investment closed on December 29, 2020 (the “First Closing”), and the remaining investment is expected to close in mid-2021 (the “Second Closing”). The preferred shares are convertible into 1,000,000 ordinary shares of the Company’s at a conversion price of $3.00, subject to customary adjustments. Pursuant to the Purchase Agreement, the Investor will also receive warrants to subscribe for the Company’s ordinary shares at an exercise price of $3.00 per share. The Preferred Shares and Warrants are bundled transactions, which were considered as equity-linked instruments. The Group has determined that there was no beneficial conversion feature attributable to the preferred shares because the initial effective conversion prices of these preferred shares were higher than the fair value of the Company’s ordinary shares at the relevant commitment dates. The Company has issued 3,000 convertible preferred shares as of December 31, 2020, and the fair value allocated to preferred shares was $1,311. In connection with the issuance of the convertible preferred shares on December 29, 2020, 1,500,000 Series A Warrants, 1,333,333, Series B Warrants and 2,000,000 Series C Warrants were issued to the Investor, with each warrant provided the holder the right to subscribe for the Group’s ordinary shares at an exercise price of $3.00 per share. Series A and Series B Warrants are immediately exercisable, and Series C Warrants are exercisable upon exercise and in proportion to the number of Series B Warrants exercised. Series A, B and C warrants expire on December 29, 2027, August 29, 2022 and June 29, 2028, respectively. The warrants are classified as a liability and the fair value allocated to warrants was $1,690 as of December 31, 2020. The warrants liability will be re-measured at each reporting period until the warrants are exercised or expire and any changes will be recognized in the statement of operations. No warrants were exercised as of December 31, 2020. The fair value of the warrants as of December 31, 2020 were calculated using the Black-Scholes pricing model with the following assumptions: As of December 31, 2020 Series A Warrant Series B Warrant Series C Warrant Risk-free rate of return 0.66 % 0.12 % 0.71 % Estimated volatility rate 46.07 % 51.29 % 45.63 % Dividend yield 0.00 % 0.00 % 0.00 % Exercise price $ 3.00 $ 3.00 $ 3.00 Fair value of warrant $ 1.39 $ 0.76 $ 1.43 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2020 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | 14. STOCKHOLDERS’ EQUITY Ordinary shares KAH was authorized to issue a total of 200,000,000 ordinary shares of a par value of $0.0001 each prior to the SPAC Transaction. On May 1, 2019, the Company passed a special resolution and changed the authorized ordinary shares of the Company to 500,000,000 ordinary shares. Holders of the Company’s ordinary shares are entitled to one vote for each share. 14. STOCKHOLDERS’ EQUITY In connection with the SPAC Transaction, KAH issued 3,300,000 Indemnity shares and 19,500,000 Earnout Shares to Renren, which are held in escrow, see Note 1(a) for details. At the closing of the SPAC Transaction, (1) KAH issued 750,000 units to E&A Callet Investment Limited (“E&A Callet”) for US$ 7,500, which consists of 750,000 ordinary shares, 375,000 Warrants, and a right to 1/10 of an ordinary share of KAH (“Rights”) that converted into 75,000 ordinary shares at the same time; (2) the convertible loan issued to Kunlun was automatically converted into 2,000,000 Units, which consists of 2,000,000 ordinary shares, 1,000,000 Warrants, and Rights that converted into 200,000 ordinary shares at the same time ; (3) the convertible loan issued to 58.com was automatically converted into 100,000 ordinary shares ; (4) the outstanding Rights prior to the SPAC transaction were converted into 2,116,401 ordinary shares at the same time. Warrants As of December 31, 2020, there were 11,957,008 Warrants outstanding, which consist of 10,582,008 Warrants outstanding before the SPAC Transaction, 1,000,000 Warrants issued with units upon the conversion of convertible loan of Kunlun, and 375,000 Warrants issued with units for share subscription of E&A Callet. Each whole Warrant that was issued with units in the initial public offering (“IPO”) of KAH in 2017 and issued with units to Kunlun upon the conversion of its convertible loan (“Public Warrant”) is exercisable for one ordinary share at a price of $11.50 per full share. Public Warrants may only be exercised for whole numbers of shares. The Public Warrants became exercisable on the date of the SPAC Transaction. If a registration statement covering the ordinary shares issuable upon exercise of the Public Warrants is not effective within 90 days following the SPAC Transaction, holders of Public Warrants may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise the Public Warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. In such event, each holder would pay the exercise price by surrendering the Public Warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the Public Warrants, multiplied by the difference between the exercise price of the Public Warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the ordinary shares for the 10 trading days ending on the day prior to the date of exercise. The warrants have a term of five years of the completion of the completion of the SPAC Transaction. 14. STOCKHOLDERS’ EQUITY The Company may redeem the outstanding Public Warrants, in whole and not in part, at a price of $0.01 per warrant: ● at any time while the Warrants are exercisable, ● upon a minimum of 30 days’ prior written notice of redemption, ● if, and only if, the last sales price of the ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30 trading day period ending three business days before the Company sends the notice of redemption, and ● if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such Warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. If the Company calls the Warrants for redemption as described above, the management will have the option to require all holders that wish to exercise Warrants to do so on a “cashless basis.” The Warrants were recognized as an equity instrument, which is classified within equity (deficit) as additional paid-in capital. Warrants outstanding as of December 31, 2019 and 2020 classifed as equity are as follows: December 31, 2019 2020 Warrants issued with units in the IPO 10,582,008 10,582,008 Warrants issued to E&A Callet 375,000 375,000 Warrants issued with units to Kunlun 1,000,000 1,000,000 Total 11,957,008 11,957,008 Options There was a call option purchased by the IPO underwriter of KAH in 2017, which is exercisable at $10.00 per Unit to purchase up to 900,000 Units (or an aggregate exercise price of $9,000,000) commencing on the consummation of the SPAC Transaction. The option may be exercised for cash or on a cashless basis, at the holder's option, and expires five years from the effective date of the registration statement related to the initial public offering of KAH (i.e., expires by October 2022). |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | 15. FAIR VALUE MEASUREMENTS Assets and liabilities measured or disclosed at fair value The Company measures its financial assets and liabilities, including contingent consideration and warrant liability at fair value on a recurring basis as of December 31, 2019 and 2020. The Company measured its accounts receivable, accounts payable, short-term debt, amounts due to related parties at amortized cost. Cash is classified within Level 1 of the fair value hierarchy because they are valued based on the quoted market price in an active market. The carrying value of the short-term debt obligations approximate fair value, considering the borrowing rates are at the same level of the current market yield for the comparable debts. The carrying value of accounts receivable, accounts payable, and amounts due to related parties approximate fair value due to the relatively short maturity. 15. FAIR VALUE MEASUREMENTS The following table presents the fair value hierarchy for assets and liabilities measured at fair value on a recurring basis: As of December 31, 2019 As of December 31, 2020 Fair Value Measurement at the Reporting Date using Fair Value Measurement at the Reporting Date using Quoted Quoted price in price in active active markets markets for Significant Significant for Significant Significant identical other unobservable identical other unobservable assets observable inputs assets observable inputs Level 1 inputs Level 3 Total Level 1 inputs Level 3 Total Warrant liability — — — — — — (1,690) (1,690) The Company did not transfer any assets or liabilities in or out of Level 3 during the years ended December 31, 2018, 2019 and 2020. In January 2019, the Company modified acquisition agreement with all of the dealerships and after sales service centers, under the modified terms, the fair value of contingent consideration is also affected by the operating results and the share price of KAH and the obligation to pay the contingent consideration would be transferred to Renren upon the closing of the SPAC Transaction. 15. FAIR VALUE MEASUREMENTS On April 30, 2019, upon the closing of the SPAC Transaction, the contingency of a successful reverse recapitalization transaction was resolved. The Company determined the fair value of the contingent consideration on April 30, 2019 and recorded the changes in fair value from January 1, 2019 to April 30, 2019 in earnings, then the contingent consideration was assumed by Renren. As KAH’s share price becomes a significant input in the valuation, the Company adopted Monte Carlo simulation method. A Monte Carlo simulation uses random scenarios, together with the assumption of volatility, risk-free rate, expected dividend rate, to generate individual stock price paths. This approach for valuing a contingent consideration with a market condition is appropriate because each individual stock price path that is generated can be monitored to identify paths where the market condition is met. The simulation process is repeated numerous times to generate numerous different stock price paths. The major assumptions used in the Monte Carlo simulation are as follows: As of April 30, 2019 Volatility 40 % Risk-free rate 3.2 % Expected dividend rate — % Simulation steps 10,000 The following is a reconciliation of the beginning and ending balances for contingent consideration measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended December 31, 2019: Amount Balance at January 1, 2019 $ 105,670 Fair value change for the four months ended April 30, 2019 (65,594) Exchange difference 2,466 Contingent liability assumed by Renren on April 30, 2019 (42,542) Balance at December 31, 2019 $ — |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2020 | |
SHARE-BASED COMPENSATION | |
SHARE-BASED COMPENSATION | 16. SHARE-BASED COMPENSATION (a) Kaixin incentive plans The numbers of shares awards and per share data as follows are restated to give effect for the reverse recapitalization discussed in Note 1(a). Kaixin Auto Group Incentive Plan (the “Kaixin 2018 Plan”) On January 31, 2018, KAG adopted Kaixin 2018 Plan, whereby 6,248,000 ordinary shares of KAG are made available for future grant for employees or consultants of KAG either in the form of incentive share options or restricted shares. The plan was amended and restated in May 2018 that up to 21,868,000 ordinary shares will be made available for granting as awards. The term of the options may not exceed ten years from the date of the grant, except for the situation of an amendment, modification and termination. The awards under the plan are subject to vesting schedules ranging from immediately upon grant to four years subsequent to grant date. On March 15, 2018 and July 1, 2018, KAG issued an aggregate of 5,695,286 options to purchase KAG’s ordinary shares to certain of its directors, officers and employees to compensate for their services. Kaixin Auto Holdings Incentive Plan (the “Kaixin 2019 Plan”) On April 30, 2019, KAH adopted Kaixin 2019 Plan, whereby 4,715,700 ordinary shares of KAH are made available for future grant for employees of KAH share options or restricted shares. On May 3, 2019 (the “Replacement Date”), the Company’s board of directors approved a directive to replace all the outstanding share options granted during the year ended December 31, 2018 under the 2018 Plan to 144 employees with 2,186,364 options and 2,183,828 restricted shares. The exercise price of the options was reduced from $1.70 per share to $0.01 per share. The replacement options were subject to graded vesting over three years from the Replacement Date, in which 25% ~ 62.5% of the options granted to each individual vest on the grant date immediately and 1/36 1/4 Kaixin Auto Holdings Incentive Plan (the “Kaixin 2020 Plan”) On November 17, 2020, the board of directors of KAH approved the Kaixin 2020 Plan, under which, up to 5,000,000 ordinary shares may be granted as awards in form of share options, restricted shares or restricted shares units. In the event of a change in control or another transaction having a similar effect, then any incentives granted under the 2020 Incentive Plan shall be deemed vested immediately. No such award has been granted during the year ended December 31, 2020. Subsequent to December 31, 2020, the Company has granted 4,646,778 restricted shares under the Kaixin 2020 Plan. 16. SHARE-BASED COMPENSATION (a) Kaixin incentive plans In determining the fair value of share options, a binomial option pricing model is applied. Assumptions used to estimate the fair values of the share options granted or modified were as follows: Years ended December 31, 2019 2020 Risk-free interest rate(1) 2.50-3.00 % N/A Volatility(2) 45%-46 % N/A Expected term (in years) (3) 10 N/A Exercise price(4) $ 0.01 N/A Dividend yield(5) — N/A Fair value of underlying ordinary share(6) $ 2.12-$3.36 N/A (1) Risk-free interest rate Risk-free interest rate was estimated based on the yield to maturity of treasury bonds of the United States with a maturity period close to the expected life of the options, and the country risk spread between China and United States was considered. (2) Volatility The volatility of the underlying ordinary shares during the life of the options was estimated based on the historical stock price volatility of listed comparable companies over a period comparable to the expected term of the options. (3) Expected term For the options granted to employees, the Company estimated the expected term based on the vesting and contractual terms and employee demographics. For the options granted to non-employees, the Company estimated the expected term as the original contractual term. (4) Exercise price The exercise price of the options was determined by the Company’s board of directors. (5) Dividend yield The dividend yield was estimated by the Company based on its expected dividend policy over the expected term of the options. 16. SHARE-BASED COMPENSATION (a) Kaixin incentive plans (6) Fair value of underlying ordinary shares Prior to the consummation of the SPAC Transaction, the estimated fair value of the ordinary shares underlying the options as of the valuation date was determined based on a contemporaneous valuation. When estimating the fair value of the ordinary shares on the valuation dates, management has considered a number of factors, including the result of a third party appraisal of the Company, while taking into account standard valuation methods and the achievement of certain events. The fair value of the ordinary shares in connection with the option grants on the valuation date was determined with the assistance of an independent third-party appraiser. The fair values of the underlying ordinary shares on each date of the grant after April 30, 2019, were the closing prices of the Company's ordinary shares traded in the Stock Exchange. A summary of the Company’s share options activities held by the Company’s employees for the year ended December 31, 2020 was as follows: Weighted average Weighted Weighted grant day Average Average fair Remaining Aggregate Options Granted to Employees Number of Exercise Value per Contractual Intrinsic and Directors Shares Price shares Years value Outstanding as of December 31, 2019 2,154,514 $ 0.01 $ 3.20 9.39 $ 4,007 Forfeited (165,264) $ 0.01 $ 3.35 Granted — — Exercised (499,456) 3.23 Outstanding as of December 31, 2020 1,489,794 $ 0.02 $ 3.17 9.08 $ 7,524 Vested and expected to vest as of December 31, 2020 1,489,794 $ 0.01 $ 3.17 9.08 7,524 Exercisable as of December 31, 2020 425,460 $ 0.01 $ 1.87 8.32 $ 1,583 The aggregate intrinsic value was calculated as the difference between the exercise price of the underlying awards and the closing stock price of $3.73 of the Company's ordinary share on December 31,2020. (a) Kaixin incentive plans The fair values of the options granted for the years ended December 31, 2019, and 2020 are as follows: Years ended December 31, 2019 2020 US$ US$ Weighted average grant date fair value of option per share 3.21 — Aggregate grant date fair value of options 7,794,799 — As of December 31, 2020, there was approximately $1,961of total unrecognized compensation cost related to unvested share options. The unrecognized compensation costs are expected to be recognized over a weighted average period of 1.24 years. 16. SHARE-BASED COMPENSATION (a) Kaixin incentive plans Nonvested restricted shares A summary of the nonvested restricted shares activity as of December 31, 2020 is as follows: Weighted average fair value Number of nonvested per ordinary share restricted shares at the grant dates Outstanding as of December 31, 2019 1,446,111 3.36 Forfeited (13,232) 3.94 Granted 200,000 4.73 Vested (474,889) — Unvested as of December 31, 2020 1,157,990 3.36 As of December 31, 2020, there was approximately $199 of total unrecognized compensation cost related to unvested restricted shares. The unrecognized compensation costs are expected to be recognized over a weighted average period of 0.65 years. The total fair value of shares vested during the year ended December 31, 2019 and 2020 was $3,231 and $1,870. 16. SHARE-BASED COMPENSATION (b) Renren incentive plan Renren Inc. Incentive Plan (the “Renren Plan”) Renren Inc. (“Renren”) adopted the 2006 Equity Incentive Plan (the “2006 Plan”), the 2008 Equity Incentive Plan (the “2008 Plan”), the 2009 Equity Incentive Plan (the “2009 Plan”), the 2011 Share Incentive Plan (the “2011 Plan”), the 2016 Share Incentive Plan (the “2016 Plan”), and the 2018 Share Incentive Plan (the “2018 Plan”) for purpose of granting of stock options and incentive stock options to employees and executives to reward them for service to the parent and to provide incentives for future service. The term of the options may not exceed ten years from the date of the grant, except for the situation of amendment, modification and termination. The awards under the above plans are subject to vesting schedules ranging from immediately upon grant to six years subsequent to grant date. Renren Inc. calculated the estimated fair value of the options on the respective grant dates using the binomial option pricing model with the assistance from independent valuation firms, with the assumptions used in 2016. 