Exhibit 99.2
FORESIGHT AUTONOMOUS HOLDINGS LTD.
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2022
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, 2022
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, | |||||||
| 2022 | 2021 | |||||||
| ASSETS | Unaudited | Audited | ||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Short-term deposits | ||||||||
| Marketable equity securities | ||||||||
| Other current receivables | ||||||||
| Total current assets | ||||||||
| Non-current assets: | ||||||||
| Operating lease right of use asset | ||||||||
| Investment in equity securities | ||||||||
| Marketable 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, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Unaudited | Unaudited | |||||||||||||||
| Revenues | ||||||||||||||||
| Cost of revenues | ( | ) | ( | ) | ||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Research and development, net | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Sales and marketing | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| General and administrative | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Financing income (expenses), net | ( | ) | ( | ) | ||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||
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, 2021 | ( | ) | ||||||||||||||||||||
| Issuance of ordinary shares | ||||||||||||||||||||||
| Exercise of options | ||||||||||||||||||||||
| Exercise of warrants | ||||||||||||||||||||||
| Share-based payment | ||||||||||||||||||||||
| Loss for the year | -- | ( | ) | ( | ) | ( | ) | |||||||||||||||
| Balance as of December 31, 2021 | ( | ) | ||||||||||||||||||||
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, 2022 | ( |
) | ||||||||||||||||||||||||||
| Exercise of options | ||||||||||||||||||||||||||||
| Share-based payment | ||||||||||||||||||||||||||||
| Net loss | -- | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||
| Balance as of June 30, 2022 | ( |
) | ||||||||||||||||||||||||||
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, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| 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 | ( | ) | ( | ) | ||||||||||||
| Investment in marketable securities | ( | ) | ( | ) | ||||||||||||
| Purchase of fixed assets | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total net cash provided (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 | ( | ) | ( | ) | ( | ) | ||||||||||
| 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 the 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, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||||||
| Share-based payment | ||||||||||||||||
| Depreciation | ||||||||||||||||
| 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, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Operating leases | ||||||||||||||||
| Cash payments for operating leases | $ | $ | $ | $ | ||||||||||||
| Non-cash activity | ||||||||||||||||
| 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,
2022, comprise the Company and its fully owned subsidiaries in Israel and China (together referred to as the “Group”). The
Company, through of its subsidiaries, Foresight Automotive Ltd. (“Foresight Automotive”) and Foresight Changzhou Automotive
Ltd. (“Foresight Changzhou”), is a technology company developing smart multi-spectral vision software solutions including
modules of automatic calibration 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 and advanced analytics. 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. |
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, 2021.
The results of operation for the six and three months ended June 30, 2022, are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.
| 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 5, 2022, the Company announced the establishment of Foresight Changzhou, a wholly owned subsidiary, in Jiangsu Province, China. The Chinese subsidiary was established in cooperation with the China-Israel Changzhou Innovation Park (“CIP”), a bi-national governmental initiative that provides a unique platform for Israeli industrial companies seeking to enter the Chinese market. With the support of CIP’s facilities and its dedicated staff, Foresight Changzhou will receive a package of incentives and grants from the Jiangsu Province’s government to aid in overcoming barriers and achieving success in China. foresight Changzhou will hire local engineers and high-quality staff, who will be based in CIP. |
| B. | On January 30, 2022, at the Company’s extraordinary shareholders meeting, the Company’s shareholders
approved the extension of the research and development services agreement with Magna B.S.P. Ltd. (“Magna”). Subject to the
conditions prescribed in the agreement, Magna will continue to provide the Company with research and development services for a 12-month
period with an option to extend the agreement for two additional periods. Pursuant to the agreement, the monthly payment to Magna for
the research and development services will not exceed NIS |
| C. | On April 4, 2022, Rail Vision Ltd. (“Rail Vision”), an entity in which the Company owns a
minority stake, was listed on the Nasdaq Capital Market in conjunction with its initial public offering. The Company measures its investment
in Rail Vision in fair value through profit or loss. During the six-months ended June 30, 2022 the Company recognized financial expenses
from revaluation its investment in Rail Vision in the amount of $ |
| D. | On January 11, 2022, the Company issued |
| E. | On March 31, 2022, the Company issued options to purchase |
| F. | On May 24, 2022, the Company issued options to purchase |
| G. | On May 24, 2022, the Company’s Board of Directors approved a decrease in the exercise price of certain
options previously granted to certain employees of the Company from NIS |
9