Form 1-K Issuer Information


FORM 1-K

UNITED STATE
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 1-K

OMB APPROVAL

OMB Number: ####-####

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1-K: Filer Information

Issuer CIK
0001688804
Issuer CCC
XXXXXXXX
Is filer a shell company?
o Yes x No
Is the electronic copy of an official filing submitted in paper format?
o
File Number
Is this filing by a successor company pursuant to Rule 257(b)(5) resulting from a merger or other business combination?
o Yes x No
Successor File Number
Is this a LIVE or TEST Filing?
x LIVE o TEST
Would you like a Return Copy?
x
Period
12-31-2020

Submission Contact Information

Name
Phone
E-Mail Address
Notify via Filing Website only?
o

1-K: Tab 1 Notification

This Form 1-K is to provide an
x Annual Report o Special Financial Report for the fiscal year
Fiscal Year End
12-31-2020
Exact name of issuer as specified in the issuer's charter
RSE Collection, LLC
CIK
0001688804
Jurisdiction of Incorporation / Organization
DELAWARE
I.R.S. Employer Identification Number
37-1835270

Address of Principal Executive Offices

Address 1
250 LAFAYETTE STREET
Address 2
2ND FLOOR
City
NEW YORK
State/Country
NEW YORK
Mailing Zip/ Postal Code
10012
Phone
3479528058
Title of each class of securities issued pursuant to Regulation A
Series #69BM1 - a series of RSE Collection, LLC

1-K: Summary Information Regarding Prior Offering and Proceeds

Summary Information

oThe following information must be provided for any Regulation A offering that has terminated or completed prior to the filing of this Form 1-K, unless such information has been previously reported in a manner permissible under Rule 257. If such information has been previously reported, check this box and leave the rest of Part I blank.

Commission File Number of the offering statement
024-10717
Date of qualification of the offering statement
08-10-2017
Date of commencement of the offering
08-14-2017
Amount of securities qualified to be sold in the offering
305527
Amount of securities sold in the offering
119451
Price per security
$ 65.0100
The portion of aggregate sales attributable to securities sold on behalf of the issuer
$ 0.00
The portion of the aggregate sales attributable to securities sold on behalf of selling securityholders
$ 0.00

Fees in connection with this offering and names of service providers.

Underwriters - Name of Service Provider
Underwriters - Fees
$
Sales Commissions - Name of Service Provider
Sales Commissions - Fee
$
Finders' Fees - Name of Service Provider
Finders' Fees - Fees
$
Audit - Name of Service Provider
EisnerAmper LLP
Audit - Fees
$ 0.00
Legal - Name of Service Provider
Duane Morris LLP
Legal - Fees
$ 0.00
Promoters - Name of Service Provider
Dalmore Group LLC
Promoters - Fees
$ 63611.00
Blue Sky Compliance - Name of Service Provider
Blue Sky Compliance - Fees
$
CRD Number of any broker or dealer listed
136352
Net proceeds to the issuer
$ 7701889.00
Clarification of responses (if necessary)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 1-K

 

ANNUAL REPORT PURSUANT TO REGULATION A

 

 

For the fiscal year ended:

December 31, 2020

 

RSE COLLECTION, LLC
(Exact name of issuer as specified in its charter)

 

Delaware

37-1835270

State of other jurisdiction of incorporation or

Organization

(I.R.S. Employer Identification No.)

 

250 LAFAYETTE STREET, 2nd FLOOR, NEW YORK, NY 10012

(Full mailing address of principal executive offices)

 

(347) 952-8058
(Issuer’s telephone number, including area code)

 

www.rallyrd.com
(Issuer’s website)

 