16. SHARE-BASED COMPENSATION (b) Renren incentive plan The following table summarizes information with respect to share options outstanding as of December 31, 2018: Options outstanding Options exercisable Weighted Weighted average Weighted Weighted average Weighted Weighted remaining average average remaining average average Number contractual exercise intrinsic Number of contractual exercise intrinsic Range of exercise prices outstanding life price value exercisable life price value $ 0.01 ~ $0.18 139,094,101 5.40 $ 0.06 $ 5,754 117,561,450 5.11 $ 0.06 $ 4,863 139,094,101 $ 5,754 117,561,450 $ 4,863 Weighted Weighted average average Number of exercise grant date Shares price fair value Balance, January 1, 2018 141,481,616 $ 0.48 $ 0.64 Granted — — — Exercised (2,268,420) $ 0.06 $ 0.66 Forfeited (119,095) $ 0.16 $ 0.15 Balance, December 31, 2018 139,094,101 $ 0.06 $ 0.64 Exercisable, December 31, 2018 117,561,450 $ 0.06 Expected to vest, December 31, 2018 21,532,651 $ 0.06 For employee stock options, Renren Inc. recorded share-based compensation from continuing operations of $18,640 for the years ended December 31, 2018, based on the fair value on the grant dates over the requisite service period of award using the straight-line method. As of December 31, 2018, there was $14,285 unrecognized share-based compensation expense relating to share options. This amount is expected to be recognized over a weighted-average vesting period of 3.04 years. As disclosed in Note 1(c), prior to January 1, 2019, there was an allocation of certain share-based expenses paid by Renren. Since January 1, 2019, the Company has established its own operational functions and separated its operating expenses from its parent, Renren, except for three senior management of Renren continued to take management role of Kaixin before the consummation of the SPAC Transaction. After the SPAC Transaction, there is no more expense allocation from Renren due to the Company has separated from its parent. The share-based compensation information related to Renren were only updated to the consummation date of the SPAC transaction, since there is no more expense allocation from Renren from that date. Furthermore, Renren Inc. did not grant any options in fiscal year 2020. 16. SHARE-BASED COMPENSATION (b) Renren incentive plan Nonvested restricted shares A summary of the nonvested restricted shares activity is as follows: Weighted Weighted average fair number of value nonvested per ordinary restricted share at the shares grant dates Outstanding as of December 31, 2017 10,802,683 $ 0.95 Granted 88,935,342 $ 0.14 Vested (8,404,575) $ 0.47 Forfeited (17,561,071) $ 0.18 Outstanding as of December 31, 2018 73,772,379 $ 0.21 Renren Inc. recorded compensation expenses based on the fair value of nonvested restricted shares on the grant dates over the requisite service period of award using the straight line vesting attribution method. The fair value of the nonvested restricted shares on the grant date was the closing market price of the ordinary shares as of the date. Renren Inc. recorded compensation expenses related to nonvested restricted shares in an amount of $3,917 during the year ended December 31, 2018. Total unrecognized compensation expense amounted to $15,345 related to nonvested restricted shares granted as of December 31, 2018. The expense is expected to be recognized over a weighted-average period of 5.22 years. Share-based compensation expense under the Renren Plan allocated to the Company The share-based compensation expense under Renren Plan allocated to the Company amounted to $2,390, $109 and $nil for the years ended December 31, 2018, 2019 and 2020, respectively. These expenses are part of selling and marketing expenses, research and development expenses, and general and administrative expenses allocated from Renren, which were waived and have been reflected as capital contributions as of the date such expenses were originally allocated. 16. SHARE-BASED COMPENSATION Total share-based compensation expense of share-based awards granted to employees and directors for the years ended December 31, 2018, 2019 and 2020 were as follows: Years ended December 31, 2018 2019 2020 Selling and marketing — 658 648 Research and development — 206 162 General and administrative 11,436 2,949 2,552 Total share-based compensation expense 11,436 3,813 3,362 |
RELATED PARTY BALANCES AND TRAN
RELATED PARTY BALANCES AND TRANSACTIONS | 12 Months Ended |
Dec. 31, 2020 | |
RELATED PARTY BALANCES AND TRANSACTIONS | |
RELATED PARTY BALANCES AND TRANSACTIONS | 17. RELATED PARTY BALANCES AND TRANSACTIONS The table below summarizes the major related parties and their relationships with the Company: Company Name Relationship with the Company Renren Inc. The controlling shareholder of the Company Shareholder Value Fund (SVF) A shareholder of the Company after the SPAC Transaction Ningbo Jiusheng Automobile Sales Co., Ltd. (“Jiusheng”) A entity untimately controlled by Mr. Lin Mingjun, who is appointed as Chief Executive Officer of the Company in November 2020 Amouns due to related parties consisted of the following: As of December 31, 2019 2020 Renren and its subsidiaries (1) $ — $ 2,255 Ningbo Jiusheng Automobile Sales Co., Ltd. — 705 SVF (2) 4,214 — Total $ 4,214 $ 2,960 Related party transactions: For the year ended December 31, 2019 2020 Funds from Renren Inc. and its subsidiaries (1) $ 113,400 $ 2,140 Funds from SVF (2) 1,600 — Operating advance from Ningbo Jiusheng Automobile Sales Co., Ltd. — 666 Promissory notes issued to SVF (2) 2,614 — Amounts due to SVF converted into ordinary shares of KAH (2) — 4,213 Repayment of funds to Renren Inc. (1) 115,501 — Loan waived by Renren Inc. (3) 76,007 — (1) The amount mainly represents advanced funds provided by Renren and its subsidiaries to finance the Company’s daily operations. 17. RELATED PARTY BALANCES AND TRANSACTIONS (2) On April 30, 2019, KAH, KAG, Renren and SVF executed an agreement (the “Waiver Agreement”) pursuant to which KAG and Renren waived certain rights under the Share Exchange Agreement in exchange for SVF’s commitment to (i) contribute $1.6 million to KAH within two weeks after the closing of the SPAC Transaction, (ii) set a limit on the liabilities to be paid by cash (up to $4.0 million) and noncash (up to $2.6 million) consideration by KAH and (iii) use its best efforts to restructure $2.6 million KAH due to SVF prior to the SPAC Transaction, which would have become past due upon the closing of the SPAC Transaction. On June 4, 2019, SVF paid $1,600 to the Company according to the Waiver Agreement. On June 10, 2020, the Company and SVF entered into a subscription agreement to issue 4,213,629 ordinary shares to SVF, and cancel all the prior existing notes or agreements related to the $4.2 million balance as of December 31, 2019. The Company has issued the shares to SVF in July 2020. (3) On April 30, 2019, Renren also waived all the outstanding loans and receivables in the amount of $76,007 due from KAG and KAG’s subsidiaries without recourse by Renren or any of Renren’s subsidiaries upon consummation of the SPAC Transaction. |
LOSS PER SHARE
LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2020 | |
LOSS PER SHARE | |
LOSS PER SHARE | 18. LOSS PER SHARE The following table sets forth the computation of basic and diluted net loss per ordinary share for the years ended: Years ended December 31, 2018 2019 2020 Net loss: Loss from continuing operations $ (88,938) $ (69,068) $ (5,320) Loss from discontinued operations, net of taxes (594) — — Net loss (89,532) (69,068) (5,320) Net loss attributable to the noncontrolling interest (317) (22,952) (17) Net loss attributable to Kaixin Auto Holdings' shareholders $ (89,215) $ (46,116) $ (5,303) Weighted average number of ordinary shares outstanding used in computing net loss per ordinary share - basic and diluted (2018 shares retroactively adjusted for the reverse recapitalization on April 30, 2019) 24,984,300 33,146,593 41,715,834 Net loss per share attributable to Kaixin Auto Holdings' shareholders - basic and diluted: Loss per share from continuing operations $ (3.56) $ (1.39) (0.13) Loss per share from discontinued operations $ (0.02) $ — — Net loss per share attributable to Kaixin Auto Holdings' shareholders - basic and diluted $ (3.58) $ (1.39) $ (0.13) 18. LOSS PER SHARE Securities that could potentially dilute basic net loss per share in the future that were not included in the computation of diluted net loss per share because to do so would have been antidilutive for the years ended December 31, 2018, 2019 and 2020 are as follows: Years ended December 31, 2018 2019 2020 Share options 5,510,970 2,154,514 205,294 Restricted shares — 1,446,111 1,157,990 Warrants — 11,957,008 16,790,341 Preferred shares — — 3,000 Unit options — 1,440,000 — Indemnity shares — 3,300,000 3,300,000 The 19.5 million Earnout Shares are considered contingently issuable shares and are also excluded from the computation of basic and diluted loss per share for the year ended December 31, 2019, because the related performance and market conditions were not achieved as of December 31, 2019 and they have been included in the computation of basic and diluted loss per share for the year ended December 31, 2020, because the related performance and market conditions have been waived in 2020. |
OPERATING LEASES
OPERATING LEASES | 12 Months Ended |
Dec. 31, 2020 | |
OPERATING LEASES | |
OPERATING LEASES | 19. OPERATING LEASES The Company leases its facilities and offices under non-cancelable operating lease agreements. These leases expire through 2022 and are renewable upon negotiation. The following table provides a summary of leases where we are the leasee are presented as follows within our consolidated financial statements: Assets/Liabilities December 31, 2019 December 31, 2020 Right-of-use assets $ 2,252 $ 74 Lease liabilities - current 1,785 39 Lease liabilities – non-current 810 26 Total lease liabilities $ 2,595 $ 65 19. OPERATING LEASES The operating lease cost and short-term lease cost for the years ended December 31, 2019 and 2020 were as follows: Year ended December 31, 2019 Year ended December 31, 2020 Operating lease expense excluding short-term rental expense 1,811 $ 182 Short-term lease cost 1,597 434 Total lease cost 3,408 $ 616 Lease term and discount rate information related to leases where we are lessee is as follows: December 31, 2019 December 31, 2020 Weighted-average remaining lease terms 1.9 years 1.7 years Weighted-average discount rate 10.92 % 10.30 % 19. OPERATING LEASES Supplemental cash flow information related to leases where we are lessee is as follows: December 31, 2019 December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities — — Operating cash outflows from operating leases $ 1,211 $ 27 Maturities of lease liabilities as of December 31, 2020 were as follows: Operating Leases 2021 $ 44 2022 27 Total undiscounted lease payment $ 71 Less: Imputed interest 6 Present value of lease liabilities $ 65 |
STATUTORY RESERVE AND RESTRICTE
STATUTORY RESERVE AND RESTRICTED NET ASSETS | 12 Months Ended |
Dec. 31, 2020 | |
STATUTORY RESERVE AND RESTRICTED NET ASSETS | |
STATUTORY RESERVE AND RESTRICTED NET ASSETS | 20. STATUTORY RESERVE AND RESTRICTED NET ASSETS In accordance with the Regulations on Enterprises with Foreign Investment of China and their articles of association, the Company’s subsidiaries and VIE entities located in the PRC, being foreign invested enterprises established in the PRC, are required to provide for certain statutory reserves. These statutory reserve funds include one or more of the following: (i) a general reserve, (ii) an enterprise expansion fund or discretionary reserve fund, and (iii) a staff bonus and welfare fund. Subject to certain cumulative limits, the general reserve fund requires a minimum annual appropriation of 10% of after-tax profit (as determined under accounting principles generally accepted in China at each year-end); the other fund appropriations are at the subsidiaries’ or the affiliated PRC entities’ discretion. These statutory reserve funds can only be used for specific purposes of enterprise expansion, staff bonus and welfare, and are not distributable as cash dividends except in the event of liquidation of the Company’s subsidiaries, the Company’s affiliated PRC entities and their respective subsidiaries. The Company’s subsidiaries and VIE entities are required to allocate at least 10% of their after-tax profits to the general reserve until such reserve has reached 50% of their respective registered capital. As of December 31, 2020, none of the Company’s PRC subsidiaries and VIE entities had a general reserve that reached the 50% of their registered capital threshold, therefore they will continue to allocate at least 10% of their after-tax profits to the general reserve fund. Appropriations to the enterprise expansion reserve and the staff welfare and bonus reserve are to be made at the discretion of the board of directors of each of the Company’s subsidiaries. The appropriation to these reserves by the Company’s PRC subsidiaries was $nil for the years ended December 31, 2018, 2019 and 2020, respectively. As a result of these PRC laws and regulations and the requirement that distributions by PRC entities can only be paid out of distributable profits computed in accordance with PRC GAAP, the PRC entities are restricted from transferring a portion of their net assets to the Company. Amounts restricted include paid-in capital and the statutory reserves of the Company’s PRC subsidiaries and VIE entities. The aggregate amounts of paid-in capital and statutory reserves restricted which represented the restricted net assets of the relevant subsidiaries and VIE entities in the Company not available for distribution were $95,228 and $107,268 as of December 31, 2019 and 2020, respectively. |
SUBSEQUENT EVENT1
SUBSEQUENT EVENT1 | 12 Months Ended |
Dec. 31, 2020 | |
SUBSEQUENT EVENT | |
SUBSEQUENT EVENT | 21. SUBSEQUENT EVENT On December 31, 2020, Kaixin Auto Holdings (Kaixin) announced that it entered into share purchase agreement (the “SPA”) with the shareholders of Haitaoche Limited (“Haitaoche”). Pursuant to the SPA, Kaixin will acquire 100% of the share capital of Haitaoche from the shareholders (the “Acquisition”). As consideration for the Acquisition, Kaixin will issue 74,035,502 ordinary shares of Kaixin to the shareholders of Haitaoche. Upon the completion of the Acquisition, the Haitaoche shareholders will collectively hold 51% of Kaixin's issued and outstanding shares. On April 15, 2021, NASDAQ approved the acquisition of 100% of the share capital of Haitaoche pursuant to the SPA. On March 31, 2021, the Company announced that it has entered into a definitive securities purchase agreement (the“Purchase Agreement”) with Renren Inc., a 72% shareholder of the Company (the “Purchaser”) and completed the closing on the same date. Pursuant to the Purchase Agreement, the Purchaser invested $6,000 in newly designated convertible preferred shares of the Company. The preferred shares are convertible into the Company's ordinary shares at a conversion price of $3.00, subject to customary adjustments pursuant to the Purchase Agreement. On May 7, 2021, the Company announced that each authorised issued and unissued Ordinary share of a par value of $0.0001 each be subdivided into 2 shares of a par value of $0.00005 each, such that immediately following the Share Subdivision, the authorised share capital of the Company will be $50 divided into 1,000,000,000 Ordinary shares of a par value of US$0.00005 each. The Company has performed an evaluation of subsequent events through the date of the consolidated financial statements were issued, and determined that no events that would have required adjustment or disclosure in the consolidated financial statements other than those discussed in above. |
Additional Information-Financia
Additional Information-Financial Statement Schedule I Condensed Financial Information of Parent Company | 12 Months Ended |
Dec. 31, 2020 | |
Additional Information-Financial Statement Schedule I Condensed Financial Information of Parent Company | |
Additional Information-Financial Statement Schedule I Condensed Financial Information of Parent Company | BALANCE SHEETS (U.S. dollars in thousands) As of December 31, 2019 2020 ASSETS Current assets: Cash $ 40 $ 3,005 Total current assets 40 3,005 Investment in subsidiaries 899 — TOTAL ASSETS $ 939 $ 3,005 LIABILITIES AND EQUITY Current liabilities: Accrued expenses 1,211 711 Amounts due to subsidiaries 1,684 — Amounts due to related parties 2,614 — Warrant liabilites — 1,690 Total current liabilities 5,509 2,401 Non-current liabilities: Deficit of investment in subsidiaries — 659 Total non-current liabilities — — TOTAL LIABILITIES $ 5,509 $ 3,060 Deficit: Ordinary shares $ 5 $ 6 Additional paid-in capital 186,450 196,335 Accumulated deficit (188,185) (193,488) Accumulated other comprehensive income (loss) (2,840) (2,908) Total deficit (4,570) (55) TOTAL LIABILITIES AND DEFICIT $ 939 $ 3,005 STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (U.S. dollars in thousands) Years ended December 31, 2018 2019 2020 Selling and marketing $ (1,504) $ — $ — Research and development (107) — — General and administrative (11,505) (371) (3,745) Total operating expenses (13,116) (371) (3,745) Equity in loss of subsidiaries and variable interest entities (76,099) (45,745) (899) Net loss $ (89,215) $ (46,116) $ (4,644) Other comprehensive income (loss), net of tax: Foreign currency translation 404 (4,222) (68) Other comprehensive income (loss) $ 404 $ (4,222) $ (68) Comprehensive loss $ (88,811) $ (50,338) $ (4,712) STATEMENTS OF CASH FLOWS (U.S. dollars in thousands, except share data and per share data, or otherwise noted) Years ended December 31, 2018 2019 2020 Cash flows from operating activities: Net loss $ (89,215) $ (46,116) $ (5,302) Equity in loss of subsidiaries and variable interest entities 76,099 45,745 899 Share-based compensation 11,436 — 3,362 Changes in operating assets and liabilities: Amounts due from/to related parties 173 (20,980) — Accrued expenses and other payables 581 (292) 2,347 Prepaid expenses and other current assets — 123 — Net cash used in operating activities (926) (21,520) 1,306 Cash flows from investing activities: Repayment of investment in subsidiaries — 1,586 (2,340) Net cash provided by investing activities — 1,586 (2,340) Cash flows from financing activities: Proceeds from borrowings 500 — — Repayment of borrowings (500) — — Proceeds of advances from related parties 950 — — Repayment of advances from related parties — (1,050) — Proceeds from convertible loans — 21,000 — Proceeds from preferred shares — — 3,000 Proceeds from investors — — 1,000 Net cash provided by financing activities 950 19,950 4,000 Net increase in cash 24 16 2,965 Cash at beginning of year — 24 40 Effect of exchange rate changes — — — Cash at end of year $ 24 $ 40 $ 3,005 1. BASIS FOR PREPARATION The condensed financial information of the Parent Company has been prepared using the same accounting policies as set out in the Company’s consolidated financial statements except that the Parent Company used the equity method to account for investments in its subsidiaries and VIE. On April 30, 2019, KAH consummated the SPAC Transaction pursuant to the Share Exchange Agreement, where KAH acquired 100% of the issued and outstanding ordinary shares of KAG. The transaction is accounted for as a reverse recapitalization, which is equivalent to the issuance of shares by KAG for the net monetary assets of KAH, accompanied by a recapitalization. KAG is determined as the predecessor and the historical financial statements of KAG became KAH’s historical financial statements, with retrospective adjustments to give effect of the reverse recapitalization. As such, the historical consolidated comparative information as of and for the year ended December 31, 2018 in this Schedule I relates to KAG. The par value of ordinary shares was adjusted retrospectively from $16 to $2, the subscription receivable was adjusted retrospectively from negative $16 to $nil, and the difference of $2 was adjusted retrospectively as in addition paid-in capital as of December 31, 2018. Subsequent to April 30, 2019, the information relates to the KAH, with KAH as the accounting acquire in the reverse recapitalization. 2. INVESTMENTS IN SUBSIDIARIES, VIEs AND VIEs’ SUBSIDIARIES The Parent Company and its subsidiaries, VIEs and VIEs’ subsidiaries were included in the consolidated financial statements where inter-company balances and transactions were eliminated upon consolidation. For the purpose of the Parent Company’s stand-alone financial statements, its investments in subsidiaries, VIEs and VIEs’ subsidiaries were reported using the equity method of accounting. The Parent Company’s share of loss from its subsidiaries, VIEs and VIEs’ subsidiaries were reported as share of loss of subsidiaries, VIEs and VIEs’ subsidiaries in the accompanying Parent Company financial statements. Ordinarily, under the equity method, an investor in an equity method investee would cease to recognize its share of the losses of an investee once the carrying value of the investment has been reduced to nil absent an undertaking by the investor to provide continuing support and fund losses. For the purpose of this Schedule I, the Parent Company has continued to reflect its share, based on its proportionate interest, of the losses of subsidiaries, VIEs and VIEs’ subsidiaries regardless of the carrying value of the investment even though the Parent Company is not obligated to provide continuing support or fund losses. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of presentation | (a) Basis of presentation The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). |
