Exhibit 99.1
FORESIGHT AUTONOMOUS HOLDINGS LTD.
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2021
U.S. DOLLARS IN THOUSANDS
(Except share and per share data and exercise prices)
(UNAUDITED)
FORESIGHT AUTONOMOUS HOLDINGS LTD.
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2021
U.S. DOLLARS IN THOUSANDS
(Except share and per share data and exercise prices)
(UNAUDITED)
INDEX
1
FORESIGHT AUTONOMOUS HOLDINGS LTD.
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
U.S. dollars in thousands
(Except share data)
June 30, | December 31, | |||||||
2021 | 2020 | |||||||
Unaudited | Audited | |||||||
ASSETS | ||||||||
Current Assets: | ||||||||
Cash and cash equivalents | $ | $ | ||||||
Restricted cash | ||||||||
Short-term deposits | ||||||||
Marketable equity securities | ||||||||
Other receivables | ||||||||
Total current assets | ||||||||
Non-current Assets: | ||||||||
Operating lease right of use asset | ||||||||
Investment in equity securities | ||||||||
Fixed assets, net | ||||||||
Total Non-current assets | ||||||||
Total assets | $ | $ | ||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
Current Liabilities: | ||||||||
Trade payables | $ | $ | ||||||
Operating lease liability | ||||||||
Other accounts payable | ||||||||
Total current liabilities | ||||||||
Operating Lease Liability | ||||||||
Total liabilities | $ | $ | ||||||
Shareholders’ Equity: | ||||||||
Ordinary shares, | par value; Authorized ||||||||
Additional paid-in-capital | ||||||||
Accumulated deficit | ( | ) | ( | ) | ||||
Total Foresight Autonomous Holdings Ltd. shareholders’ equity | ||||||||
Non-controlling interest | ||||||||
Total equity | ||||||||
Total liabilities and shareholders’ equity | $ | $ |
The accompanying notes are an integral part of the consolidated financial statements.
2
FORESIGHT AUTONOMOUS HOLDINGS LTD.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)
U.S. dollars in thousands
(Except share and per share data)
Six months ended | Three months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Unaudited | Unaudited | |||||||||||||||
Operating expenses: | ||||||||||||||||
Research and development, net | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
Marketing and sales | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
General and administrative | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Equity in net loss of an affiliated company | - | ( | ) | - | ( | ) | ||||||||||
Financing income, net | ||||||||||||||||
Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
Basic and diluted net loss per share from continuing operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
Weighted average number of shares outstanding used in computing basic and diluted net loss per share |
The accompanying notes are an integral part of the consolidated financial statements.
3
FORESIGHT AUTONOMOUS HOLDINGS LTD.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)
U.S. dollars in thousands
(Except share data)
Ordinary Shares | Additional paid-in | Accumulated | Total Foresight Autonomous Holdings Ltd. Shareholders’ | Non-controlling | Total shareholders’ | |||||||||||||||||||||||
Number | Amount | capital | deficit | equity | interest | equity | ||||||||||||||||||||||
Balance as of January 1, 2020 | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||
Issuance of ordinary shares | ||||||||||||||||||||||||||||
Exercise of options | ||||||||||||||||||||||||||||
Share-based payment | ||||||||||||||||||||||||||||
Loss for the year | -- | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
Balance as of December 31, 2020 | ( | ) |
The accompanying notes are an integral part of the consolidated financial statements.
4
FORESIGHT AUTONOMOUS HOLDINGS LTD.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)
U.S. dollars in thousands
(Except share data)
Ordinary Shares | Additional paid-in | Accumulated | Total Foresight Autonomous Holdings Ltd. Shareholders’ | Non-controlling | Total shareholders’ | |||||||||||||||||||||||
Number | Amount | capital | deficit | equity | interest | equity | ||||||||||||||||||||||
Balance as of January 1, 2021 | ( | ) | ||||||||||||||||||||||||||
Issuance of ordinary shares | ||||||||||||||||||||||||||||
Exercise of options and warrants | ||||||||||||||||||||||||||||
Share-based payment | ||||||||||||||||||||||||||||
Net loss | -- | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
Balance as of June 30, 2021 | ( | ) |
The accompanying notes are an integral part of the consolidated financial statements.
5
FORESIGHT AUTONOMOUS HOLDINGS LTD.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
U.S. dollars in thousands
Six months ended | Three months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Cash flows from operating activities: | ||||||||||||||||
Net loss for the period | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
Adjustments to reconcile loss to net cash used in operating activities | ( | ) | ||||||||||||||
Total net cash used in operating activities | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
Cash flows from investing activities: | ||||||||||||||||
Changes in short-term deposits | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Proceed from sales of marketable securities | ||||||||||||||||
Purchase of fixed assets | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Total net cash used in investing activities | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
Cash flows from financing activities: | ||||||||||||||||
Issuance of ordinary shares, net of issuance expenses | ||||||||||||||||
Proceeds from exercise of warrants | ||||||||||||||||
Proceeds from exercise of options | ||||||||||||||||
Total net cash provided by financing activities | $ | $ | $ | $ | ||||||||||||
Effect of exchange rate changes on cash and cash equivalents | ( | ) | ||||||||||||||
Increase (decrease) in cash, cash equivalents and restricted cash | ( | ) | ( | ) | ||||||||||||
Cash, cash equivalents and restricted cash at the beginning of the period | $ | $ | $ | $ | ||||||||||||
Cash, cash equivalents and restricted cash at end of the period | $ | $ | $ | $ |
The accompanying notes are an integral part of the consolidated financial statements.