Series #69BM1 membership interests; Series #85FT1 membership interests; Series #88LJ1 membership interests; Series #55PS1 membership interests; Series #95BL1 membership interests; Series #89PS1 membership interests;  Series #90FM1 membership interests;  Series #83FB1 membership interests;  Series #98DV1 membership interests;  Series #93XJ1 membership interests;  Series #06FS1 membership interests;  Series #02AX1 membership interests;  Series #99LE1 membership interests;  Series #91MV1 membership interests;  Series #92LD1 membership interests;  Series #94DV1 membership interests;  Series #00FM1 membership interests;  Series #72MC1 membership interests;  Series #06FG1 membership interests;  Series #11BM1 membership interests;  Series #80LC1 membership interests;  Series #02BZ1 membership interests;  Series #88BM1 membership interests;  Series #63CC1 membership interests;  Series #76PT1 membership interests;  Series #75RA1 membership interests;  Series #65AG1 membership interests;  Series #93FS1 membership interests;  Series #61JE1 membership interests;  Series #90MM1 membership interests;  Series #65FM1 membership interests;  Series #88PT1 membership interests;  Series #94LD1 membership interests;  Series #99SS1 membership interests;  Series #94FS1 membership interests;  Series #61MG1 membership interests;  Series #92CC1 membership interests;  Series #89FT1 membership interests;  Series #80PN1 membership interests;  Series #89FG2 membership interests;  Series #88LL1 membership interests; Series #03SS1 membership interests

 

(Securities issued pursuant to Regulation A)


TABLE OF CONTENTS

 

MASTER SERIES TABLE3 

ITEM 1. DESCRIPTION OF BUSINESS11 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION14 

ITEM 3. DIRECTORS, EXECUTIVE OFFICERS, AND SIGNIFICANT EMPLOYEES28 

ITEM 4. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS32 

ITEM 5. RELATED PARTY TRANSACTIONS33 

ITEM 6. OTHER SIGNIFICANT INFORMATION34 

ITEM 7.  FINANCIAL STATEMENTS FOR THE FISCAL YEARS ENDED DECEMBER 31, 2020 AND 2019F-1 

EXHIBIT INDEXIII-1 

 

 

In this Annual Report, references to “we,” “us,” “our,” “RSE Collection,” or the “Company” mean RSE Collection, LLC, a Delaware series limited liability company formed on August 24, 2016.

 

THIS ANNUAL REPORT MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE.


MASTER SERIES TABLE

The master series table below, referred to at times as the “Master Series Table,” shows key information related to each series. This information will be referenced in the following sections when referring to the Master Series Table.

Series

Qualification Date

Underlying Asset

Agreement Type

Status

Opening Date (1)

Closing Date (1)

Offering Price per Interest

Minimum / Maximum Membership Interests (2)

Minimum / Maximum Offering Size

Sourcing Fee

Trading Window (6)

#77LE1

(5) 

1977 Lotus Esprit S1

Upfront Purchase

Closed

11/17/2016

4/13/2017

$38.85

2,000

$77,700
(3)

$3,443

4/8/2021

#69BM1

8/10/2017

1969 Ford Mustang Boss 302

Upfront Purchase

Closed

11/20/2017

2/7/2018

$57.50

2,000

$115,000
(3)

$2,986

3/25/2021

#85FT1

9/14/2017

1985 Ferrari Testarossa

Upfront Purchase

Closed

11/23/2017

2/15/2018

$82.50

2,000

$165,000
(3)

($17,859)

3/18/2021

#88LJ1

9/14/2017

1988 Lamborghini Jalpa

Upfront Purchase

Closed

2/9/2018

4/12/2018

$67.50

2,000

$135,000
(3)

$578

3/30/2021

#55PS1

9/14/2017

1955 Porsche 356 Speedster

Purchase Option Agreement

Closed

4/2/2018

6/6/2018

$212.50

2,000

$425,000
(3)

($3,357)

3/2/2021

#95BL1

5/24/2018

1995 BMW E36 M3 Lightweight

Upfront Purchase

Closed

6/1/2018

7/12/2018

$59.25

2,000

$118,500
(3)

($444)

3/4/2021

#89PS1

7/20/2018

1989 Porsche 911 Speedster

Purchase Agreement

Closed

7/23/2018

7/31/2018

$82.50

2,000

$165,000
(3)

$1,771

4/8/2021

#90FM1

7/20/2018

1990 Ford Mustang 7Up Edition

Purchase Agreement

Closed

7/24/2018

7/31/2018

$8.25

2,000

$16,500
(3)

$464

2/9/2021

#83FB1

3/29/2018

1983 Ferrari 512 BBi

Purchase Option Agreement

Closed

7/23/2018

9/5/2018

$70.00

5,000

$350,000
(3)