Liquidity | (b) Liquidity The Company has experienced recurring losses from operations. For the year ended December 31, 2018, 2019 and 2020, the Company generated negative cash flows from operating activities of $9,749, $4,745, and $3,878. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (b) Liquidity The Company had working capital of $5,850 as of December 31, 2020, and Renren Inc., the shareholder of the Company, purchased $6,000 convertible preferred shares of the Company on March 31, 2021. Furthermore, KX Venturas 4 LLC invested $3,000 in newly designated convertible preferred shares of the Company on December 29, 2020, another investment of $3,000 is expected to close in June 2021(see note 13). The Company has also acquired the financial support letter from Renren Inc., who have expressed the willingness and intention to provide the necessary financial support to the Company, so as to enable the Company to carry on its business without a significant curtailment of operations for the next 12 months from the issuance date of these financial statements. |
Principles of consolidation | (c) Principles of consolidation The consolidated financial statements of the Company include the financial statements of KAH, its subsidiaries, its VIEs and VIEs’ subsidiaries. All inter-company transactions and balances are eliminated upon consolidation. |
Business combinations | (d) Business combinations Business combinations are recorded using the acquisition method of accounting. The Company uses a screen to evaluate whether a transaction should be accounted for as an acquisition and/or disposal of a business versus assets. In order for a purchase to be considered an acquisition of a business, and receive business combination accounting treatment, the set of transferred assets and activities must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. If substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, then the set of transferred assets and activities is not a business. The purchase price of business acquisition is allocated to the tangible assets, liabilities, identifiable intangible assets acquired and noncontrolling interest, if any, based on their estimated fair values as of the acquisition date. The excess of the purchase price over those fair values is recorded as goodwill. Acquisition-related expenses and restructuring costs are expensed as incurred. Where the consideration in an acquisition includes contingent consideration and the payment of which depends on the achievement of certain specified conditions post-acquisition, the contingent consideration is recognized and measured at its fair value at the acquisition date and if recorded as a liability, it is subsequently carried at fair value with changes in fair value reflected in earnings. |
Use of estimates | (e) 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 the reported amounts of revenues and expenses in the financial statements and accompanying notes. Significant accounting estimates reflected in the Company’s consolidated financial statements include, but are not limited to, the net realizable value of inventory, warrant liabilities, the valuation of prepaid expenses and other current assets, deferred tax valuation allowance, income taxes, value-added taxes, impairment of goodwill, allocation of expenses, share-based compensation expense, the beneficial conversion feature of preferred shares, the purchase price allocation associated with business combinations and the fair value of contingent consideration related to business acquisitions. |
Cash and restricted cash | (f) Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. |
Fair value | (g) Fair value Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. Authoritative literature provides a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows: ● Level 1 — inputs are based upon unadjusted quoted prices for identical assets or liabilities traded in active markets. ● Level 2 — inputs are based upon quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 — inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. |
Inventory | (h) Inventory Inventory consists of the purchased used and new automobiles. Inventory is stated at the lower of cost or net realizable value. Inventory cost is determined by specific identification. Net realizable value is the estimated selling price less costs to complete, dispose and transport the vehicles. Selling prices are derived from historical data and trends, such as sales price and inventory turn times of similar vehicles, as well as independent, market resources. Each reporting period the Company recognizes any necessary adjustments to reduce the cost of vehicle inventory to its net realizable value through cost of sales in the accompanying consolidated statements of operations. Vehicle are considered slow moving if they have not been sold within a 90 days period since procurement. In estimating the level of inventory write-downs for slow moving vehicles, the Company considers historical data and forecasted customer demand, such as sales price and inventory turnover of similar vehicles with similar mileage and condition, as well as independent, market information. This valuation process requires management to make judgments, based on currently available information, and assumptions about future demand and market conditions, which are inherently uncertain. To the extent that there are significant changes to estimated vehicle selling prices or decreases in demand for used vehicles, there could be significant adjustments to reflect inventory at net realizable value. In addition, the Company writes down inventories to zero if they are lost or detained by noncontrolling shareholders. |
Property and equipment, net | (i) Property and equipment, net Property and equipment, net is carried at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the following estimated useful lives: Computer equipment and application software 2 – 3 years Furniture and vehicles 5 years |
Goodwill | (j) Goodwill Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (j) Goodwill In January 2017, the FASB issued ASU 2017-04, simplifying the Test for Goodwill Impairment, which simplifies the accounting for goodwill impairment by eliminating Step two from the goodwill impairment test. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, versus determining an implied fair value in Step two to measure the impairment loss. On January 1, 2019, the Company elected to early adopt ASU 2017-04, and prospectively applied the guidance to the annual impairment test. The Company assesses goodwill for impairment on annual basis in accordance with ASC 350-20, Intangibles – Goodwill and Other: Goodwill, which permits the Company to first assess qualitative factors to determine whether it is “more likely than not” that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative impairment test. If this is the case, the quantitative goodwill impairment test is required. If it is more likely-than-not that the fair value of a reporting unit is greater than its carrying amount, the quantitative goodwill impairment test is not required. Quantitative goodwill impairment test is used to identify both the existence of impairment and the amount of impairment loss, compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit is greater than its carrying amount, goodwill is not considered impaired. If the fair value of the reporting unit is less than its carrying amount, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. For the year ended December 31, 2019, in performing a qualitative goodwill impairment analysis, the Company concluded that it was more likely than not that the fair value of a reporting unit is less than its carrying amount and performed the quantitative test. The Company recorded a fullimpairment of the goodwill amounting to USD74,091 for the year ended December 31, 2019. There is no goodwill balance as of December 31, 2020. |
Revenue recognition | (k) Revenue recognition The Company recognizes revenue when control of the good or service has been transferred to the customer generally upon delivery to a customer. The contracts have a fixed contract price and revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services. The Company’s revenues are presented net of value-added tax collected on behalf of governments. The Company records sales commissions as selling and marketing expenses when incurred because the amortization period would have been less than one year. These costs are recorded within selling expenses. The Company does not have any significant financing payment terms as payment is received at or shortly after the point of sale. The Company adopted the Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”) on January 1, 2018 using the modified retrospective method. ASC 606 prescribes a five-step model to recognize revenue. Based on the manner in which the Company historically recognized revenue, the adoption of ASC 606 did not have a material impact on the amount or timing of its revenue recognition and the Company recorded no cumulative effect adjustment upon adoption. Additionally, the Company concluded that revenue generated from used car financing services is excluded from the scope of the new revenue standard as it represents revenue within the scope of ASC 310, Receivables, which is explicitly excluded from the scope of ASC 606. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (k) Revenue recognition Disaggregation of Revenue Automobile sales related to used car and new car sales. Financing income related to revenue generated from its used car financing services. Other revenue mainly included revenue generated from agency fees in connection with arrangements with third-party dealers, whereas the Company facilitates sales of their cars, and commissions received by the Company from insurance companies and other financial institutions. Years ended December 31, 2018 2019 2020 Automobile sales $ 420,005 $ 332,634 $ 32,996 Used car financing income 2,317 — — Others 9,082 2,063 164 Total $ 431,404 $ 334,697 $ 33,160 Automobile sales The Company purchases automobiles from unrelated individuals, third party dealerships or manufacturers and suppliers and sells them directly to its customers through its local dealerships. The prices of used vehicles are set forth in the customer contracts, which are agreed prior to delivery. The Company satisfies its performance obligation for used vehicle sales upon delivery whereby customers pick up the vehicles from the dealerships. The Company recognizes revenue at the agreed-upon purchase price stated in the contract. When cash is received from customers prior to delivery of the vehicle, the Company records such cash as advance from customers (a contract liability) in its consolidated balance sheet. Used car financing The Company generates revenue from its financing services business primarily through financing provided to third party used car dealers. Specifically, the Company provides short-term financing services to third party used car dealers to fund the car dealers’ cash needs for used car purchasing. The financing period is no more than six months and is secured by a pledge of the dealers’ used car with total value exceeding the principal of the financing. The Company charges a one-time upfront service fee as well as financing income on a monthly basis. The Company records financing income and service fees related to those services over the life of the underlying financing using the effective interest method on the unpaid principal amounts. The service fees collected upfront, netting the direct origination costs of the financing, are deferred and recognized as financing income as an adjustment to the yield on a straight line basis over the life of the used car financing. The Company has ceased granting new loans for the used car financing since January 2018. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (k) Revenue recognition Other revenue The Company’s other revenues mainly include revenue generated from agency fees in connection with arrangement with third party dealers, whereas the company facilitates sales of their cars. The Company does not control the ownership of the automobiles, but rather is acting as an agent for the third party dealers. Revenue is recognized for the net amount of commission the Company is entitled to retain in exchange for the agency service. Other revenues also include commissions received by the Company from insurance companies and other financial institutions for its facilitation services provided to assist customers in obtaining related insurance and financing for their automobile purchases. |
Value added taxes | Value added taxes Value-added tax (“VAT”) is reported as a deduction to revenue when incurred. Entities that are VAT general taxpayers are allowed to offset qualified input VAT paid to suppliers against their output VAT liabilities. Net VAT balance between input VAT and output VAT is recorded in accrued expense and other current liabilities on the consolidated balance sheet. In 2018, the Company entered into a series of ancillary agreements to facilitate its sale of used cars for value-added tax optimization purposes. Under these ancillary agreements, when the Company sources a used car, the legal ownership of the car is transferred to Shanghai Jieying and Shanghai Financial’s executives, and the registration is normally under the name of one of the dealership’s employees. The Company viewed itself as a service provider in the used car transactions, and therefore is only subject to value-added tax on the difference between the original purchase price and the retail price of the used cars. |
Income taxes | (l) Income taxes Current income taxes are provided for in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax basis of assets and liabilities and their reported amounts in the financial statements. Net operating loss carryforwards and credits are applied using enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that a portion of or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are presented as non-current in the consolidated balance sheets. The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Interest and penalties on income taxes will be classified as a component of the provisions for income taxes. The Company did not recognize any income tax due to uncertain tax position or incur any interest and penalties related to potential underpaid income tax expenses for the years ended December 31, 2018, 2019 and 2020, respectively. The Company does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months. |
Research and development expenses | (m) Research and development expenses Research and development expenses are primarily incurred for the development of new services, features and products for the Company’s financing business, used automotive business as well as the further improvement of the Company’s technology infrastructure to support these businesses. The Company has expensed all research and development costs when incurred. |
Financial instruments | (n) Financial instruments Financial instruments include cash, restricted cash, accounts receivable, amounts due to related parties, accounts payable, short-term debt and lease liabilities. Refer to Note 15 for further details. |
Foreign currency translation adjustments | (o) Foreign currency translation adjustments The functional and reporting currency of the Company and its subsidiaries in Hong Kong is the United States dollar (“US dollar”). The functional currency for the Company’s subsidiaries and VIEs located in the PRC is the Renminbi (“RMB”). Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into the functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations. The Company’s entities with the functional currency of RMB, translate their operating results and financial positions into the US dollar, the Company’s reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Equity amounts are translated at historical exchange rates. Revenues, expenses, gains and losses are translated using the average rates for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as accumulated other comprehensive income (loss), which is a component of total equity (deficit). |
Comprehensive loss | (p) Comprehensive loss Comprehensive loss includes net loss and foreign currency translation adjustments and is reported in the consolidated statements of comprehensive loss. |
Share-based Compensation | (q) Share-based Compensation Share-based compensation expense arises from the Company’s share-based awards granted to its employees. The Company also recorded allocated share-based compensation expenses of Renren’s share-based awards granted to certain members of Renren’s management who, to some extent, provide services to the Company. In determining the fair value of share options granted, a binomial option pricing model is applied. In determining the fair value of restricted shares granted, the fair value of the underlying shares on the grant date is applied. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (q) Share-based Compensation Share-based compensation expense for share options and restricted shares granted is recognized on a straight-line method over the requisite service period. The Company elected to not estimate the forfeiture rate, but to account for the forfeiture when forfeitures occur. A change in any of the terms or conditions of share awards is accounted for as a modification. The Company calculates the incremental compensation cost of modification as the excess of the fair value of the modified awards over the fair value of the original awards immediately before its terms are modified, measured based on the share price and other pertinent factors at the modification date. The Company recognizes, over the remaining requisite service period of the modified awards, the sum of the incremental compensation cost and the remaining unrecognized compensation cost, if any, for the original award on the modification date. |