6
FORESIGHT AUTONOMOUS HOLDINGS LTD.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
U.S. dollars in thousands
Six months ended | Three months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||||||
Share-based payment | ||||||||||||||||
Depreciation | ||||||||||||||||
Equity in loss of an affiliated company | ||||||||||||||||
Revaluation of marketable securities | ( | ) | ( | ) | ||||||||||||
Exchange rate changes on cash and cash equivalents | ( | ) | ( | ) | ( | ) | ||||||||||
Changes in assets and liabilities: | ||||||||||||||||
Decrease (increase) in other receivables | ( | ) | ( | ) | ||||||||||||
Increase (decrease) in trade payables | ( | ) | ( | ) | ( | ) | ||||||||||
Change in operating lease liability | ( | ) | ( | ) | ||||||||||||
Increase (decrease) in other accounts payable | ( | ) | ( | ) | ( | ) | ||||||||||
Adjustments to reconcile loss to net cash used in operating activities | $ | $ | $ | ( | ) | $ |
Supplemental cash flow information
Six months ended | Three months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Non-cash activities | ||||||||||||||||
Accrued issuance expenses | ||||||||||||||||
Operating leases | ||||||||||||||||
Cash payments for operating leases | $ | $ | $ | $ | ||||||||||||
New operating lease assets obtained in exchange for operating lease liabilities | $ | $ | $ | $ |
7
FORESIGHT AUTONOMOUS HOLDINGS LTD.
U.S. dollars in thousands
(Except share and per share data and exercise prices)
Notes to the Interim Condensed Consolidated Financial Statements (Unaudited)
NOTE 1 - GENERAL
A. | Reporting Entity |
Foresight Autonomous Holdings Ltd.
(the “Company”) is an Israeli resident company incorporated in Israel. The address of the Company’s registered office
is 7 Golda Meir St., Ness Ziona, Israel. The unaudited condensed consolidated interim financial statements of the Company as of June 30,
2021, comprise the Company and its fully owned subsidiaries in Israel (together referred to as the “Group”). The Company,
through of its subsidiary, Foresight Automotive Ltd. (“Foresight Automotive”), is a technology company developing smart multi-spectral
vision software solutions including modules of automatic calibration, sensor fusion and dense 3D point cloud that can be applied to different
markets such as automotive, defense, autonomous vehicles and heavy industrial equipment. In addition, the Company, through of its subsidiary,
Eye-Net Mobile Ltd. (“Eye-Net Mobile”), is also engaged in the development of a cellular-based solution suite that provides
real-time pre-collision alerts to enhance road safety and situational awareness for all road users in the urban mobility environment by
incorporating cutting-edge artificial intelligence (“AI”) technology. The ordinary shares of the Company, no par value each
(the “Ordinary Shares”), are registered for trade on the Tel Aviv Stock Exchange Ltd. In addition, since June 15, 2017, the
Company has American Depository Shares (“ADSs”) registered with the U.S. Securities and Exchange Commission.
B. | The Group’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to operationalize its technology before competitors develop similar technology. In addition, the Group is subject to risks from, among other things, competition associated within the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements and limited operating history. |
C. | In early 2020, the World Health Organization declared the rapidly spreading coronavirus disease (COVID-19) outbreak a pandemic. This pandemic has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. The Company considered the impact of COVID-19 on its operations and determined that there were no material adverse impacts on the Company’s results of operations and financial position as of June 30, 2021. These estimates may change, as new events occur and additional information is obtained. |
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
A. | Unaudited Interim Financial Statements |
The accompanying unaudited interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of the management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2020.
The results of operation for the three and six months ended June 30, 2021, are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.
B. | Significant Accounting Policies |
The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements.
C. | Use of estimates |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
8
FORESIGHT AUTONOMOUS HOLDINGS LTD.
U.S. dollars in thousands
(Except share and per share data and exercise prices)
Notes to the Interim Condensed Consolidated Financial Statements (Unaudited)
NOTE 3 - MATERIAL EVENTS IN THE REPORTING PERIOD
A. | On January 22, 2021, the Company entered into an At the Market Sales Agreement, (the “Sales Agreement”)
pursuant to which the Company may sell ADSs up to a total amount of $ |
B. | On January 18, 2021, the Company’s Board of Directors approved an extension of all the options previously
granted under the Company’s 2016 Equity Incentive Plan to seven years from the grant date instead of three years from the vesting
date. The Company recognized the incremental compensation cost attributable to vested options at the amount of $ |
On March 8, 2021, the Company’s
shareholders at an extraordinary general meeting approved an extension of the options already granted to three members of the Board of
Directors, the Chief Executive Officer, Vice President of Human Resources, and to one of its service providers, under the Company’s
2016 Equity Incentive Plan, to seven years from the grant date instead of three years from the vesting date. The Company recognized the
incremental compensation cost attributable to vested options at the amount of $
C. | On February 25, 2021, the Company issued options to purchase |
On March 25, 2021, and on June 3,
2021, the Company issued options to purchase
D. | On January 18, 2021, and on March 25, 2021, the Company granted options
to several service providers to purchase a total of |
E. | On May 23, 2021, the Company issued |
F. | On March 31, 2021, the Company exercised its option to extend its office
lease period of three years, ending March 31, 2024, and received an additional option to extend its office lease, at the same monthly
fee, for an additional three years ending March 31, 2027. As a result, the Company modified its Right of Use asset and the Operating lease
liability by the amounts of $ |
9