$9,162

4/29/2021

#98DV1

9/17/2018

1998 Dodge Viper GTS-R

Upfront Purchase

Closed

9/27/2018

10/10/2018

$65.00

2,000

$130,000
(3)

$2,314

3/25/2021

#06FS1

9/17/2018

2006 Ferrari F430 Spider "Manual"

Purchase Option Agreement

Sold -$227,500 Acquisition Offer Accepted on 05/10/2019

10/12/2018

10/19/2018

$39.80

5,000

$199,000

($8,327)

5/23/2019

#93XJ1

3/29/2018

1993 Jaguar XJ220

Purchase Option Agreement

Closed

8/22/2018

11/6/2018

$99.00

5,000

$495,000
(3)

($7,373)

4/1/2021

#02AX1

11/16/2018

2002 Acura NSX-T

Upfront Purchase

Closed

11/16/2018

11/30/2018

$54.00

2,000

$108,000
(3)

$1,944

2/25/2021


3


Series

Qualification Date

Underlying Asset

Agreement Type

Status

Opening Date (1)

Closing Date (1)

Offering Price per Interest

Minimum / Maximum Membership Interests (2)

Minimum / Maximum Offering Size

Sourcing Fee

Trading Window (6)

#99LE1

11/16/2018

1999 Lotus Esprit Sport 350

Upfront Purchase

Closed

11/23/2018

12/4/2018

$34.75

2,000

$69,500
(3)

$1,770

4/6/2021

#91MV1

11/16/2018

1991 Mitsubishi 3000GT VR4

Upfront Purchase

Closed

11/28/2018

12/7/2018

$19.00

2,000

$38,000
(3)

$600

4/6/2021

#92LD1

11/16/2018

1992 Lancia Delta Integrale Evo "Martini 5"

Upfront Purchase

Closed

12/7/2018

12/26/2018

$55.00

3,000

$165,000
(3)

$2,219

2/16/2021

#94DV1

11/16/2018

1994 Dodge Viper RT/10

Purchase Option Agreement

Closed

12/11/2018

12/26/2018

$28.75

2,000

$57,500
(3)

$1,841

3/11/2021

#00FM1

12/6/2018

2000 Ford Mustang Cobra R

Upfront Purchase

Sold -$60,000 Acquisition Offer Accepted on 04/15/2019

12/21/2018

1/4/2019

$24.75

2,000

$49,500

$965

4/24/2019

#72MC1

12/6/2018

1972 Mazda Cosmo Sport Series II

Purchase Agreement

Closed

12/28/2018

1/4/2019

$62.25

2,000

$124,500
(3)

$2,474

2/23/2021

#06FG1

12/6/2018

2006 Ford GT

Purchase Agreement

Closed

12/14/2018

1/8/2019

$64.00

5,000

$320,000
(3)

$3,198

4/15/2021

#11BM1

12/6/2018

2011 BMW 1M

Purchase Option Agreement

Closed

1/8/2019

1/25/2019

$42.00

2,000

$84,000
(3)

$517

3/11/2021

#80LC1

9/17/2018

1980 Lamborghini Countach LP400 S Turbo

Purchase Agreement

Closed

1/17/2019

2/8/2019

$127.00

5,000

$635,000
(3)

$9,216

2/16/2021

#02BZ1

12/6/2018

2002 BMW Z8

Purchase Agreement

Closed

1/6/2019

2/8/2019

$65.00

3,000

$195,000
(3)

$2,620

3/25/2021

#88BM1

12/6/2018

1988 BMW E30 M3

Upfront Purchase

Closed

1/11/2019

2/25/2019

$47.00

3,000

$141,000
(3)

$226

4/29/2021

#63CC1

3/6/2019

1963 Chevrolet Corvette Split Window

Upfront Purchase

Closed

3/8/2019

3/18/2019

$63.00

2,000

$126,000
(3)

$1,553

4/22/2021

#76PT1

3/6/2019

1976 Porsche 911 Turbo Carrera

Upfront Purchase

Closed

3/15/2019

3/22/2019

$63.30

3,000

$189,900
(3)

$1,793

4/8/2021


4


Series

Qualification Date

Underlying Asset

Agreement Type

Status

Opening Date (1)

Closing Date (1)