Leases | (r) Leases The Company leases premises for offices under non-cancellable operating leases. Prior to January 1, 2019, payments made under the operating lease were charged to the consolidated statements of operations on a straight-line basis over the term of underlying lease. Leases with escalated rent provisions are recognized on a straight-line basis commencing with the beginning of the lease term. There are no capital improvement funding, lease concessions or contingent rent in the lease agreements. The Company has no legal or contractual asset retirement obligations at the end of the lease term. The Company early adopted Accounting Standards Codification Topic 842, Leases (“ASC 842”) as of January 1, 2019, using a modified retrospective method for leases that exist at, or are entered into after, January 1, 2019, and has not recast the comparative periods presented in the consolidated financial statements. The adoption of ASC 842 requires the recognition of right-of-use assets and lease liabilities on the balance sheet for both operating and finance leases. The Company elected the package of practical expedients that not to reassess: (1) whether any expired or existing contracts are or contain leases, (2) lease classification for any expired or existing leases, and (3) initial direct costs for any expired or existing leases. The Company also elected the hindsight practical expedient to determine the reasonably certain lease term for existing leases. Upon the adoption of ASC842, the Company recognized the right-of-use assets and lease liabilities of approximately US$5,141 and US$3,735, respectively, as of January 1, 2019. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (r) Leases The Company used its estimated incremental borrowing rate based on information available at the date of adoption in calculating the present value of its existing lease payments. The following table summarizes the effect on the consolidated balance sheet as a result of adopting ASC 842. As of December 31, Effect of As of January 1, 2018 Adoption 2019 Right-of-use assets $ — $ 5,141 $ 5,141 Lease liabilities - current — (1,760) (1,760) Lease liabilities - non-current — (1,975) (1,975) Prepaid expenses and other current assets 38,714 (1,422) 37,292 Accrued expenses and other current liabilities (10,644) 16 (10,628) Upon adoption of ASC 842, the lease liabilities are recognized upon lease commencement for operating leases based on the present value of lease payments over the lease term. The right-of-use assets are initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. As the rate implicit in the lease cannot be readily determined, the Company’s incremental borrowing rate at the lease commencement date is used in determining the imputed interest and present value of lease payments. The incremental borrowing rate was determined using a portfolio approach based on the rate of interest that the Company would have to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The Company recognizes the single lease cost on a straight-line basis over the remaining lease term for operating leases. The Company has elected not to recognize right-of-use assets or lease liabilities for leases with an initial term of 12 months or less; expenses for these leases are recognized on a straight-line basis over the lease term. |
Contingencies | (s) Contingencies In the normal course of business, the Company is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters, including, among others, government investigations, shareholder lawsuits, and non-income tax matters. An accrual for a loss contingency is recognized when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. If a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed. |
Loss per share | (t) Loss per share The Company computes loss per ordinary shares in accordance with ASC 260, Earnings Per Share (“ASC 260”). Under the provisions of ASC 260, basic loss per share is computed using the weighted average number of ordinary shares outstanding during the period except that it does not include unvested ordinary shares subject to repurchase or cancellation. Diluted net income per share is computed using the weighted average number of ordinary shares and, if dilutive, potential ordinary shares outstanding during the period. Potentially dilutive securities have been excluded from the computation of diluted net income per share if their inclusion is anti-dilutive. Potential ordinary shares consist of the incremental ordinary shares issuable upon the exercise of stock options, warrants, and unvested restricted shares. The dilutive effect of outstanding stock options, warrants, and restricted shares is reflected in diluted earnings per share by application of the treasury stock method and the if-converted method, respectively. Contingently issuable shares were not included in the computation of diluted shares outstanding if they were not issuable should the end of the reporting period have been the end of the contingency period. The Company uses loss from continuing operations as the control number in determining whether potential ordinary shares are dilutive or antidilutive. That is, the same number of potential ordinary shares used in computing the diluted per-share amount for income from continuing operations shall be used in computing all other reported diluted per-share amounts even if those amounts will be antidilutive to their respective basic per-share amounts. |
Segment Reporting | (u) An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, and is identified on the basis of the internal financial reports that are provided to and regularly reviewed by the Company's chief operating decision maker (“CODM”). The Company’s CODM has been identified as the chief executive officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company. For the years ended December 31, 2018, 2019 and 2020, the Company’s CODM reviewed the financial information of the used car sales business and used car financing business carried out by the Company on a consolidated basis. Therefore, the Company has one operating and reportable segment. The Company operates solely in the PRC and all of the Company's long- lived assets are located in the PRC. |
Recent accounting pronouncements not yet adopted | (v) Recent accounting pronouncements not yet adopted In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity (“ASU 2020-06”), which focuses on amending the legacy guidance on convertible instruments and the derivatives scope exception for contracts in an entity's own equity. ASU 2020-06 simplifies an issuer's accounting for convertible instruments by reducing the number of accounting models that require separate accounting for embedded conversion features. ASU 2020-06 also simplifies the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification. Further, ASU2020-06 enhances information transparency by making targeted improvements to the disclosures for convertible instruments and earnings-per-share (EPS) guidance, i.e., aligning the diluted EPS calculation for convertible instruments by requiring that an entity use the if-converted method and that the effect of potential share settlement be included in the diluted EPS calculation when an instrument may be settled in cash or shares, adding information about events or conditions that occur during the reporting period that cause conversion contingencies to be met or conversion terms to be significantly changed. This update will be effective for the Company's fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Entities can elect to adopt the new guidance through either a modified retrospective method of transition or a fully retrospective method of transition. The Company is currently in the process of evaluating the impact of adopting ASU 2020-06 on its consolidated financial statements and related disclosure. Recently issued ASUs by the FASB, except for the ones mentioned above, have no material impact on the Company's consolidated results of operations or financial position. |
ORGANIZATION AND PRINCIPAL AC_2
ORGANIZATION AND PRINCIPAL ACTIVITIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | |
Schedule of loss per share before and after the retrospective adjustments | Year ended December 31 2018 Before After adjustment adjustment Net loss per share attributable to KAH's shareholders – basic and diluted: Loss per share from continuing operations (0.56) (3.56) Loss per share from discontinued operations (0.00) (0.02) Net loss per share attributable to Kaixin Auto Holdings’ shareholders – basic and diluted (0.56) (3.58) |
Schedule of Assets and liabilities of KAH upon the consummation of the SPAC Transaction | Cash $ 6 Prepaid expenses and other current assets 123 Amounts due to Renren Inc. (1,050) Amounts due to SVF (2,614) Other liabilities (1,512) Net liabilities assumed by KAG as of April 30, 2019 $ (5,047) |
Summary of subsidiaries, VIEs and VIEs' major subsidiaries | As of December 31, 2020, Kaixin Auto Holdings’ major subsidiaries, VIEs and VIEs’ major subsidiaries are as follows: Percentage of Later of date legal ownership of incorporation Place of by Kaixin Auto Name of Subsidiaries or acquisition incorporation Holdings Principal activities Major subsidiaries: Kaixin Auto Group January 25, 2018 Cayman Islands 100% Investment holding Renren Finance, Inc. December 15, 2014 Cayman Islands 100% Internet business Jet Sound Hong Kong Company Limited May 7, 2011 Hong Kong 100% Investment holding Shanghai Renren Financial Leasing Co., Ltd. (“Shanghai Financial”) May 25, 2015 PRC 100% Financing business Shanghai Renren Automotive Technology Group Co., Ltd. (“Shanghai Auto”) August 18, 2017 PRC 100% Investment holding Shanghai Lingding Automobile Technology Co., Ltd. March 3, 2018 PRC 100% Used car trading business Variable Interest Entities: Shanghai Qianxiang Changda Internet Information Technology Development Co., Ltd. (“Shanghai Changda”) October 25, 2010 PRC N/A Internet business Shanghai Jieying Automobile Sales Co., Ltd. (“Shanghai Jieying”) February 27, 2017 PRC N/A Used car trading business Major subsidiaries of Variable Interest Entities: Beijing Kirin Wings Technology Development Co., Ltd. January 16, 2013 PRC N/A Financing business Shanghai Wangjing Investment Management Co., Ltd April 20, 2015 PRC N/A Financing business Jieying Baolufeng Automobile Sales (Shenyang) Co., Ltd. June 14, 2017 PRC N/A Used car trading business Chongqing Jieying Shangyue Automobile Sales Co., Ltd. July 3, 2017 PRC N/A Used car trading business Dalian Yiche Jieying Automobile Sales Co., Ltd. June 27, 2017 PRC N/A Used car trading business Neimenggu Jieying Kaihang Automobile Sales Co., Ltd. July 14, 2017 PRC N/A Used car trading business Hangzhou Jieying Yifeng Automobile Sales Co., Ltd. August 1, 2017 PRC N/A Used car trading business Jilin Jieying Taocheguan Automobile Sales Co., Ltd. October 31, 2017 PRC N/A Used car trading business Cangzhou Jieying Bole Automobile Sales Co., Ltd. August 10, 2017 PRC N/A Used car trading business Wuhan Jieying Chimei Automobile Sales Co., Ltd. November 20, 2017 PRC N/A Used car trading business Shanxi Jieying Weilan Automobile Sales and Service Co., Ltd. March 13, 2018 PRC N/A Used car trading business |
Summary of financial statement balances and amounts of the Company's VIEs were included in the accompanying consolidated financial statements | As of December 31, 2019 2020 Cash $ 1,080 $ 108 Accounts receivable 203 — Prepaid expenses and other current assets 27,083 43,536 Inventory 20,598 — Total current assets 48,964 43,644 Property and equipment, net 146 41 Right-of-use assets 1,691 73 Total non-current assets 1,837 114 Total assets $ 50,801 $ 43,758 Accounts payable $ 4,035 $ 306 Short-term debt (including short-term debt of the consolidated VIEs with recourse to Kaixin Auto Holdings of $7,900 and $nil as of December 31, 2019 and 2020, respectively) 14,630 13,116 Accrued expenses and other current liabilities 13,770 12,394 Amounts due to related parties — 2,725 Advance from customers 1,622 — Income tax payable 4,469 3,391 Deferred revenue — 1,862 Lease liabilities - current 1,224 39 Total current liabilities 39,750 33,833 Lease liabilities - non-current 810 26 Total non-current liabilities 810 26 Total liabilities $ 40,560 $ 33,859 Years ended December 31, 2018 2019 2020 Revenues $ 428,492 $ 332,629 $ 32,823 Net loss $ (38,561) $ (2,151) $ (653) Loss from discontinued operations $ (594) $ — $ — 1. ORGANIZATION AND PRINCIPAL ACTIVITIES (d) The VIE arrangements Years ended December 31, 2018 2019 2020 Net cash used in operating activities $ (8,433) $ (3,948) $ (395) Net cash used in investing activities $ (9,980) $ (68) $ — Net cash provided by (used in) financing activities $ 22,193 $ (1,205) $ (634) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Summary of estimated useful lives of property and equipment | Computer equipment and application software 2 – 3 years Furniture and vehicles 5 years |
Summary of disaggregation of revenue | Years ended December 31, 2018 2019 2020 Automobile sales $ 420,005 $ 332,634 $ 32,996 Used car financing income 2,317 — — Others 9,082 2,063 164 Total $ 431,404 $ 334,697 $ 33,160 |
Summary of effect on consolidated balance sheet as a result of adopting ASC 842 | As of December 31, Effect of As of January 1, 2018 Adoption 2019 Right-of-use assets $ — $ 5,141 $ 5,141 Lease liabilities - current — (1,760) (1,760) Lease liabilities - non-current — (1,975) (1,975) Prepaid expenses and other current assets 38,714 (1,422) 37,292 Accrued expenses and other current liabilities (10,644) 16 (10,628) |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Ji'nan Dealership | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Summarizes the carrying amounts of the major classes of assets and liabilities, operating results and condensed cash flow related to the discontinued operations recorded | All of the the Ji’nan Dealership assets and liabilities had been disposed of as of December 31, 2018 and there were no transactions that were recorded in the statements of operations for the years ended December 31, 2019 and 2020. The operating results from discontinued operations included in the Company’s consolidated statement of operations were as follows for the year ended December 31, 2018. Year ended December 31, 2018 Major classes of line items constituting pretax profit of discontinued operations: Revenues $ 47,672 Cost of revenues 50,531 Selling, research and development, and general and administrative expenses 16,777 Fair value change of contingent consideration 19,042 Loss from the operations of the discontinued operations, before income tax (594) Loss from the operations of the discontinued operations, net of tax $ (594) The condensed cash flow related to the discontinued operations were as follows for the year ended December 31, 2018: Year ended December 31, 2018 Net cash provided by operating activities $ 516 Net cash used in investing activities $ (1) Net cash provided by financing activities $ — |
BUSINESS ACQUISITION (Tables)
BUSINESS ACQUISITION (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Shanxi | |
Business Acquisition [Line Items] | |
Summary of results of operations attributable to the acquisitions included in the Company's consolidated statement of operations since the acquisition date | Year ended December 31, 2018 Revenues $ 20,135 Net gain $ 752 |
Acquisitions of after-sales service centers | |
Business Acquisition [Line Items] | |
Summary of results of operations attributable to the acquisitions included in the Company's consolidated statement of operations since the acquisition date | Year ended December 31, 2018 Chongqing/ Suzhou/ Jinan Zhoushuo Revenues $ 341 Net loss $ 582 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | |
Schedule of prepaid expenses and other current assets | As of December 31, Note 2019 2020 Advances for purchasing cars (i) $ 25,017 $ 41,700 Others 2,569 1,924 Total $ 27,586 $ 43,624 (i) The balance represents cash advances paid to noncontrolling shareholders for purchasing cars. |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
PROPERTY AND EQUIPMENT, NET | |
Schedule of property and equipment, net | As of December 31, 2019 2020 Computer equipment and application software $ 293 $ 336 Furniture and vehicles 309 223 Leasehold improvements 321 321 Total 923 880 Less: Provision for impairment (503) (503) Less: Accumulated depreciation (267) (332) Property and equipment, net $ 153 $ 45 |
SHORT-TERM DEBT (Tables)
SHORT-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
SHORT-TERM DEBT | |
Schedule of short-term debt | As of December 31, Note 2019 2020 Bank of Beijing (i) $ 718 $ 307 East West Bank (ii) 9,182 8,130 Others (iii) 6,730 6,820 Total $ 16,630 $ 15,257 (i) In April 2019, the Company entered into a loan agreement with Bank of Beijing for $718 in aggregate. The loan bears annual interest rates of 5.665% . The Company has repaid $411 before the end of 2020 and the remaining balance of the loan was fully paid on April 25, 2021. (ii) The annum interest rate of borrowings from East West Bank was range from 2.800% to 6.000% . As of December 31, 2020, the Company has two outstanding loans of amount $6,130 and $2,000 , which maturity date is June 30, 2021 and August 31, 2021, respectively. The loan with amount of $6,130 was guaranteed by a wholly-owned subsidiary of Renren Inc, Qianxiang Shiji Technology Development (Beijing) Co., Ltd. The loan with amount of $2,000 was under an irrevocable standby letter of credit issued by East West Bank to Renren in April 2019 with Renren’s restricted cash pledged as security. (iii) These loans were borrowed from individuals or other financing institution other than banks, the annum interest rate was range from 10.800% to 14.000% . As of December 31, 2020, the Company has defaulted and delayed the repayment of three loans with amount of $383 , $3,065 , $3,372 , which has been fully repaid in January 2021. |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | |
Schedule of accrued expenses and other current liabilities | As of December 31, 2019 2020 Other taxes payable $ 4,604 $ 4,423 Other payables of used car trading business 5,357 3,308 Accrued professional fee 3,043 2,804 Others 4,298 4,148 Total $ 17,302 $ 14,683 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
INCOME TAXES | |
Schedule of current and deferred component of income tax expenses (benefit) | Years ended December 31, 2018 2019 2020 Current income tax expense (benefit) $ 862 $ (1,920) $ (1,528) Deferred income tax expense — — — Total income tax expense (benefit) $ 862 $ (1,920) $ (1,528) |
Schedule of principal components of the deferred tax assets and liabilities | As of December 31, 2019 2020 Deferred tax assets Provision for doubtful accounts $ 2,165 $ 2,249 Inventory 4,510 4,510 Prepaid expenses and other current assets 5,629 4,865 Property and equipment, net 124 124 Accrued payroll and welfare 107 119 Accrued liabilities 345 357 Advertising fee 5 6 Employee education fee 13 13 Net operating loss carry forwards 10,738 12,811 Total Deferred tax assets $ 23,636 $ 25,054 Less: valuation allowance (23,636) (25,054) Deferred income tax assets, net $ — $ — Deferred income liabilities $ — $ — Net Deferred income tax assets $ — $ — |
Schedule of reconciliation between statutory income tax expense and actual income tax expense | Years Ended December 31, 2018 2019 2020 Loss before provision of income tax $ (88,076) $ (70,988) $ (6,848) PRC statutory income tax rate 25 % 25 % 25 % Income tax at statutory tax rate (22,019) (17,747) (1,712) Accrual (reversal) of taxable deemed interest income from inter-company interest-free loans 2,108 (2,259) (1,593) Impairment of goodwill — 18,523 — Fair value change on contingent consideration — (16,399) — Non-taxable income — (234) — Non-deductible loss and other expenses not deductible for tax purposes 15,644 298 109 Effect of income tax rate differences in jurisdictions other than the PRC 3,234 2,313 1,128 Effect of tax holiday (53) 305 147 Tax effect of tax rate change — — (1,025) Changes in valuation allowance 1,948 13,280 1,418 Income tax expenses $ 862 $ (1,920) $ (1,528) |
Summary of rollforward of valuation allowances of deferred tax assets | Year Ended December 31, 2020 Balance as of beginning of year $ 23,636 Additions of valuation allowance 546 Utilization of deferred tax assets (153) Change in tax rate 1,025 Balance as of the end of the year $ 25,054 |
PREFERRED SHARES AND WARRANT _2
PREFERRED SHARES AND WARRANT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
PREFERRED SHARES AND WARRANT LIABILITIES | |
Schedule of fair value of the warrants calculated using the Black-Scholes pricing model | The fair value of the warrants as of December 31, 2020 were calculated using the Black-Scholes pricing model with the following assumptions: As of December 31, 2020 Series A Warrant Series B Warrant Series C Warrant Risk-free rate of return 0.66 % 0.12 % 0.71 % Estimated volatility rate 46.07 % 51.29 % 45.63 % Dividend yield 0.00 % 0.00 % 0.00 % Exercise price $ 3.00 $ 3.00 $ 3.00 Fair value of warrant $ 1.39 $ 0.76 $ 1.43 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS | |
Schedule of fair value hierarchy for assets and liabilities measured at fair value | As of December 31, 2019 As of December 31, 2020 Fair Value Measurement at the Reporting Date using Fair Value Measurement at the Reporting Date using Quoted Quoted price in price in active active markets markets for Significant Significant for Significant Significant identical other unobservable identical other unobservable assets observable inputs assets observable inputs Level 1 inputs Level 3 Total Level 1 inputs Level 3 Total Warrant liability — — — — — — (1,690) (1,690) |
Summary of key assumptions used in the valuation of the contingent consideration | As of April 30, 2019 Volatility 40 % Risk-free rate 3.2 % Expected dividend rate — % Simulation steps 10,000 |
Schedule of reconciliation of the beginning and ending balances for contingent consideration measured at fair value on a recurring basis using significant unobservable inputs (Level 3) | Amount Balance at January 1, 2019 $ 105,670 Fair value change for the four months ended April 30, 2019 (65,594) Exchange difference 2,466 Contingent liability assumed by Renren on April 30, 2019 (42,542) Balance at December 31, 2019 $ — |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Kaixin Auto 2019 Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of assumptions used in determining the fair value of share options granted | Years ended December 31, 2019 2020 Risk-free interest rate(1) 2.50-3.00 % N/A Volatility(2) 45%-46 % N/A Expected term (in years) (3) 10 N/A Exercise price(4) $ 0.01 N/A Dividend yield(5) — N/A Fair value of underlying ordinary share(6) $ 2.12-$3.36 N/A (1) Risk-free interest rate Risk-free interest rate was estimated based on the yield to maturity of treasury bonds of the United States with a maturity period close to the expected life of the options, and the country risk spread between China and United States was considered. (2) Volatility The volatility of the underlying ordinary shares during the life of the options was estimated based on the historical stock price volatility of listed comparable companies over a period comparable to the expected term of the options. (3) Expected term For the options granted to employees, the Company estimated the expected term based on the vesting and contractual terms and employee demographics. For the options granted to non-employees, the Company estimated the expected term as the original contractual term. (4) Exercise price The exercise price of the options was determined by the Company’s board of directors. (5) Dividend yield The dividend yield was estimated by the Company based on its expected dividend policy over the expected term of the options. 16. SHARE-BASED COMPENSATION (a) Kaixin incentive plans (6) Fair value of underlying ordinary shares Prior to the consummation of the SPAC Transaction, the estimated fair value of the ordinary shares underlying the options as of the valuation date was determined based on a contemporaneous valuation. When estimating the fair value of the ordinary shares on the valuation dates, management has considered a number of factors, including the result of a third party appraisal of the Company, while taking into account standard valuation methods and the achievement of certain events. The fair value of the ordinary shares in connection with the option grants on the valuation date was determined with the assistance of an independent third-party appraiser. The fair values of the underlying ordinary shares on each date of the grant after April 30, 2019, were the closing prices of the Company's ordinary shares traded in the Stock Exchange. |
Summary of stock option activity | Weighted average Weighted Weighted grant day Average Average fair Remaining Aggregate Options Granted to Employees Number of Exercise Value per Contractual Intrinsic and Directors Shares Price shares Years value Outstanding as of December 31, 2019 2,154,514 $ 0.01 $ 3.20 9.39 $ 4,007 Forfeited (165,264) $ 0.01 $ 3.35 Granted — — Exercised (499,456) 3.23 Outstanding as of December 31, 2020 1,489,794 $ 0.02 $ 3.17 9.08 $ 7,524 Vested and expected to vest as of December 31, 2020 1,489,794 $ 0.01 $ 3.17 9.08 7,524 Exercisable as of December 31, 2020 425,460 $ 0.01 $ 1.87 8.32 $ 1,583 |
Summary of fair values of the options granted | Years ended December 31, 2019 2020 US$ US$ Weighted average grant date fair value of option per share 3.21 — Aggregate grant date fair value of options 7,794,799 — |
Schedule of total share-based compensation expense of share-based awards granted to employees and directors | Years ended December 31, 2018 2019 2020 Selling and marketing — 658 648 Research and development — 206 162 General and administrative 11,436 2,949 2,552 Total share-based compensation expense 11,436 3,813 3,362 |
Kaixin Auto 2019 Plan | Restricted Stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of stock option activity | Weighted average fair value Number of nonvested per ordinary share restricted shares at the grant dates Outstanding as of December 31, 2019 1,446,111 3.36 Forfeited (13,232) 3.94 Granted 200,000 4.73 Vested (474,889) — Unvested as of December 31, 2020 1,157,990 3.36 |
Renren Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of stock option activity | Weighted Weighted average average Number of exercise grant date Shares price fair value Balance, January 1, 2018 141,481,616 $ 0.48 $ 0.64 Granted — — — Exercised (2,268,420) $ 0.06 $ 0.66 Forfeited (119,095) $ 0.16 $ 0.15 Balance, December 31, 2018 139,094,101 $ 0.06 $ 0.64 Exercisable, December 31, 2018 117,561,450 $ 0.06 Expected to vest, December 31, 2018 21,532,651 $ 0.06 |
Summary of the nonvested restricted shares activity | Weighted Weighted average fair number of value nonvested per ordinary restricted share at the shares grant dates Outstanding as of December 31, 2017 10,802,683 $ 0.95 Granted 88,935,342 $ 0.14 Vested (8,404,575) $ 0.47 Forfeited (17,561,071) $ 0.18 Outstanding as of December 31, 2018 73,772,379 $ 0.21 |
Summary of information with respect to share options outstanding by exercise price | Options outstanding Options exercisable Weighted Weighted average Weighted Weighted average Weighted Weighted remaining average average remaining average average Number contractual exercise intrinsic Number of contractual exercise intrinsic Range of exercise prices outstanding life price value exercisable life price value $ 0.01 ~ $0.18 139,094,101 5.40 $ 0.06 $ 5,754 117,561,450 5.11 $ 0.06 $ 4,863 139,094,101 $ 5,754 117,561,450 $ 4,863 |
RELATED PARTY BALANCES AND TR_2
RELATED PARTY BALANCES AND TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
RELATED PARTY BALANCES AND TRANSACTIONS | |
Schedule of related party transactions | As of December 31, 2019 2020 Renren and its subsidiaries (1) $ — $ 2,255 Ningbo Jiusheng Automobile Sales Co., Ltd. — 705 SVF (2) 4,214 — Total $ 4,214 $ 2,960 Related party transactions: For the year ended December 31, 2019 2020 Funds from Renren Inc. and its subsidiaries (1) $ 113,400 $ 2,140 Funds from SVF (2) 1,600 — Operating advance from Ningbo Jiusheng Automobile Sales Co., Ltd. — 666 Promissory notes issued to SVF (2) 2,614 — Amounts due to SVF converted into ordinary shares of KAH (2) — 4,213 Repayment of funds to Renren Inc. (1) 115,501 — Loan waived by Renren Inc. (3) 76,007 — (1) The amount mainly represents advanced funds provided by Renren and its subsidiaries to finance the Company’s daily operations. 17. RELATED PARTY BALANCES AND TRANSACTIONS (2) On April 30, 2019, KAH, KAG, Renren and SVF executed an agreement (the “Waiver Agreement”) pursuant to which KAG and Renren waived certain rights under the Share Exchange Agreement in exchange for SVF’s commitment to (i) contribute $1.6 million to KAH within two weeks after the closing of the SPAC Transaction, (ii) set a limit on the liabilities to be paid by cash (up to $4.0 million) and noncash (up to $2.6 million) consideration by KAH and (iii) use its best efforts to restructure $2.6 million KAH due to SVF prior to the SPAC Transaction, which would have become past due upon the closing of the SPAC Transaction. On June 4, 2019, SVF paid $1,600 to the Company according to the Waiver Agreement. On June 10, 2020, the Company and SVF entered into a subscription agreement to issue 4,213,629 ordinary shares to SVF, and cancel all the prior existing notes or agreements related to the $4.2 million balance as of December 31, 2019. The Company has issued the shares to SVF in July 2020. |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
LOSS PER SHARE | |
Schedule of computation of basic and diluted net loss per ordinary share | Years ended December 31, 2018 2019 2020 Net loss: Loss from continuing operations $ (88,938) $ (69,068) $ (5,320) Loss from discontinued operations, net of taxes (594) — — Net loss (89,532) (69,068) (5,320) Net loss attributable to the noncontrolling interest (317) (22,952) (17) Net loss attributable to Kaixin Auto Holdings' shareholders $ (89,215) $ (46,116) $ (5,303) Weighted average number of ordinary shares outstanding used in computing net loss per ordinary share - basic and diluted (2018 shares retroactively adjusted for the reverse recapitalization on April 30, 2019) 24,984,300 33,146,593 41,715,834 Net loss per share attributable to Kaixin Auto Holdings' shareholders - basic and diluted: Loss per share from continuing operations $ (3.56) $ (1.39) (0.13) Loss per share from discontinued operations $ (0.02) $ — — Net loss per share attributable to Kaixin Auto Holdings' shareholders - basic and diluted $ (3.58) $ (1.39) $ (0.13) |
Schedule of computation of diluted net loss per share | Years ended December 31, 2018 2019 2020 Share options 5,510,970 2,154,514 205,294 Restricted shares — 1,446,111 1,157,990 Warrants — 11,957,008 16,790,341 Preferred shares — — 3,000 Unit options — 1,440,000 — Indemnity shares — 3,300,000 3,300,000 |
OPERATING LEASES (Tables)
OPERATING LEASES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
OPERATING LEASES | |
Summary of leases within our consolidated financial statements | Assets/Liabilities December 31, 2019 December 31, 2020 Right-of-use assets $ 2,252 $ 74 Lease liabilities - current 1,785 39 Lease liabilities – non-current 810 26 Total lease liabilities $ 2,595 $ 65 |
Schedule of operating lease cost and short-term lease | Year ended December 31, 2019 Year ended December 31, 2020 Operating lease expense excluding short-term rental expense 1,811 $ 182 Short-term lease cost 1,597 434 Total lease cost 3,408 $ 616 |
Summary of lease term and discount rate information related to leases | December 31, 2019 December 31, 2020 Weighted-average remaining lease terms 1.9 years 1.7 years Weighted-average discount rate 10.92 % 10.30 % |
Summary of supplemental cash flow information related to leases | December 31, 2019 December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities — — Operating cash outflows from operating leases $ 1,211 $ 27 |
Schedule of Maturities of lease liabilities | Operating Leases 2021 $ 44 2022 27 Total undiscounted lease payment $ 71 Less: Imputed interest 6 Present value of lease liabilities $ 65 |
Additional Information-Financ_2
Additional Information-Financial Statement Schedule I Condensed Financial Information of Parent Company (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Additional Information-Financial Statement Schedule I Condensed Financial Information of Parent Company | |
BALANCE SHEETS | As of December 31, 2019 2020 ASSETS Current assets: Cash $ 40 $ 3,005 Total current assets 40 3,005 Investment in subsidiaries 899 — TOTAL ASSETS $ 939 $ 3,005 LIABILITIES AND EQUITY Current liabilities: Accrued expenses 1,211 711 Amounts due to subsidiaries 1,684 — Amounts due to related parties 2,614 — Warrant liabilites — 1,690 Total current liabilities 5,509 2,401 Non-current liabilities: Deficit of investment in subsidiaries — 659 Total non-current liabilities — — TOTAL LIABILITIES $ 5,509 $ 3,060 Deficit: Ordinary shares $ 5 $ 6 Additional paid-in capital 186,450 196,335 Accumulated deficit (188,185) (193,488) Accumulated other comprehensive income (loss) (2,840) (2,908) Total deficit (4,570) (55) TOTAL LIABILITIES AND DEFICIT $ 939 $ 3,005 |
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | Years ended December 31, 2018 2019 2020 Selling and marketing $ (1,504) $ — $ — Research and development (107) — — General and administrative (11,505) (371) (3,745) Total operating expenses (13,116) (371) (3,745) Equity in loss of subsidiaries and variable interest entities (76,099) (45,745) (899) Net loss $ (89,215) $ (46,116) $ (4,644) Other comprehensive income (loss), net of tax: Foreign currency translation 404 (4,222) (68) Other comprehensive income (loss) $ 404 $ (4,222) $ (68) Comprehensive loss $ (88,811) $ (50,338) $ (4,712) |
STATEMENTS OF CASH FLOWS | Years ended December 31, 2018 2019 2020 Cash flows from operating activities: Net loss $ (89,215) $ (46,116) $ (5,302) Equity in loss of subsidiaries and variable interest entities 76,099 45,745 899 Share-based compensation 11,436 — 3,362 Changes in operating assets and liabilities: Amounts due from/to related parties 173 (20,980) — Accrued expenses and other payables 581 (292) 2,347 Prepaid expenses and other current assets — 123 — Net cash used in operating activities (926) (21,520) 1,306 Cash flows from investing activities: Repayment of investment in subsidiaries — 1,586 (2,340) Net cash provided by investing activities — 1,586 (2,340) Cash flows from financing activities: Proceeds from borrowings 500 — — Repayment of borrowings (500) — — Proceeds of advances from related parties 950 — — Repayment of advances from related parties — (1,050) — Proceeds from convertible loans — 21,000 — Proceeds from preferred shares — — 3,000 Proceeds from investors — — 1,000 Net cash provided by financing activities 950 19,950 4,000 Net increase in cash 24 16 2,965 Cash at beginning of year — 24 40 Effect of exchange rate changes — — — Cash at end of year $ 24 $ 40 $ 3,005 |
ORGANIZATION AND PRINCIPAL AC_3
ORGANIZATION AND PRINCIPAL ACTIVITIES - Reverse Recapitalization (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Net loss per share attributable to KAH's shareholders - basic and diluted: | ||||
Loss per share from continuing operations(i) | [1] | $ (0.13) | $ (1.39) | $ (3.56) |
Loss per share from discontinued operations | [1] | (0.02) | ||
Net loss per share attributable to Kaixin Auto Holdings' shareholders - basic and diluted(i): | [1] | $ (0.13) | $ (1.39) | (3.58) |
Before adjustment | ||||
Net loss per share attributable to KAH's shareholders - basic and diluted: | ||||
Loss per share from continuing operations(i) | (0.56) | |||
Loss per share from discontinued operations | 0 | |||
Net loss per share attributable to Kaixin Auto Holdings' shareholders - basic and diluted(i): | $ (0.56) | |||
[1] | Share and per share data have been retroactively restated to give effect to the reverse recapitalization that is discussed in Note 1(a) |
ORGANIZATION AND PRINCIPAL AC_4
ORGANIZATION AND PRINCIPAL ACTIVITIES - Acquisition of KAG (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Apr. 30, 2019shares | Dec. 31, 2020shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018shares | ||
Business Acquisition [Line Items] | |||||
Exchange ratio for restatement of equity | 0.1562 | ||||
Par value of ordinary shares | $ | $ 2 | ||||
Retrospective adjustment to addition paid-in capital for subscription receivable | $ | $ 2 | ||||
Weighted average shares outstanding, basic and diluted (in shares) | [1] | 41,715,834 | 33,146,593 | 24,984,300 | |
Common Stock reserved | 4,200,000 | ||||
Before adjustment | |||||
Business Acquisition [Line Items] | |||||
Par value of ordinary shares | $ | $ 16 | ||||
Subscription receivable | $ | $ 16 | ||||
Weighted average shares outstanding, basic and diluted (in shares) | 160,000,000 | ||||
Reverse recapitalization | KAG | |||||
Business Acquisition [Line Items] | |||||
Percentage of issued and outstanding shares acquired | 100.00% | ||||
Number of ordinary shares acquired | 160,000,000 | ||||
Number of shares issued in exchage of consideration | 28,284,300 | ||||
Number of shares held in escrow | 3,300,000 | ||||
[1] | Share and per share data have been retroactively restated to give effect to the reverse recapitalization that is discussed in Note 1(a) |
ORGANIZATION AND PRINCIPAL AC_5
ORGANIZATION AND PRINCIPAL ACTIVITIES - Assets and liabilities of KAH upon the consummation of the SPAC Transaction (Details) - KAG - Reverse recapitalization - Nonrecurring $ in Thousands | Dec. 31, 2020USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Cash | $ 6 |
Prepaid expenses and other current assets | 123 |
Others liabilities | (1,512) |
Net liabilities acquired by KAG as of April 30, 2019 | (5,047) |
Renren Inc. | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Amounts due to related parties | (1,050) |
SVF | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Amounts due to related parties | $ (2,614) |
ORGANIZATION AND PRINCIPAL AC_6
ORGANIZATION AND PRINCIPAL ACTIVITIES - EBITDA (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Liabilities waived by Renren Inc. | $ 76,007 | $ (4,213) | $ 76,007 |
Contribution from Renren Inc for contingent consideration | $ 42,542 | $ 42,542 | |
Renren Inc. | |||
Earn out shares issued held in escrow | 19,500,000 | 19,500,000 | |
Earnout Shares | 19,500,000 | ||
Business combination, contingent consideration arrangements, description | $13.00 for any sixty days in any period of ninety consecutive trading days during a fifteen-month period following the closing, and will receive all the 19.5 million Earnout Shares if the stock price of KAH is higher than $13.50 for any sixty days in any period of ninety consecutive trading days during a thirty-month period following the closing | ||
Renren Inc. | Gross revenue more than or equal 5000 millions | |||
Number of ordinary shares entitled from earn out shares | 1,950,000,000,000 | ||
Renren Inc. | Adjusted EBITDA is greater than or equal to RMB150 million | |||
Number of ordinary shares entitled from earn out shares | 3,900,000,000,000 | ||
Renren Inc. | Adjusted EBITDA is greater than or equal to RMB200 million | |||
Number of ordinary shares entitled from earn out shares | 7,800,000,000,000 | ||
Renren Inc. | Adjusted EBITDA is greater than or equal to RMB340 million | |||
Number of ordinary shares entitled from earn out shares | 4,875,000,000,000 | ||
Renren Inc. | Adjusted EBITDA is greater than or equal to RMB480 million | |||
Number of ordinary shares entitled from earn out shares | 9,750,000,000,000 |
ORGANIZATION AND PRINCIPAL AC_7
ORGANIZATION AND PRINCIPAL ACTIVITIES - Cost of revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Subsidiary or Equity Method Investee [Line Items] | |||
Cost of revenues | $ 32,160 | $ 340,174 | $ 413,971 |
Selling and marketing expenses | 2,588 | 14,364 | 24,077 |
Research and development expenses | 757 | 3,357 | 4,419 |
General and administrative expenses | 6,832 | 36,145 | 23,012 |
Parent | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Cost of revenues | 23 | ||
Selling and marketing expenses | 54 | ||
Research and development expenses | 204 | ||
General and administrative expenses | $ 0 | 109 | 5,394 |
Share-based compensation cost of the earnout shares | $ 109 | $ 2,390 |
ORGANIZATION AND PRINCIPAL AC_8
ORGANIZATION AND PRINCIPAL ACTIVITIES - Transfer of Ji'nan Dealership (Details) $ in Thousands, ¥ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Nov. 30, 2018USD ($) | Nov. 30, 2018CNY (¥) | Sep. 30, 2018USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Schedule of Equity Method Investments [Line Items] | ||||||