Offering Price per Interest

Minimum / Maximum Membership Interests (2)

Minimum / Maximum Offering Size

Sourcing Fee

Trading Window (6)

#75RA1

3/6/2019

1975 Renault Alpine A110 1300

Purchase Agreement

Closed

3/29/2019

4/9/2019

$28.00

3,000

$84,000
(3)

$3,732

3/18/2021

#65AG1

3/6/2019

1965 Alfa Romeo Giulia Sprint Speciale

Upfront Purchase

Closed

4/5/2019

4/16/2019

$89.25

2,000

$178,500
(3)

$1,903

2/25/2021

#93FS1

3/6/2019

1993 Ferrari 348TS Serie Speciale

Purchase Option Agreement

Closed

4/12/2019

4/22/2019

$68.75

2,000

$137,500
(3)

$1,272

3/30/2021

2003 Porsche 911 GT2

 

Cancelled / Underlying Asset Sold Pre-Offering

#61JE1

3/6/2019

1961 Jaguar E-Type

Upfront Purchase

Closed

4/19/2019

4/26/2019

$82.00

3,000

$246,000
(3)

$3,858

4/6/2021

#90MM1

3/6/2019

1990 Mazda Miata MX-5

Purchase Option Agreement

Closed

4/17/2019

4/26/2019

$5.32

5,000

$26,600
(3)

$918

4/1/2021

#65FM1

3/6/2019

1965 Ford Mustang 2+2 Fastback

Purchase Agreement

Closed

5/3/2019

7/18/2019

$41.25

2,000

$82,500
(3)

$1,966

2/11/2021

#88PT1

11/16/2018

1988 Porsche 944 Turbo S

Purchase Option Agreement

Closed

5/10/2019

7/18/2019

$30.00

2,200

$66,000
(3)

($2,214)

3/30/2021

#94LD1

12/6/2018

1994 Lamborghini Diablo SE30 Jota

Purchase Agreement

Closed

7/12/2019

8/6/2019

$119.50

5,000

$597,500
(3)

$11,251

4/15/2021

#99SS1

8/9/2019

1999 Shelby Series 1

Upfront Purchase

Closed

9/4/2019

9/11/2019

$137.50

1,000

$137,500
(3)

$1,815

4/1/2021

#94FS1

8/9/2019

1994 Ferrari 348 Spider

Purchase Agreement

Closed

9/12/2019

9/17/2019

$72.50

2,000

$145,000
(3)

$669

4/22/2021

#61MG1

3/6/2019

1961 Maserati 3500GT

Purchase Agreement

Closed

9/20/2019

9/30/2019

$68.00

5,000

$340,000
(3)

$4,613

2/9/2021

#92CC1

8/9/2019

1992 Chevrolet Corvette ZR1

Purchase Option Agreement

Closed

9/27/2019

10/2/2019

$26.25

2,000

$52,500
(3)

$2,875

4/8/2021

#89FT1

8/9/2019

1989 Ferrari Testarossa

Purchase Option Agreement

Closed

10/4/2019

10/11/2019

$45.00

4,000

$180,000
(3)

($400)

3/16/2021

#80PN1

10/23/2019

1980 Porsche 928

Upfront Purchase

Closed

11/1/2019

11/6/2019

$9.60

5,000

$48,000
(3)

($4,030)

3/9/2021


5


Series

Qualification Date

Underlying Asset

Agreement Type

Status

Opening Date (1)

Closing Date (1)

Offering Price per Interest

Minimum / Maximum Membership Interests (2)

Minimum / Maximum Offering Size

Sourcing Fee

Trading Window (6)

#89FG2

10/23/2019

1989 Ferrari 328 GTS

Upfront Purchase

Closed

11/8/2019

11/14/2019

$75.00

1,700

$127,500
(3)

$1,719

3/23/2021

#88LL1

8/9/2019

1988 Lamborghini LM002

Purchase Option Agreement

Closed

11/18/2019

12/8/2019

$146.00

2,000

$292,000
(3)

$3,115

3/4/2021

1990 Mercedes 190E 2.5-16 Evo II

 