Write down of inventory | $ 17,826 | |||||
Write-offs for advance to supplier related to Ji'nan Dealership | $ 16,840 | |||||
Write-off of prepaid expenses and other current assets | $ 22,282 | |||||
Net impact on cost of revenue | $ 2,921 | |||||
Write off of amounts due from non-controlling shareholders | $ 7,479 | |||||
Ji'nan Dealership | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Write down of inventory | $ 5,700 | |||||
Write-offs for advance to supplier related to Ji'nan Dealership | $ 16,100 | |||||
Ji'nan Dealership | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Amount due to related party as a consideration for transfer of equity interest | $ 19,500 | ¥ 133.8 |
ORGANIZATION AND PRINCIPAL AC_9
ORGANIZATION AND PRINCIPAL ACTIVITIES - VIEs and VIEs' major subsidiaries (Details) | Dec. 31, 2020 |
KAG | |
Schedule of Equity Method Investments [Line Items] | |
Percentage of legal ownership by Kaixin Auto Group | 100.00% |
Renren Finance, Inc | |
Schedule of Equity Method Investments [Line Items] | |
Percentage of legal ownership by Kaixin Auto Group | 100.00% |
Jet Sound Hong Kong Company Limited | |
Schedule of Equity Method Investments [Line Items] | |
Percentage of legal ownership by Kaixin Auto Group | 100.00% |
Shanghai Renren Financial Leasing Co., Ltd. | |
Schedule of Equity Method Investments [Line Items] | |
Percentage of legal ownership by Kaixin Auto Group | 100.00% |
Shanghai Renren Automotive Technology Group Co., Ltd. | |
Schedule of Equity Method Investments [Line Items] | |
Percentage of legal ownership by Kaixin Auto Group | 100.00% |
Shanghai Lingding Automobile Technology Co., Ltd. | |
Schedule of Equity Method Investments [Line Items] | |
Percentage of legal ownership by Kaixin Auto Group | 100.00% |
ORGANIZATION AND PRINCIPAL A_10
ORGANIZATION AND PRINCIPAL ACTIVITIES - Contractual agreement (Details) | Aug. 17, 2017 | Dec. 31, 2020 |
Business Operations Agreement | ||
Term of agreements | 10 years | |
Extension term of agreements | 10 years | |
Threshold period of advance written notice to the VIEs requesting not to extend the term, three months prior to the expiration dates | 30 days | |
Period prior to expiration of the loan agreements for which advance written notice is given to VIEs | 3 months | |
Exclusive Equity Option Agreement | ||
Term of agreements | 10 years | |
Threshold period of advance written notice to the VIEs requesting not to extend the term, three months prior to the expiration dates | 30 days | |
Exclusive Technical and Consulting Services Agreement | ||
Term of agreements | 10 years | |
Extension term of agreements | 10 years | |
Threshold period of advance written notice to the VIEs requesting not to extend the term, three months prior to the expiration dates | 3 months | |
Loan Agreements | ||
Term of agreements | 10 years | |
Extension term of agreements | 10 years | |
Period prior to expiration of the loan agreements for which advance written notice is given to VIEs | 3 months |
ORGANIZATION AND PRINCIPAL A_11
ORGANIZATION AND PRINCIPAL ACTIVITIES - Consolidated financial statements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash | $ 3,162 | $ 3,190 | $ 7,950 |
Accounts receivable | 219 | ||
Inventories | 20,990 | ||
Prepaid expenses and other current assets | 43,624 | 27,586 | 38,714 |
Total current assets | 46,786 | 51,985 | |
Goodwill | 0 | ||
Property and equipment, net | 45 | 153 | |
Total non-current assets | 1,681 | 2,405 | |
TOTAL ASSETS | 48,467 | 54,390 | |
Accounts payable | 402 | 4,122 | |
Lease liabilities - current | 39 | 1,785 | |
Short-term debt | 15,257 | 16,630 | |
Accrued expenses and other current liabilities | 14,683 | 17,302 | 10,644 |
Amounts due to related parties | 2,960 | 4,214 | |
Advance from customers | 1,863 | 1,677 | |
Income tax payable | 4,042 | 5,319 | |
Total current liabilities | 40,936 | 51,049 | |
Lease liabilities - non-current | 26 | 810 | |
Total non-current liabilities | 26 | 810 | |
TOTAL LIABILITIES | 40,962 | 51,859 | |
Revenues | 33,160 | 334,697 | 431,404 |
Net loss | (5,320) | (69,068) | (89,532) |
Loss from discontinued operations | (594) | ||
Net cash used in operating activities | (3,878) | (4,745) | (9,749) |
Net cash used in investing activities | 1,223 | 98,982 | |
Net cash provided by (used in) financing activities | 3,917 | (6,328) | (138,637) |
WFOE | |||
Service fees | 0 | 0 | |
Consolidated VIEs | WFOE | |||
Cash | 108 | 1,080 | |
Accounts receivable | 203 | ||
Inventories | 20,598 | ||
Prepaid expenses and other current assets | 43,536 | 27,083 | |
Total current assets | 43,644 | 48,964 | |
Property and equipment, net | 41 | 146 | |
Right-of-use assets | 73 | 1,691 | |
Total non-current assets | 114 | 1,837 | |
TOTAL ASSETS | 43,758 | 50,801 | |
Accounts payable | 306 | 4,035 | |
Lease liabilities - current | 39 | 1,224 | |
Short-term debt | 13,116 | 14,630 | |
Accrued expenses and other current liabilities | 12,394 | 13,770 | |
Amounts due to related parties | 2,725 | ||
Advance from customers | 1,622 | ||
Income tax payable | 3,391 | 4,469 | |
Deferred revenue | 1,862 | ||
Total current liabilities | 33,833 | 39,750 | |
Lease liabilities - non-current | 26 | 810 | |
Total non-current liabilities | 26 | 810 | |
TOTAL LIABILITIES | 33,859 | 40,560 | |
Revenues | 32,823 | 332,629 | 428,492 |
Net loss | (653) | (2,151) | (38,561) |
Loss from discontinued operations | (594) | ||
Net cash used in operating activities | (395) | (3,948) | (8,433) |
Net cash used in investing activities | (68) | (9,980) | |
Net cash provided by (used in) financing activities | $ (634) | (1,205) | $ 22,193 |
Consolidated VIEs | WFOE | Recourse [Member] | |||
Short-term debt | $ 7,900 |
ORGANIZATION AND PRINCIPAL A_12
ORGANIZATION AND PRINCIPAL ACTIVITIES - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Short-term debt | $ 15,257 | $ 16,630 | |
Consolidated VIEs | |||
Percentage of net revenue contributed by VIE | 99.00% | 99.40% | 99.30% |
Percentage of consolidated total assets contributed by VIE | 90.30% | 93.40% | |
Percentage of consolidated total liabilities contributed by VIE | 82.70% | 78.20% | |
Consolidated VIEs | WFOE | |||
Short-term debt | $ 13,116 | $ 14,630 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Liquidity (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 29, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Change in Accounting Estimate [Line Items] | ||||||
Working capital | $ 5,850 | |||||
Proceeds from convertible loan | $ 21,000 | |||||
Accumulated deficit | 197,492 | 192,189 | ||||
Cash flows from operating activities | $ 3,878 | $ 4,745 | $ 9,749 | |||
Investment | $ 3,000 | |||||
Renren Inc. | ||||||
Change in Accounting Estimate [Line Items] | ||||||
Proceeds from convertible loan | $ 6,000 | |||||
Renren Inc. | Subsequent Event [Member] | ||||||
Change in Accounting Estimate [Line Items] | ||||||
Proceeds from convertible loan | $ 6,000 | |||||
ATW Partners LLC | ||||||
Change in Accounting Estimate [Line Items] | ||||||
Proceeds from convertible loan | $ 3,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Inventory (Details) | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Period for considering vehicle as slow moving | 90 days |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and equipment net and Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Impairment expense | $ 74,091 | |
Goodwill | $ 0 | |
Computer equipment and application software | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 2 years | |
Computer equipment and application software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 3 years | |
Furniture and vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Disaggregation of revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 33,160 | $ 334,697 | $ 431,404 |
Automobile sales | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 32,996 | 332,634 | 420,005 |
Financing income | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 2,317 | ||
Others | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 164 | $ 2,063 | $ 9,082 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Value added taxes and Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Right-of-use assets | $ 74 | $ 2,252 | |
Lease liabilities | $ 65 | $ 2,595 | |
Cumulative Effect, Period of Adoption, Adjustment [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Right-of-use assets | $ 5,141 | ||
Lease liabilities | $ 3,735 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Effect on consolidation balance sheet as result of adopting ASC 842 (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Right-of-use lease assets | $ 74 | $ 2,252 | ||
Lease liabilities - current | 39 | 1,785 | ||
Lease liabilities - non-current | 26 | 810 | ||
Prepaid expenses and other current assets | 43,624 | 27,586 | $ 38,714 | |
Accrued expenses and other current liabilities | $ (14,683) | $ (17,302) | $ (10,644) | |
Effect of adoption | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Right-of-use lease assets | $ 5,141 | |||
Lease liabilities - current | (1,760) | |||
Lease liabilities - non-current | (1,975) | |||
Prepaid expenses and other current assets | (1,422) | |||
Accrued expenses and other current liabilities | 16 | |||
Cumulative Effect, Period of Adoption, Adjustment [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Right-of-use lease assets | 5,141 | |||
Lease liabilities - current | (1,760) | |||
Lease liabilities - non-current | (1,975) | |||
Prepaid expenses and other current assets | 37,292 | |||
Accrued expenses and other current liabilities | $ (10,628) |
SIGNIFICANT RISKS AND UNCERTA_2
SIGNIFICANT RISKS AND UNCERTAINTIES (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
SIGNIFICANT RISKS AND UNCERTAINTIES | ||
Cash and cash equivalents denominated in foreign currency | $ 132 | $ 2,410 |
DISCONTINUED OPERATIONS - Ji'na
DISCONTINUED OPERATIONS - Ji'nan Dealership (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Major classes of line items constituting pretax profit of discontinued operations: | |
Loss from the operations of the discontinued operations, net of tax | $ (594) |
Disposed of by sale | Ji'nan Dealership | |
Major classes of line items constituting pretax profit of discontinued operations: | |
Revenues | 47,672 |
Cost of revenues | 50,531 |
Selling, research and development, and general and administrative expenses | 16,777 |
Fair value change of contingent consideration | 19,042 |
Loss from the operations of the discontinued operations, before income tax | (594) |
Loss from the operations of the discontinued operations, net of tax | (594) |
Condensed cash flow related to the discontinued operations | |
Net cash provided by operating activities | 516 |
Net cash used in investing activities | $ (1) |
BUSINESS ACQUISITION (Details)
BUSINESS ACQUISITION (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
BUSINESS ACQUISITION | ||
Fair value change of contingent consideration | $ (65,594) | $ 30,460 |
BUSINESS ACQUISITION - Fair val
BUSINESS ACQUISITION - Fair value of contingent consideration (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($)item | |
Business Acquisition [Line Items] | ||
Fair value change in contingent consideration | $ (65,594) | $ 30,460 |
Acquisition in 2018 | ||
Business Acquisition [Line Items] | ||
Number of acquisition completed | item | 3 | |
Fair value change in contingent consideration | $ 49,503 |
BUSINESS ACQUISITION - Net Reve
BUSINESS ACQUISITION - Net Revenue (Details) - Shanxi $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Business Acquisition [Line Items] | |
Revenues | $ 20,135 |
Net gain (loss) | $ 752 |
BUSINESS ACQUISITION - Acquisit
BUSINESS ACQUISITION - Acquisitions of after-sales service centers (Details) - Acquisitions of after-sales service centers | 12 Months Ended |
Dec. 31, 2018item | |
Business Acquisition [Line Items] | |
Equity interest subscribed | 70.00% |
Number of equal annual installments after the successful offering | 4 |
Shanghai Zhoushuo [Member] | |
Business Acquisition [Line Items] | |
Number of acquisition completed | 3 |
BUSINESS ACQUISITION - Results
BUSINESS ACQUISITION - Results of operations attributable (Details) - Acquisitions of after-sales service centers $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Business Acquisition [Line Items] | |
Revenues | $ 341 |
Net gain (loss) | $ 582 |
BUSINESS ACQUISITION - Acquis_2
BUSINESS ACQUISITION - Acquisition of after sales service center - (Details) - Chongqing Zhoushuo $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Ownership interest disposed | 70.00% |
Consideration | $ 0.1 |
BUSINESS ACQUISITION - Pro form
BUSINESS ACQUISITION - Pro forma information of acquisitions in 2017 and 2018 - (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Jan. 31, 2019 | |
BUSINESS ACQUISITION | ||
Initial public offering price | $ 10 | |
Gain of fair value change of contingent consideration | $ 65,594 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | |||
Advances for purchasing cars | $ 41,700 | $ 25,017 | |
Others | 1,924 | 2,569 | |
Total | $ 43,624 | $ 27,586 | $ 38,714 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 880 | $ 923 | |
Less: Accumulated depreciation | (332) | (267) | |
Less: Provision for impairment | (503) | (503) | |
Property and equipment, net | 45 | 153 | |
Depreciation | 41 | 168 | $ 161 |
Impairment Loss | 0 | 503 | $ 0 |
Computer equipment and application software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 336 | 293 | |
Furniture and vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 223 | 309 | |
LeaseholdImprovementsMember | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 321 | $ 321 |
GOODWILL (Details)
GOODWILL (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020USD ($)item | Dec. 31, 2019USD ($) | |
GOODWILL | ||
Number of Reporting Units | item | 1 | |
Goodwill [Roll Forward] | ||
Impairment expense | $ (74,091) | |
Net goodwill, Closing balance | $ 0 |
SHORT-TERM DEBT (Details)
SHORT-TERM DEBT (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
SHORT-TERM DEBT AND LONG-TERM DEBT | ||
Short-term debt | $ 15,257 | $ 16,630 |
Bank of Beijing | ||
SHORT-TERM DEBT AND LONG-TERM DEBT | ||
Short-term debt | 307 | 718 |
East West Bank | ||
SHORT-TERM DEBT AND LONG-TERM DEBT | ||
Short-term debt | 8,130 | 9,182 |
Others | ||
SHORT-TERM DEBT AND LONG-TERM DEBT | ||
Short-term debt | $ 6,820 | $ 6,730 |
SHORT-TERM DEBT - Additional in
SHORT-TERM DEBT - Additional information (Details) - USD ($) | Nov. 11, 2020 | Apr. 21, 2020 | Apr. 11, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 31, 2021 | Jun. 30, 2021 | Apr. 30, 2019 |
Debt Instrument [Line Items] | |||||||||
Repayment of loans | $ 383,000 | $ 3,372,000 | $ 3,065,000 | ||||||
Interest Expense | $ 1,183,000 | $ 4,057,000 | $ 4,261,000 | ||||||
East West Bank | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term Line of Credit | $ 2,000,000 | ||||||||
East West Bank | Subsequent Event [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Outstanding loans | $ 2,000,000 | $ 6,130,000 | |||||||
Loan 1 | Bank of Beijing | |||||||||
Debt Instrument [Line Items] | |||||||||
Loan balances | 411 | ||||||||
Loan 2 | Bank of Beijing | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal amount | $ 718,000 | ||||||||
Annual interest rate | 5.665% | ||||||||
Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Annual interest rate | 10.80% | ||||||||
Minimum | East West Bank | |||||||||
Debt Instrument [Line Items] | |||||||||
Annual interest rate | 2.80% | ||||||||
Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Annual interest rate | 14.00% | ||||||||
Maximum | East West Bank | |||||||||
Debt Instrument [Line Items] | |||||||||
Annual interest rate | 6.00% |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | |||
Other taxes payable | $ 4,423 | $ 4,604 | |
Other payables of used car trading business | 3,308 | 5,357 | |
Accrued professional fee | 2,804 | 3,043 | |
Others | 4,148 | 4,298 | |
Total | $ 14,683 | $ 17,302 | $ 10,644 |
INCOME TAXES (Details)
INCOME TAXES (Details) $ in Thousands, $ in Millions | Apr. 01, 2018HKD ($) | Jan. 01, 2008 | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017 | Dec. 31, 2020USD ($) |
Income Taxes [Line Items] | |||||||
Profits tax rate | 25.00% | 25.00% | 25.00% | 25.00% | |||
Provision for income tax | $ (1,528) | $ (1,920) | $ 862 | ||||
Withholding tax rate | 10.00% | ||||||
Other Subsidiaries and VIE | |||||||
Income Taxes [Line Items] | |||||||
Profits tax rate | 25.00% | ||||||
Deferred tax liabilities | $ 0 | $ 0 | |||||
Beijing Qilin Wings Technology Development Co Ltd [Member} | |||||||
Income Taxes [Line Items] | |||||||
Preferential tax rate | 15.00% | ||||||
Period for preferential tax rate | 3 years | ||||||
Hong Kong | |||||||
Income Taxes [Line Items] | |||||||
Provision for income tax | $ 0 | ||||||
Hong Kong | Corporate profits of first HKD 2 million | |||||||
Income Taxes [Line Items] | |||||||
Corporate Profits | $ 2 | ||||||
Profits tax rate | 8.25% | ||||||
Hong Kong | Corporate profits exceeds HKD 2 million | |||||||
Income Taxes [Line Items] | |||||||
Corporate Profits | $ 2 | ||||||
Profits tax rate | 16.50% |
INCOME TAXES - Components of in
INCOME TAXES - Components of income tax expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
INCOME TAXES | |||
Current income tax expenses (benefit) | $ (1,528) | $ (1,920) | $ 862 |
Income tax expenses (benefit) | $ (1,528) | $ (1,920) | $ 862 |
INCOME TAXES - Principal compon
INCOME TAXES - Principal components of the deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets | ||
Provision for doubtful accounts | $ 2,249 | $ 2,165 |
Inventory | 4,510 | 4,510 |
Prepaid expenses and other current assets | 4,865 | 5,629 |
Property and equipment, net | 124 | 124 |
Accrued payroll and welfare | 119 | 107 |
Accrued liabilities | 357 | 345 |
Advertising fee | 6 | 5 |
Employee education fee | 13 | 13 |
Net operating loss carry forwards | 12,811 | 10,738 |
Total Deferred tax assets | 25,054 | 23,636 |
Less: valuation allowance | $ (25,054) | $ (23,636) |
INCOME TAXES - Operating loss c
INCOME TAXES - Operating loss carry forwards (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Operating loss carryforwards | |
Operating Loss Carryforwards | $ 54,120 |
Expire in 2021 | |
Operating loss carryforwards | |
Operating Loss Carryforwards | 986 |
Expire in 2022 | |
Operating loss carryforwards | |
Operating Loss Carryforwards | 25,093 |
Expire in 2023 | |
Operating loss carryforwards | |
Operating Loss Carryforwards | 10,078 |
Expire in 2024 | |
Operating loss carryforwards | |
Operating Loss Carryforwards | 12,660 |
Expire in 2025 | |
Operating loss carryforwards | |
Operating Loss Carryforwards | $ 5,303 |
INCOME TAXES - Reconciliation (
INCOME TAXES - Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | 36 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2020 | |
INCOME TAXES | ||||
Loss before provision of income tax | $ (6,848) | $ (70,988) | $ (88,076) | |
PRC statutory income tax rate | 25.00% | 25.00% | 25.00% | 25.00% |
Income tax at statutory tax rate | $ (1,712) | $ (17,747) | $ (22,019) | |
Reversal of taxable deemed interest income from inter-company interest-free loans for prior years | (1,593) | (2,259) | 2,108 | |
Impairment of goodwill | 18,523 | |||
Fair value changes on contingent consideration | (16,399) | |||
Non-taxable income | (234) | |||
Non-deductible loss and other expenses not deductible for tax purposes | 109 | 298 | 15,644 | |
Effect of income tax rate differences in jurisdictions other than the PRC | 1,128 | 2,313 | 3,234 | |
Effect of tax holiday | 147 | 305 | (53) | |
Tax effect of tax rate change | (1,025) | |||
Changes in valuation allowance | 1,418 | 13,280 | 1,948 | |
Income tax expenses (benefit) | $ (1,528) | $ (1,920) | $ 862 |
INCOME TAXES - Rollforward of v