Cancelled / Underlying Asset Sold Pre-Offering

#03SS1

12/9/2019

2003 Saleen S7

Upfront Purchase

Sold -$420,000 Acquisition Offer Accepted on 09/27/2020

7/6/2020

9/22/2020

$125.00

3,000

$375,000

$29,638

10/1/2020

1972 Ferrari 365 GTC/4

 

Cancelled / Underlying Asset Sold Pre-Offering

#82AB1

11/16/2018

1982 Alpina B6 2.8

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$58.86

1,760 / 2,200

$103,600 / $129,500

$13,110

 

#12MM1

3/6/2019

2012 McLaren MP4-12C

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$62.50

1,600 / 2,000

$100,000 / $125,000

$5,794

 

#55MG1

8/9/2019

1955 Mercedes-Benz 300SL

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$1,250.00

800 / 1,000

$1,000,000 / $1,250,000

$16,325

 

#65PT1

8/9/2019

1965 Porsche 356 SC

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$67.50

1,600 / 2,000

$108,000 / $135,000

$8,838

 

#73FD1

8/9/2019

1973 Ferrari 246 Dino GTS

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$142.50

1,600 / 2,000

$228,000 / $285,000

$13,213

 

#76FG1

8/9/2019

1976 Ferrari 308 GTB

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$37.00

4,000 / 5,000

$148,000 / $185,000

$3,133

 

#89NG1

8/9/2019

1989 Nissan GT-R Skyline

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$26.67

2,400 / 3,000

$64,000 / $80,000

$3,900

 

#90FF1

8/9/2019

1990 Ferrari F40

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$410.00

2,400 / 3,000

$984,000 / $1,230,000

$65,175

 

#95BE1

8/9/2019

1995 Bugatti EB110

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$170.00

4,000 / 5,000

$680,000 / $850,000

$49,525

 

#67FG1

9/11/2019

1967 Ferrari 330 GTC

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$208.33

2,400 / 3,000

$500,000 / $625,000

$30,263

 


6


Series

Qualification Date

Underlying Asset

Agreement Type

Status

Opening Date (1)

Closing Date (1)

Offering Price per Interest

Minimum / Maximum Membership Interests (2)

Minimum / Maximum Offering Size

Sourcing Fee

Trading Window (6)

#67CC1

9/11/2019

1967 Chevrolet Corvette 427/435 L71

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$100.00

1,600 / 2,000

$160,000 / $200,000

$11,200

 

#91GS1

10/23/2019

1991 GMC Syclone

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$7.90

4,400 / 5,500

$34,760 / $43,450

$5,653

 

#67FS1

10/23/2019

1967 Ford Shelby GT500

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$48.75

3,200 / 4,000

$156,000 / $195,000

$17,788

 

#72PT1

10/23/2019

1972 Porsche 911S Targa

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$110.00

1,600 / 2,000

$176,000 / $220,000

$5,850

 

#08TR1

10/23/2019

2008 Tesla Signature 100 Roadster

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$20.00

4,000 / 5,000

$80,000 / $100,000

$17,950

 

#63PT1

10/23/2019

1963 Porsche 356 Super 90

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$70.00

1,760 / 2,200

$123,200 / $154,000

$12,250

 

#55MS1

10/23/2019

1955 Mercedes-Benz 190SL

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$97.50

1,760 / 2,200

$171,600 / $214,500

$6,288

 

#67MS1

10/23/2019

1967 Mercedes-Benz 250SL 5-Speed

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$80.00

1,600 / 2,000

$128,000 / $160,000

$12,900

 

#99FF1

10/23/2019

1999 Ferrari 355

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$62.50

1,760 / 2,200

$110,000 / $137,500

$6,763

 

#69PN1

10/23/2019

1969 Porsche 912

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$19.00

4,000 / 5,000

$76,000 / $95,000

$9,788

 

#90FT1

10/23/2019

1990 Ferrari Mondial t

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$41.25

1,600 / 2,000

$66,000 / $82,500

$5,256

 

#91JX1

12/9/2019

1991 Jaguar XJR-15

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$310.00

4,000 / 5,000

$1,240,000 / $1,550,000

$22,875

 

#87FF1

5/6/2020

1987 Ferrari 412

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$129.80

880 / 1,100

$114,224 / $142,780

$12,603

 