INCOME TAXES - Rollforward of valuation allowances of deferred tax assets (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Rollforward of valuation allowances of deferred tax assets | |
Balance as of beginning of year | $ 23,636 |
Additions of valuation allowance | 546 |
Utilization of deferred tax assets | (153) |
Change in tax rate | 1,025 |
Balance as of the end of the year | $ 25,054 |
CONVERTIBLE LOANS (Details)
CONVERTIBLE LOANS (Details) - USD ($) | Jan. 30, 2020 | Apr. 25, 2019 | Jan. 31, 2019 | Jan. 28, 2019 | May 31, 2019 | Apr. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 29, 2020 |
Debt Instrument [Line Items] | |||||||||
Proceeds from convertible loan | $ 21,000,000 | ||||||||
Striking price of redeemable warrants | $ 3 | ||||||||
Principal amount converted | $ 3,000,000 | ||||||||
Accrued interest converted | $ 219,000 | ||||||||
KAG | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount | $ 3,000,000 | $ 20,000,000 | |||||||
Loan agreed to fund | $ 1,000,000 | ||||||||
Kunlun | |||||||||
Debt Instrument [Line Items] | |||||||||
Number of KAH's units/ KAH's ordinary shares issued | 300,000 | ||||||||
Kunlun | KAG | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from convertible loan | $ 23,000,000 | $ 20,000,000 | |||||||
Interest rate (as a percent) | 4.35% | ||||||||
Conversion price | $ 10 | ||||||||
Number of ordinary shares per unit | 1 | ||||||||
Striking price of redeemable warrants | $ 11.50 | ||||||||
Principal amount converted | $ 20,000,000 | ||||||||
Accrued interest converted | $ 219,000 | ||||||||
Number of KAH's units/ KAH's ordinary shares issued | 2,000,000 | ||||||||
Beneficial conversion feature recognized | $ 2,128 | ||||||||
58.com Holdings | |||||||||
Debt Instrument [Line Items] | |||||||||
Number of KAH's units/ KAH's ordinary shares issued | 100,000 | ||||||||
58.com Holdings | KAG | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from convertible loan | $ 1,000,000 | $ 20,000,000 | |||||||
Interest rate (as a percent) | 4.35% | ||||||||
Conversion price | $ 10 | ||||||||
Number of KAH's units/ KAH's ordinary shares issued | 100,000 | ||||||||
Loan agreed to fund | $ 1,000,000 |
PREFERRED SHARES AND WARRANT _3
PREFERRED SHARES AND WARRANT LIABILITIES (Details) | Dec. 31, 2020$ / shares |
Risk-free rate of return | Series A Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants and Rights Outstanding | 0.66 |
Risk-free rate of return | Series B Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants and Rights Outstanding | 0.12 |
Risk-free rate of return | Series C Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants and Rights Outstanding | 0.71 |
Estimated volatility rate | Series A Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants and Rights Outstanding | 46.07 |
Estimated volatility rate | Series B Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants and Rights Outstanding | 51.29 |
Estimated volatility rate | Series C Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants and Rights Outstanding | 45.63 |
Dividend yield | Series A Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants and Rights Outstanding | 0 |
Dividend yield | Series B Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants and Rights Outstanding | 0 |
Dividend yield | Series C Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants and Rights Outstanding | 0 |
Exercise price | Series A Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants and Rights Outstanding | 3 |
Exercise price | Series B Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants and Rights Outstanding | 3 |
Exercise price | Series C Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants and Rights Outstanding | 3 |
Fair value of warrant | Series A Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants and Rights Outstanding | 1.39 |
Fair value of warrant | Series B Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants and Rights Outstanding | 0.76 |
Fair value of warrant | Series C Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants and Rights Outstanding | 1.43 |
PREFERRED SHARES AND WARRANT _4
PREFERRED SHARES AND WARRANT LIABILITIES - Additional information (Details) - USD ($) | Dec. 29, 2020 | Dec. 28, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 30, 2019 |
Class of Warrant or Right [Line Items] | ||||||
Total amount of investment agreed | $ 3,000,000 | |||||
Proceeds from investment in convertible preferred shares | $ 3,000,000 | |||||
Preferred shares, authorized | 6,000 | |||||
Preferred shares, issued | 3,000 | 0 | ||||
Exercise price of warrants | $ 3 | |||||
Warrants outstanding | 11,957,008 | 11,957,008 | 10,582,008 | |||
Purchase Agreement | ||||||
Class of Warrant or Right [Line Items] | ||||||
Total amount of investment agreed | $ 6,000,000 | |||||
Proceeds from investment in convertible preferred shares | 3,000,000 | |||||
Preferred shares, issued | 3,000 | |||||
Fair value allocated to preferred shares | $ 1,690,000 | $ 1,311,000 | ||||
Exercise price of warrants | $ 3 | |||||
Kaixin Auto Holdings [Member] | Purchase Agreement | ||||||
Class of Warrant or Right [Line Items] | ||||||
Preferred shares, authorized | 1,000,000 | |||||
Conversion price | $ 3 | |||||
Series A Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants issued/granted | $ 1,500,000 | |||||
Series B Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants issued/granted | 1,333,333 | |||||
Series C Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants issued/granted | $ 2,000,000 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 29, 2020$ / shares | Dec. 31, 2019$ / sharesshares | May 01, 2019Voteshares | Apr. 30, 2019$ / sharesshares | |
Class of Stock [Line Items] | ||||||
Ordinary shares, authorized | shares | 500,000,000 | 200,000,000 | ||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Preferred shares, authorized | shares | 6,000 | |||||
Preferred shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Preferred shares, issued | shares | 3,000 | 0 | ||||
Total amount of investment agreed | $ | $ 3,000 | |||||
Proceeds from investment in convertible preferred shares | $ | $ 3,000 | |||||
Exercise price of warrants | $ / shares | $ 3 | |||||
Kaixin Auto Holdings [Member] | ||||||
Class of Stock [Line Items] | ||||||
Ordinary shares, authorized | shares | 500,000,000 | 200,000,000 | ||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||
Number of votes | Vote | 1 |
STOCKHOLDERS' EQUITY - Reverse
STOCKHOLDERS' EQUITY - Reverse recapitalisation (Details) - USD ($) | Jan. 30, 2020 | Apr. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||||||
Ordinary shares, issued | 64,112,855 | 59,150,341 | ||||
Ordinary shares, outstanding | 64,112,855 | 59,150,341 | ||||
Ordinary shares converted from the rights attached to units | 2,116,401 | |||||
Number of ordinary shares consisted by units | 2,000,000 | |||||
Warrants outstanding | 10,582,008 | 11,957,008 | 11,957,008 | |||
Kaixin Auto Holdings [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of shares held in escrow | 3,300,000 | |||||
Underwriters call option | ||||||
Class of Stock [Line Items] | ||||||
Price per unit | $ 10 | |||||
Number of units exercisable | 900,000 | |||||
Aggregate exercise price | $ 9,000,000 | |||||
Expiration period | 5 years | |||||
Underwriters call option | Kaixin Auto Holdings [Member] | ||||||
Class of Stock [Line Items] | ||||||
Price per unit | $ 11.50 | |||||
E&A Callet | ||||||
Class of Stock [Line Items] | ||||||
Warrants outstanding | 375,000 | |||||
E&A Callet | Kaixin Auto Holdings [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of units issued | 750,000 | |||||
Price of units issued | $ 7,500 | |||||
Number of ordinary shares consisted by units | 750,000 | |||||
Number of warrants consisted by units | 375,000 | |||||
Number of rights that converted into ordinary shares at the same time | 75,000 | |||||
Kunlun | ||||||
Class of Stock [Line Items] | ||||||
Number of ordinary shares consisted by units | 2,000,000 | |||||
Number of warrants consisted by units | 1,000,000 | |||||
Number of rights that converted into ordinary shares at the same time | 200,000 | |||||
Number of KAH's units/ KAH's ordinary shares issued | 300,000 | |||||
Warrants outstanding | 1,000,000 | |||||
58.com Holdings | ||||||
Class of Stock [Line Items] | ||||||
Number of KAH's units/ KAH's ordinary shares issued | 100,000 | |||||
Renren Inc. | ||||||
Class of Stock [Line Items] | ||||||
Earn Out Shares Issued Held in Escrow | 19,500,000 | 19,500,000 | ||||
Earn out shares issued held in escrow | 19,500,000 | 19,500,000 | ||||
Public warrants | ||||||
Class of Stock [Line Items] | ||||||
Warrants outstanding | 11,957,008 |
STOCKHOLDERS' EQUITY - Warrants
STOCKHOLDERS' EQUITY - Warrants (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 29, 2020 | Dec. 31, 2019 | Apr. 30, 2019 | |
Class of Stock [Line Items] | ||||
Exercise price (in dollars per share) | $ 3 | |||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 0.01 | |||
Class Of Warrant Or Right, Redemption Of Warrants Or Rights, Stock Price Trigger | $ 0.01 | |||
Minimum threshold written notice period for redemption of warrants | 30 days | |||
Closing price of share for threshold trading days | 20 days | |||
Closing price of share for threshold consecutive trading days | 3 days | |||
Class Of Warrant Or Right, Redemption Of Warrants Or Rights, Last Sales Price of the Ordinary Shares | $ 18 | |||
Warrants outstanding | 11,957,008 | 11,957,008 | 10,582,008 | |
Public warrants | ||||
Class of Stock [Line Items] | ||||
Warrants outstanding | 11,957,008 | |||
Issued With Units In The IPO [Member] | ||||
Class of Stock [Line Items] | ||||
Warrants outstanding | 10,582,008 | 10,582,008 | ||
Issued To E&A Callet [Member] | ||||
Class of Stock [Line Items] | ||||
Warrants outstanding | 375,000 | 375,000 | ||
Issued With Units To Kunlun [Member] | ||||
Class of Stock [Line Items] | ||||
Warrants outstanding | 1,000,000 | 1,000,000 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair value hierarchy for assets and liabilities measured at fair value (Details) - Recurring $ in Thousands | Dec. 31, 2020USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total | $ (1,690) |
Significant Unobservable Inputs (Level 3) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrant liability | $ (1,690) |
FAIR VALUE MEASUREMENTS - Assum
FAIR VALUE MEASUREMENTS - Assumptions used in Monte Carlo simulation (Details) | Apr. 30, 2019item |
Estimated volatility rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value of the contingent consideration | 40 |
Risk-free rate of return | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value of the contingent consideration | 3.2 |
Simulation steps | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value of the contingent consideration | 10,000 |
FAIR VALUE MEASUREMENTS - Recon
FAIR VALUE MEASUREMENTS - Reconciliation of the beginning and ending balances for contingent consideration measured at fair value on a recurring basis using significant unobservable (Details) - Contingent consideration $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at beginning of the year | $ 105,670 |
Fair value change | (65,594) |
Exchange difference | 2,466 |
Contingent liability assumed by Renren | (42,542) |
Balance at end of the year | $ 0 |
SHARE-BASED COMPENSATION - Kaix
SHARE-BASED COMPENSATION - Kaixin Auto Group 2018 Plan (Details) - shares | Jul. 01, 2018 | Mar. 15, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | May 31, 2018 | Jan. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Ordinary shares available for future grant | 4,200,000 | |||||
Kaixin Auto Group 2018 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Ordinary shares available for future grant | 21,868,000 | 6,248,000 | ||||
Options granted | 5,695,286 | 5,695,286 | ||||
Kaixin Auto Group 2018 Plan | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Term of the options | P10Y |
SHARE-BASED COMPENSATION - Ka_2
SHARE-BASED COMPENSATION - Kaixin Auto 2019 Plan (Details) $ / shares in Units, $ in Thousands | Nov. 17, 2020shares | May 03, 2019USD ($)employee$ / sharesshares | Jul. 01, 2018shares | Mar. 15, 2018shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2017 | Apr. 30, 2019shares | May 31, 2018shares | Jan. 31, 2018shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Capital shares reserved for future issuance | 4,200,000 | |||||||||
Weighted average exercise price | $ / shares | $ 0.02 | $ 0.01 | ||||||||
Total incremental cost | $ | $ 4,138 | |||||||||
Total incremental cost related to vested awards | $ | $ 1,205 | |||||||||
Total incremental cost related to nonvested awards | $ | $ 2,933 | |||||||||
Kaixin Auto 2019 Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Capital shares reserved for future issuance | 4,715,700 | |||||||||
Options granted | 2,186,364 | |||||||||
Number of employees for option | employee | 144 | |||||||||
Weighted-average grant-date fair value of the share options granted | $ / shares | $ 3.21 | |||||||||
Kaixin Auto 2019 Plan | Vests immediately on grant date | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Weighted average exercise price | $ / shares | $ 1.70 | |||||||||
Vesting percentage | 25.00% | |||||||||
Kaixin Auto 2019 Plan | Vests monthly subsequent to replacement date | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Weighted average exercise price | $ / shares | $ 0.01 | |||||||||
Vesting percentage | 62.50% | |||||||||
Kaixin Auto 2019 Plan | Restricted Stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted | 2,183,828 | 200,000 | ||||||||
Kaixin Auto 2019 Plan | Replacement restricted shares | Employees | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted | 205,215 | |||||||||
Kaixin Auto 2019 Plan | Replacement restricted shares with graded vesting, one | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted | 917,738 | |||||||||
Vesting percentage | 0.25% | |||||||||
Kaixin Auto 2019 Plan | Remaining replacement restricted shares | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 3 years | |||||||||
Kaixin Auto 2019 Plan | Remaining replacement restricted shares | Vests immediately on grant date | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting percentage | 62.50% | |||||||||
Kaixin Auto 2019 Plan | Remaining replacement restricted shares | Vests monthly subsequent to replacement date | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting percentage | 0.0278% | |||||||||
Kaixin Auto 2020 Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted | 5,000,000 | |||||||||
Kaixin Auto 2020 Plan [Member] | Restricted Stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Options granted | 4,646,778 | |||||||||
Kaixin Auto Group 2018 Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Capital shares reserved for future issuance | 21,868,000 | 6,248,000 | ||||||||
Options granted | 5,695,286 | 5,695,286 | ||||||||
Kaixin Auto Group 2018 Plan | Vests monthly subsequent to replacement date | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 3 years | |||||||||
Kaixin Auto Group 2018 Plan | Maximum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Term of the options | P10Y |
SHARE-BASED COMPENSATION - Ka_3
SHARE-BASED COMPENSATION - Kaixin Auto 2019 Plan - Assumptions used in determining the fair value of share options granted (Details) - Kaixin Auto 2019 Plan - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate, minimum | 2.50% | |
Risk-free interest rate, maximum | 3.00% | |
Volatility, minimum | 45.00% | |
Volatility, maximum | 46.00% | |
Expected term (in years) | 10 years | |
Exercise price | $ 0.01 | |
Dividend yield | 0.00% | |
Fair value of the shares | $ 3.73 | |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value of the shares | $ 2.12 | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value of the shares | $ 3.36 |
SHARE-BASED COMPENSATION - Ka_4
SHARE-BASED COMPENSATION - Kaixin Auto Group 2019 Plan - Summary of share options outstanding (Details) - USD ($) $ / shares in Units, $ in Thousands | May 03, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Number of shares | |||
Balance at the beginning of period | 2,154,514 | ||
Forfeited | (165,264) | ||
Exercised | (499,456) | ||
Balance at the end of period | 1,489,794 | 2,154,514 | |
Expected to vest, at the end of period | 1,489,794 | ||
Exercisable, at the end of period | 425,460 | ||
Weighted average exercise price | |||
Balance at the beginning of period | $ 0.01 | ||
Forfeited | 0.01 | ||
Balance at the end of period | 0.02 | $ 0.01 | |
Expected to vest, at the end of period | 0.01 | ||
Exercisable, at the end of period | 0.01 | ||
Weighted Average grant date fair value per share | |||
Balance at the beginning of period | 3.20 | ||
Exercised | 3.23 | ||
Forfeited | 3.35 | ||
Balance at the end of period | 3.17 | $ 3.20 | |
Expected to vest, at the end of period | 3.17 | ||
Exercisable | $ 1.87 | ||
Weighted average remaining contractual years | |||
Outstanding at the end of the period (in years) | 9 years 29 days | 9 years 4 months 20 days | |
Vested and expected to vest at the end of the period (in years) | 9 years 29 days | ||
Exercisable at the end of the period (in years) | 8 years 3 months 25 days | ||
Weighted average intrinsic value | |||
Outstanding at the end of the period (in dollars) | $ 7,524 | $ 4,007 | |
Vested and expected to vest at the end of the period (in dollars) | 7,524 | ||
Exercisable at the end of the period (in dollars) | $ 1,583 | ||
Kaixin Auto 2019 Plan | |||
Number of shares | |||
Granted | 2,186,364 | ||
Weighted Average grant date fair value per share | |||
Granted | $ 3.21 |
SHARE-BASED COMPENSATION - Ka_5
SHARE-BASED COMPENSATION - Kaixin Auto 2019 Plan - fair value of share options granted (Details) - Kaixin Auto 2019 Plan - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Closing stock price | $ 3.73 | |
Weighted-average grant-date fair value of the share options granted | $ 3.21 | |
Aggregate grant date fair value of options | $ 7,794,799 | |
Unrecognized share-based compensation expense | $ 1,961 | |
Unrecognized share-based compensation expense, expected recognition period | 1 year 2 months 26 days |
SHARE-BASED COMPENSATION - Nonv
SHARE-BASED COMPENSATION - Nonvested Restricted Shares - (Details) - Kaixin Auto 2019 Plan - USD ($) $ / shares in Units, $ in Thousands | May 03, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Weighted average fair value per ordinary shares at the granted dates | |||
Weighted average period for unrecognized compensation cost | 1 year 2 months 26 days | ||
Restricted Stock | |||
Number of nonvested restricted shares | |||
Balance at the beginning of period | 1,446,111 | ||
Granted | 2,183,828 | 200,000 | |
Vested | (474,889) | ||
Forfeited | (13,232) | ||
Balance at the end of period | 1,157,990 | 1,446,111 | |
Weighted average fair value per ordinary shares at the granted dates | |||
Balance at the beginning of period | $ 3.36 | ||
Granted | 4.73 | ||
Forfeited | 3.94 | ||
Balance at the end of period | $ 3.36 | $ 3.36 | |
Total unrecognized compensation cost | $ 199 | ||
Weighted average period for unrecognized compensation cost | 7 months 24 days | ||
Total fair value of shares vested | $ 1,870 | $ 3,231 |
SHARE-BASED COMPENSATION - Renr
SHARE-BASED COMPENSATION - Renren Plan - Summary of share options outstanding with range of exercise prices (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($)$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options outstanding, Number outstanding | shares | 139,094,101 |
Options outstanding, Weighted average intrinsic value | $ | $ 5,754 |
Options exercisable, Number of exercisable | shares | 117,561,450 |
Options exercisable, Weighted average intrinsic value | $ | $ 4,863 |
Renren Plan | $0.01 ~ $0.18 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of exercise prices, lower limit | $ / shares | $ 0.01 |
Range of exercise prices, upper limit | $ / shares | $ 0.18 |
Options outstanding, Number outstanding | shares | 139,094,101 |