#72FG1

5/6/2020

1972 Ferrari 365 GTC/4

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$63.00

4,381 / 5,476

$276,000 / $345,000

$27,356

 


7


Series

Qualification Date

Underlying Asset

Agreement Type

Status

Opening Date (1)

Closing Date (1)

Offering Price per Interest

Minimum / Maximum Membership Interests (2)

Minimum / Maximum Offering Size

Sourcing Fee

Trading Window (6)

#99FG1

5/6/2020

1999 Ferrari 456M GT

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$66.25

1,760 / 2,200

$116,600 / $145,750

$5,815

 

#91DP1

5/6/2020

1991 DeTomaso Pantera Si

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$79.50

4,000 / 5,000

$318,000 / $397,500

$15,362

 

#89FG1

5/6/2020

1989 Ferrari 328 GTS

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$27.50

3,200 / 4,000

$88,000 / $110,000

$9,363

 

#66AV1

5/6/2020

1966 Aston Martin DB6 Vantage

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$161.67

2,400 / 3,000

$388,000 / $485,000

$21,413

 

#99LD1

5/6/2020

1999 Lamborghini VT Roadster

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$172.50

1,600 / 2,000

$276,000 / $345,000

$13,863

 

#64AD1

5/6/2020

1964 Aston Martin DB5

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$189.00

4,000 / 5,000

$756,000 / $945,000

$21,163

 

#95FM1

5/6/2020

1995 Ferrari 512 M

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$230.00

1,600 / 2,000

$368,000 / $460,000

$27,150

 

#61JC1

5/6/2020

1961 Jaguar E-Type FHC

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$65.00

2,400 / 3,000

$156,000 / $195,000

$11,288

 

#94BE1

5/6/2020

1994 EB110 SS Dauer SportWagen S

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$200.00

4,000 / 5,000

$800,000 / $1,000,000

$38,700

 

#79PT1

5/6/2020

1979 Porsche 930 Turbo

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$77.50

1,600 / 2,000

$124,000 / $155,000

$7,334

 

#68CC1

5/6/2020

1968 Chevrolet Corvette

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$67.50

1,600 / 2,000

$108,000 / $135,000

$11,763

 

#78MM1

5/6/2020

1978 Maserati Merak

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$97.50

800 / 1,000

$78,000 / $97,500

$4,994

 

#81DD1

5/6/2020

1981 DeLorean DMC-12

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$24.00

2,400 / 3,000

$57,600 / $72,000

$5,019

 

#98AX1

5/6/2020

1998 Acura NSX

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$110.00

800 / 1,000

$88,000 / $110,000

$7,363

 


8


Series

Qualification Date

Underlying Asset

Agreement Type

Status

Opening Date (1)

Closing Date (1)

Offering Price per Interest

Minimum / Maximum Membership Interests (2)

Minimum / Maximum Offering Size

Sourcing Fee

Trading Window (6)

#08MS1

5/6/2020

2008 Mercedes-Benz SLR McLaren

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$106.67

2,400 / 3,000

$256,000 / $320,000

$7,600

 

#11FG1

5/6/2020

2011 Ferrari 599 GTO

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$142.50

3,200 / 4,000

$456,000 / $570,000

$26,225

 

#06FG2

5/6/2020

2006 Ford GT Heritage

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$97.50

3,200 / 4,000

$312,000 / $390,000

$16,375

 

#74AM1

5/6/2020

1974 Alfa Romeo Montreal

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$15.60

4,000 / 5,000

$62,400 / $78,000

$4,535

 

#74PN1

5/6/2020

1974 Porsche 911

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$20.50

3,200 / 4,000

$65,600 / $82,000

$3,465

 

#74AV1

5/6/2020

1974 Alfa Romeo GTV

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$27.50

1,600 / 2,000

$44,000 / $55,000

$4,650

 

#93MR1

5/6/2020

1993 Mazda RX-7

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$29.75

1,600 / 2,000

$47,600 / $59,500

$1,305

 

#91AX1

6/30/2020

1991 Acura NSX

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$50.00

2,400 / 3,000

$120,000 / $150,000

$2,475

 

#71DZ1

6/30/2020

1971 Datsun 240Z

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$30.00

3,200 / 4,000

$96,000 / $120,000

$4,200

 

#84PN1

6/30/2020

1984 Porsche 944

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$9.25

3,200 / 4,000

$29,600 / $37,000

$1,430

 

#69CC1

6/30/2020

1969 Chevrolet COPO Camaro

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$55.00

2,400 / 3,000

$132,000 / $165,000

$5,213

 

#64VP1

6/30/2020

1964 Volvo P1800

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$16.00

2,400 / 3,000

$38,400 / $48,000

$2,120

 

#93PN1

6/30/2020

1993 Porsche 968 CS

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$46.00

1,600 / 2,000

$73,600 / $92,000

$3,490

 

#74DP1

6/30/2020

1974 Detomaso Pantera GTS

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$42.00

3,200 / 4,000

$134,400 / $168,000

$2,160

 


9


Series

Qualification Date

Underlying Asset

Agreement Type

Status

Opening Date (1)

Closing Date (1)

Offering Price per Interest

Minimum / Maximum Membership Interests (2)

Minimum / Maximum Offering Size

Sourcing Fee

Trading Window (6)

#93FM1

6/30/2020

1993 Ford Mustang Feature Edition

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$8.50

4,000 / 5,000

$34,000 / $42,500

$1,375

 

#63VK1

6/30/2020

1963 Volkswagen Karmann Ghia

Purchase Option Agreement  (4)

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$15.00

2,400 / 3,000

$36,000 / $45,000

$3,150

 

#82AV1

6/30/2020

1982 Aston Martin V8 Vantage 'Oscar India'

Upfront Purchase

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$59.50

4,000 / 5,000

$238,000 / $297,500

$3,911

 

#95FF1

12/9/2019 

1995 Ferrari 355 Spider

Upfront Purchase

Upcoming

Q2 2021 or Q3 2021

Q2 2021 or Q3 2021

$10.00

9,600 / 12,000

$96,000 / $120,000

$4,500

 

Note: Gray shading represents Series for which no Closing of an Offering has occurred. Orange represents sale of Series’ Underlying Asset.

(1)If exact Offering dates (specified as Month Day, Year) are not shown, then expected Offering dates are presented.  

(2)Interests sold in Series is limited to 2,000 “qualified purchasers” with a maximum of 500 non - “accredited investors.”  

(3)Represents the actual Offering Size, number of Interests sold and fees at the Closing of the Offering.  

(4)Values are based on current or anticipated negotiations of the terms of the respective purchase option agreements or purchase agreements and may be subject to change.  

(5)Interests in Series #77LE1 were issued under Rule 506(c) of Regulation D and were thus not qualified under the Company’s Offering Circular (as amended). All other Interests in Series of the Company were issued under Tier 2 of Regulation A+. 

(6)Represents most recent Trading Window for Series as of the date of this filing. Blank cells indicate that no Trading Window for Series has yet occurred as of the date of this filing.  


10


ITEM 1. DESCRIPTION OF BUSINESS

Company History

The Company’s core business is the identification and acquisition of collectible automobiles (“Automobile Assets” or the “Asset Class”) and the management and marketing of a collection of Automobile Assets, as selected and acquired by the Company for the benefit of investors. RSE Markets, Inc., a Delaware corporation formed on April 28, 2016 (“RSE Markets”), is the manager of the Company (the “Manager”) and also serves as the asset manager for the collection of Automobile Assets owned by the Company and each series (the “Asset Manager”). Effective on March 26, 2021 RSE Collection Manager, LLC, a single member Delaware limited liability company formed on March 16, 2021 and owned by Rally Holdings LLC, a single member Delaware limited liability company formed on October 27, 2020 (“Rally Holdings”) and a wholly owned subsidiary of RSE Markets, Inc., became the Manager of the Company, and Rally Holdings became the Asset Manager of the Company. The Company issues membership interests (the “Interests”) in a number of separate individual series (each, a “Series”) of the Company (each, an “Offering”). There will be a separate closing with respect to each Offering (each, a “Closing”). Each Series will own a unique Automobile Asset (an “Underlying Asset”) and the assets and liabilities of each Series will be separate in accordance with Delaware law. A purchaser of Interests (an “Investor”) in any Series acquires a proportional share of assets, liabilities, profits, and losses as they pertain to a particular Series, and the sole assets and liabilities of any given Series at the time of an Offering related to that particular Series is a single Underlying Asset (plus any cash reserves for future Operating Expenses (as described in Note B(5)) as well as certain liabilities related to expenses pre-paid by the Asset Manager. Any individuals, dealers or auction company which owns an Underlying Asset prior to a purchase of an Underlying Asset by the Company in advance of a potential Offering or the Closing of an Offering from which proceeds are used to acquire the Underlying Asset are referred to as “Asset Sellers.” “Current Period” refers to the time period between January 1, 2020 and December 31, 2020. “Prior Period” refers to the time period between January 1, 2019 and December 31, 2019. The Manager has assembled a network of advisors with experience in the Asset Class (an “Advisory Board”) to assist the Manager in identifying, acquiring and managing Underlying Assets, as well as other aspects of the Platform (as defined below).