Options outstanding, Weighted average remaining contractual life | 5 years 4 months 24 days |
Options outstanding, Weighted average exercise price | $ / shares | $ 0.06 |
Options outstanding, Weighted average intrinsic value | $ | $ 5,754 |
Options exercisable, Number of exercisable | shares | 117,561,450 |
Options exercisable, Weighted average remaining contractual life | 5 years 1 month 9 days |
Options exercisable, Weighted average exercise price | $ / shares | $ 0.06 |
Options exercisable, Weighted average intrinsic value | $ | $ 4,863 |
SHARE-BASED COMPENSATION - Re_2
SHARE-BASED COMPENSATION - Renren Plan - Summary of share options outstanding (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of shares | |||
Balance at the beginning of period | 2,154,514 | ||
Exercised | (499,456) | ||
Forfeited | (165,264) | ||
Balance at the end of period | 1,489,794 | 2,154,514 | |
Exercisable, at the end of period | 425,460 | ||
Expected to vest, at the end of period | 1,489,794 | ||
Weighted average exercise price | |||
Balance at the beginning of period | $ 0.01 | ||
Forfeited | 0.01 | ||
Balance at the end of period | 0.02 | $ 0.01 | |
Exercisable, at the end of period | 0.01 | ||
Expected to vest, at the end of period | 0.01 | ||
Weighted Average grant date fair value per share | |||
Balance at the beginning of period | 3.20 | ||
Forfeited | 3.35 | ||
Balance at the end of period | $ 3.17 | $ 3.20 | |
Renren Plan | |||
Number of shares | |||
Balance at the beginning of period | 139,094,101 | 141,481,616 | |
Exercised | (2,268,420) | ||
Forfeited | (119,095) | ||
Balance at the end of period | 139,094,101 | ||
Exercisable, at the end of period | 117,561,450 | ||
Expected to vest, at the end of period | 21,532,651 | ||
Weighted average exercise price | |||
Balance at the beginning of period | $ 0.06 | $ 0.48 | |
Exercised | 0.06 | ||
Forfeited | 0.16 | ||
Balance at the end of period | 0.06 | ||
Exercisable, at the end of period | 0.06 | ||
Expected to vest, at the end of period | 0.06 | ||
Weighted Average grant date fair value per share | |||
Balance at the beginning of period | $ 0.64 | 0.64 | |
Exercised | 0.66 | ||
Forfeited | 0.15 | ||
Balance at the end of period | $ 0.64 | ||
Share-based compensation cost of the earnout shares | $ 109 | $ 2,390 | |
Total unrecognized compensation cost | $ 14,285 | ||
Weighted average period for unrecognized compensation cost | 3 years 14 days | ||
Renren Plan | Continuing operations | |||
Weighted Average grant date fair value per share | |||
Share-based compensation cost of the earnout shares | $ 18,640 |
SHARE-BASED COMPENSATION - No_2
SHARE-BASED COMPENSATION - Nonvested Restricted Shares of Renren plan (Details) - Renren Plan - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Weighted average fair value per ordinary shares at the granted dates | ||
Share-based compensation cost of the earnout shares | $ 109 | $ 2,390 |
Weighted average period for unrecognized compensation cost | 3 years 14 days | |
Restricted Stock | ||
Number of nonvested restricted shares | ||
Balance at the beginning of period | 73,772,379 | 10,802,683 |
Granted | 88,935,342 | |
Vested | (8,404,575) | |
Forfeited | (17,561,071) | |
Balance at the end of period | 73,772,379 | |
Weighted average fair value per ordinary shares at the granted dates | ||
Balance at the beginning of period | $ 0.21 | $ 0.95 |
Granted | 0.14 | |
Vested | 0.47 | |
Forfeited | 0.18 | |
Balance at the end of period | $ 0.21 | |
Share-based compensation cost of the earnout shares | $ 3,917 | |
Total unrecognized compensation cost | $ 15,345 | |
Weighted average period for unrecognized compensation cost | 5 years 2 months 19 days |
SHARE-BASED COMPENSATION - Shar
SHARE-BASED COMPENSATION - Share-based compensation expense - (Details) - Kaixin Auto 2019 Plan - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | $ 3,362 | $ 3,813 | $ 11,436 |
Selling and marketing | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | 648 | 658 | |
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | 162 | 206 | |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | $ 2,552 | $ 2,949 | $ 11,436 |
RELATED PARTY BALANCES AND TR_3
RELATED PARTY BALANCES AND TRANSACTIONS (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | ||
Amounts due to related parties | $ 2,960 | $ 4,214 |
Renren And Its Subsidiaries [Member] | ||
Related Party Transaction [Line Items] | ||
Amounts due to related parties | 2,255 | |
Ningbo Jiusheng Automobile Sales Co., Ltd. | ||
Related Party Transaction [Line Items] | ||
Amounts due to related parties | $ 705 | |
SVF | ||
Related Party Transaction [Line Items] | ||
Amounts due to related parties | $ 4,214 |
RELATED PARTY BALANCES AND TR_4
RELATED PARTY BALANCES AND TRANSACTIONS - Related party transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | |||
Proceeds of advances from related parties | $ 2,140 | $ 115,035 | $ 159,938 |
Renren And Its Subsidiaries [Member] | |||
Related Party Transaction [Line Items] | |||
Proceeds of advances from related parties | 2,140 | 113,400 | |
Loan guarantee provided by related parties | 76,007 | ||
SVF | |||
Related Party Transaction [Line Items] | |||
Proceeds of advances from related parties | 1,600 | ||
Promissory note to related party | 2,614 | ||
Proceeds from Ordinary shares issued | 4,213 | ||
Ningbo Jiusheng Automobile Sales Co., Ltd. | |||
Related Party Transaction [Line Items] | |||
Proceeds of advances from related parties | $ 666 | ||
Renren Inc. | |||
Related Party Transaction [Line Items] | |||
Repayment Of Loans To Renren Inc | $ 115,501 |
RELATED PARTY BALANCES AND TR_5
RELATED PARTY BALANCES AND TRANSACTIONS - Additional information (Details) - USD ($) $ in Thousands | Jun. 04, 2019 | Apr. 30, 2019 | Aug. 31, 2021 | Jun. 30, 2021 | Jun. 10, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | ||||||
Payments | $ 1,600 | |||||
Number of ordinary shares to be issued | 4,213,629 | |||||
Capital shares reserved for future issuance | 4,200,000 | |||||
Outstanding loans and receivables | $ 76,007 | |||||
Waiver agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Contribution with in two weeks after the closing of business combination | 1,600 | |||||
Liabilities to be paid by cash | 4,000 | |||||
Liabilities to be paid by non-cash | 2,600 | |||||
Restructuring debt prior to reverse recapitalization | $ 2,600 | |||||
East West Bank | Subsequent Event [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Short term debt | $ 2,000 | $ 6,130 |
LOSS PER SHARE (Details)
LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Net loss: | ||||
Loss from continuing operations | $ (5,320) | $ (69,068) | $ (88,938) | |
Loss from discontinued operations | (594) | |||
Net loss | (5,320) | (69,068) | (89,532) | |
Net loss attributable to the noncontrolling interest | (17) | (22,952) | (317) | |
Net loss attributable to Kaixin Auto Holdings' shareholders | $ (5,303) | $ (46,116) | $ (89,215) | |
Weighted average number of ordinary shares outstanding used in computing net loss per ordinary share - basic and diluted (2018 shares retroactively adjusted for the reverse recapitalization on April 30, 2019) | 41,715,834 | 33,146,593 | 24,984,300 | |
Net (loss) income per ordinary share attributable to Kaixin Auto Holdings' shareholders - basic: | ||||
Loss per share from continuing operations(i) | [1] | $ (0.13) | $ (1.39) | $ (3.56) |
Net loss per share attributable to KAH's shareholders - basic and diluted: | ||||
Loss per share from continuing operations(i) | [1] | (0.13) | (1.39) | (3.56) |
Loss per share from discontinued operations | [1] | (0.02) | ||
Net loss per share attributable to Kaixin Auto Holdings' shareholders - basic and diluted(i): | [1] | $ (0.13) | $ (1.39) | $ (3.58) |
Share options | ||||
Net loss per share attributable to KAH's shareholders - basic and diluted: | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 205,294 | 2,154,514 | 5,510,970 | |
Restricted Stock | ||||
Net loss per share attributable to KAH's shareholders - basic and diluted: | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,157,990 | 1,446,111 | ||
Warrants | ||||
Net loss per share attributable to KAH's shareholders - basic and diluted: | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 16,790,341 | 11,957,008 | ||
Preferred shares | ||||
Net loss per share attributable to KAH's shareholders - basic and diluted: | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,000 | |||
Earnout Shares | ||||
Net loss per share attributable to KAH's shareholders - basic and diluted: | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 19,500,000 | |||
Unit options | ||||
Net loss per share attributable to KAH's shareholders - basic and diluted: | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,440,000 | |||
Indemnity Shares | ||||
Net loss per share attributable to KAH's shareholders - basic and diluted: | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,300,000 | 3,300,000 | ||
[1] | Share and per share data have been retroactively restated to give effect to the reverse recapitalization that is discussed in Note 1(a) |
OPERATING LEASES - Summary of l
OPERATING LEASES - Summary of leases within our consolidated financial statements (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
OPERATING LEASES | ||
Right-of-use assets | $ 74 | $ 2,252 |
Lease liabilities - current | 39 | 1,785 |
Lease liabilities - non-current | 26 | 810 |
Total lease liabilities | $ 65 | $ 2,595 |
OPERATING LEASES - Operating le
OPERATING LEASES - Operating lease cost and short-term lease cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
OPERATING LEASES | ||
Operating lease expense excluding short-term rental expense | $ 182 | $ 1,811 |
Short-term lease cost | 434 | 1,597 |
Total lease cost | $ 616 | $ 3,408 |
OPERATING LEASES - Summary of_2
OPERATING LEASES - Summary of lease term and discount rate information related to leases (Details) | Dec. 31, 2020 | Dec. 31, 2019 |
OPERATING LEASES | ||
Weighted-average remaining lease terms | 1 year 8 months 12 days | 1 year 10 months 24 days |
Weighted-average discount rate: | 10.30% | 10.92% |
OPERATING LEASES - Summary of s
OPERATING LEASES - Summary of supplemental cash flow information related to leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
OPERATING LEASES | ||
Operating cash outflows from operating leases | $ 27 | $ 1,211 |
OPERATING LEASES - Maturities o
OPERATING LEASES - Maturities of lease liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
2021 | $ 44 | |
2022 | 27 | |
Total undiscounted lease payment | 71 | |
Less: Imputed interest | (6) | |
Total lease liabilities | $ 65 | $ 2,595 |
STATUTORY RESERVE AND RESTRIC_2
STATUTORY RESERVE AND RESTRICTED NET ASSETS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
STATUTORY RESERVE AND RESTRICTED NET ASSETS | |||
Percentage of after-tax profits required to be allocated to general reserve | 10.00% | ||
General reserve as a percentage of registered capital up to which after-tax profit of PRC subsidiaries and VIEs shall be transferred | 50.00% | ||
Appropriation to enterprise expansion reserve by the company's PRC subsidiaries | $ 0 | $ 0 | $ 0 |
Restricted net assets | $ 107,268 | $ 95,228 |
SUBSEQUENT EVENT (Details)
SUBSEQUENT EVENT (Details) - USD ($) $ / shares in Units, $ in Thousands | May 07, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 31, 2019 |
Proceeds from convertible loan | $ 21,000 | ||||
Sale of Stock, Price Per Share | $ 10 | ||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Ordinary shares, authorized | 500,000,000 | 200,000,000 | |||
Haitaoche Limited | |||||
Percentage of shareholding interest by the purchaser | 51.00% | ||||
Haitaoche Limited | Share Purchase Agreement [Member] | |||||
Equity interest subscribed | 100.00% | ||||
Shares issued as consideration | 74,035,502 | ||||
Renren Inc. | |||||
Proceeds from convertible loan | $ 6,000 | ||||
Subsequent Event [Member] | |||||
Gross proceeds from concurrent subscription | $ 50 | ||||
Ordinary shares, par value (in dollars per share) | $ 0.00005 | ||||
Ordinary shares, authorized | 1,000,000,000 | ||||
Subsequent Event [Member] | First Tranche [Member] | |||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | ||||
Subsequent Event [Member] | Second Tranche [Member] | |||||
Ordinary shares, par value (in dollars per share) | $ 0.00005 | ||||
Subsequent Event [Member] | Renren Inc. | |||||
Percentage of ownership interest held by related party | 72.00% | ||||
Proceeds from convertible loan | $ 6,000 | ||||
Conversion price (in dollars per unit) | $ 3 |
Additional Information-Financ_3
Additional Information-Financial Statement Schedule I Condensed Financial Information of Parent Company - BALANCE SHEETS (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current assets: | ||||
Cash | $ 3,162 | $ 3,190 | $ 7,950 | |
Total current assets | 46,786 | 51,985 | ||
TOTAL ASSETS | 48,467 | 54,390 | ||
Current liabilities: | ||||
Accrued expenses | 2,804 | 3,043 | ||
Warrant liabilities | 1,690 | |||
Total current liabilities | 40,936 | 51,049 | ||
Non-current liabilities: | ||||
Total non-current liabilities | 26 | 810 | ||
TOTAL LIABILITIES | 40,962 | 51,859 | ||
Deficit: | ||||
Ordinary shares | [1] | 6 | 5 | |
Additional paid-in capital | [1] | 196,335 | 186,450 | |
Accumulated deficit | (197,492) | (192,189) | ||
Accumulated other comprehensive income (loss) | (2,908) | (2,840) | ||
Total Kaixin Auto Holdings' shareholders' equity (deficit) | (55) | (4,570) | ||
TOTAL LIABILITIES AND EQUITY | 48,467 | 54,390 | ||
Reportable legal entities | Parent | ||||
Current assets: | ||||
Cash | 3,005 | 40 | ||
Total current assets | 3,005 | 40 | ||
Investment in subsidiaries | 899 | |||
TOTAL ASSETS | 3,005 | 939 | ||
Current liabilities: | ||||
Accrued expenses | 711 | 1,211 | ||
Amounts due to subsidiaries | 1,684 | |||
Amount due to related parties | 2,614 | |||
Warrant liabilities | 1,690 | |||
Total current liabilities | 2,401 | 5,509 | ||
Non-current liabilities: | ||||
Deficit of investment in subsidiaries | 659 | 0 | ||
TOTAL LIABILITIES | 3,060 | 5,509 | ||
Deficit: | ||||
Ordinary shares | 6 | 5 | ||
Additional paid-in capital | 196,335 | 186,450 | ||
Accumulated deficit | (193,488) | (188,185) | ||
Accumulated other comprehensive income (loss) | (2,908) | (2,840) | ||
Total Kaixin Auto Holdings' shareholders' equity (deficit) | (55) | (4,570) | ||
TOTAL LIABILITIES AND EQUITY | $ 3,005 | $ 939 | ||
[1] | Par value of ordinary shares, additional paid-in capital and share data have been retroactively restated to give effect to the reverse recapitalization discussed in Note 1(a) |
Additional Information-Financ_4
Additional Information-Financial Statement Schedule I Condensed Financial Information of Parent Company - STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Condensed Income Statements, Captions [Line Items] | |||
Selling and marketing | $ 2,588 | $ 14,364 | $ 24,077 |
Research and development | 757 | 3,357 | 4,419 |
General and administrative | 6,832 | 36,145 | 23,012 |
Total operating expenses | 7,256 | 127,957 | 51,508 |
Net loss | (5,303) | (46,116) | (89,215) |
Other comprehensive income (loss), net of tax: | |||
Foreign currency translation | 408 | (4,549) | 404 |
Comprehensive loss | (4,912) | (73,617) | (89,128) |
Parent | |||
Condensed Income Statements, Captions [Line Items] | |||
Selling and marketing | 54 | ||
Research and development | 204 | ||
General and administrative | 0 | 109 | 5,394 |
Reportable legal entities | Parent | |||
Condensed Income Statements, Captions [Line Items] | |||
Selling and marketing | (1,504) | ||
Research and development | (107) | ||
General and administrative | (3,745) | (371) | (11,505) |
Total operating expenses | (3,745) | (371) | (13,116) |
Equity in loss of subsidiaries and variable interest entities | (899) | (45,745) | (76,099) |
Net loss | (4,644) | (46,116) | (89,215) |
Other comprehensive income (loss), net of tax: | |||
Foreign currency translation | (68) | (4,222) | 404 |
Other comprehensive income (loss) | (68) | (4,222) | 404 |
Comprehensive loss | $ (4,712) | $ (50,338) | $ (88,811) |
Additional Information-Financ_5
Additional Information-Financial Statement Schedule I Condensed Financial Information of Parent Company - STATEMENTS OF CASH FLOWS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | |||||
Net loss | $ (5,320) | $ (69,068) | $ (89,532) | ||
Share-based compensation | 3,362 | 3,813 | 11,436 | ||
Changes in operating assets and liabilities: | |||||
Accrued expenses and other payables | 504 | 5,380 | 395 | ||
Prepaid expenses and other current assets | 19 | (12,527) | (22,967) | ||
Net cash used in operating activities | (3,878) | (4,745) | (9,749) | ||
Cash flows from investing activities: | |||||
Net cash provided by investing activities | 1,223 | 98,982 | |||
Cash flows from financing activities: | |||||
Proceeds from borrowings | 1,015 | 18,166 | 71,640 | ||
Repayment of borrowings | (3,238) | (51,214) | (107,500) | ||
Proceeds of advances from related parties | 2,140 | 115,035 | 159,938 | ||
Repayment of advances from related parties | (116,821) | (143,447) | |||
Proceeds from convertible loans | 21,000 | ||||
Proceeds from investors | 1,000 | 57,767 | |||
Net cash (used in) provided by financing activities | 3,917 | (6,328) | (138,637) | ||
Cash and restricted cash at beginning of year | 3,190 | 13,768 | 64,447 | ||
Effect of exchange rate changes | (67) | (728) | (1,275) | ||
Cash and restricted cash at end of year | 3,162 | 3,190 | 13,768 | ||
Reportable legal entities | Parent | |||||
Cash flows from operating activities: | |||||
Net loss | (5,302) | (46,116) | (89,215) | ||
Equity in loss of subsidiaries and variable interest entities | 899 | 45,745 | 76,099 | ||
Share-based compensation | 3,362 | 11,436 | |||
Changes in operating assets and liabilities: | |||||
Amounts due from/to related parties | (20,980) | 173 | |||
Accrued expenses and other payables | 2,347 | (292) | 581 | ||
Prepaid expenses and other current assets | 123 | ||||
Net cash used in operating activities | 1,306 | (21,520) | (926) | ||
Cash flows from investing activities: | |||||
Repayment of investment in subsidiaries | (2,340) | 1,586 | |||
Net cash provided by investing activities | (2,340) | 1,586 | |||
Cash flows from financing activities: | |||||
Proceeds from borrowings | 500 | ||||
Repayment of borrowings | (500) | ||||
Proceeds of advances from related parties | 950 | ||||
Repayment of advances from related parties | (1,050) | ||||
Proceeds from convertible loans | 21,000 | ||||
Proceeds from warrant liability | 3,000 | ||||
Proceeds from investors | 1,000 | ||||
Net cash (used in) provided by financing activities | 4,000 | 19,950 | 950 | ||
Net increase in cash | 2,965 | $ 16 | $ 24 | ||
Cash and restricted cash at beginning of year | 40 | 24 | |||
Effect of exchange rate changes | 0 | 0 | 0 | ||
Cash and restricted cash at end of year | $ 3,005 | $ 40 | $ 24 |
Additional Information-Financ_6
Additional Information-Financial Statement Schedule I Condensed Financial Information of Parent Company - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Apr. 30, 2019 | |
Condensed Financial Statements, Captions [Line Items] | |||
Par value of ordinary shares | $ 2 | ||
Retrospective adjustment to addition paid-in capital for subscription receivable | 2 | ||
Before adjustment | |||
Condensed Financial Statements, Captions [Line Items] | |||
Par value of ordinary shares | 16 | ||
Subscription receivable | $ 16 | ||
Parent | |||
Condensed Financial Statements, Captions [Line Items] | |||
Par value of ordinary shares | $ 2 | ||
Subscription receivable | 0 | ||
Retrospective adjustment to addition paid-in capital for subscription receivable | 2 | ||
Parent | Before adjustment | |||
Condensed Financial Statements, Captions [Line Items] | |||
Par value of ordinary shares | 16 | ||
Subscription receivable | $ 16 | ||
Parent | KAG | |||
Condensed Financial Statements, Captions [Line Items] | |||
Percentage of issued and outstanding shares acquired | 100.00% |