Description of the Business

The Company’s mission is to leverage technology and design, modern business models influenced by the sharing economy, and advancements in the financial regulatory environment to democratize the Asset Class. The Company aims to provide enthusiasts with access to the market by enabling them to create a diversified portfolio of equity Interests in the highest quality Automobile Assets through a seamless investment experience on the Rally Rd.TM platform (the “Platform”). Additionally, Investors will have the opportunity to participate in a unique collective ownership experience, including museum/retail locations and social events, as part of the membership experience programs, as defined below.

The Company, with the support of the Manager and its affiliates and through the use of the Platform, aims to provide:

(i)Investors with access to the highest quality Automobile Assets for investment, portfolio diversification and secondary market liquidity for their Interests, through the liquidity platform (the “Liquidity Platform”) on the Platform, or otherwise, although there can be no guarantee that a secondary market will ever develop, through the Liquidity Platform, or otherwise, or that appropriate registrations to permit such secondary trading will ever be obtained. 

(ii)Asset Sellers with greater market transparency and insights, lower transaction costs, increased liquidity, a seamless and convenient sale process, portfolio diversification and the ability to build equity positions in assets via the Interests issued to Asset Sellers in Offerings for Series Interest conducted through the Platform, as part of total purchase consideration to Asset Sellers.  

(iii) All Platform users with a premium, highly curated, engaging Automobile Asset media experience, including “fantasy collecting” features. The investable assets on the Platform will be supplemented with “private”  


11


assets, which will be used to generate conversation, support the “fantasy collecting” component of the Platform and enable users to share personal sentiment on all types of assets.

(iv)All Platform users and others with opportunities to engage with the Underlying Assets in the Company’s collection through a diverse set of tangible interactions with assets on the Platform and unique collective ownership experiences (together, the “Membership Experience Programs”) such as: 

·Track-day events (e.g., driving experiences with professional drivers, collector car meet-ups, major auction presence); 

·Visit & interact at Rally Rd.™ Museums (i.e., Open HQ, warehouse visits, pop-up shops with partner businesses, or “tents” at major auctions/events where users can view the Underlying Assets in person and interact with each other in a social environment); 

·Asset sponsorship models (e.g. corporate sponsors or individuals pay for assets to appear in movies, commercials or at events); and 

·Other asset-related products (e.g., merchandise, social networking, communities). 

Competition

Although the Company’s business model is unique in the Asset Class, there is potentially significant competition for the Underlying Assets, which the Company securitizes through its Offerings, from many different market participants. While the majority of transactions continue to be peer-to-peer with very limited public information, other market players such as dealers and auction houses continue to play a prominent role.

Most of our current and potential competitors in the Asset Class, such as dealers and auction houses, have significantly greater financial, marketing and other resources than we do and may be able to devote greater resources to sourcing the Automobile Assets that the Company competes for. In addition, almost all of these competitors, in particular the auction houses, have longer operating histories and greater name recognition than we do and operate on a more established business model.

There are also competing start-up models to facilitate shared ownership of Automobile Assets, developing in the industry, which will result in additional competition for Automobile Assets, but so far none of these models focus on the regulated securities market.

With the continued increase in popularity of the Asset Class, we expect competition for Automobile Assets to intensify in future. Increased competition may lead to increased prices, which will reduce the potential value appreciation that Investors may be able to achieve by owning Interests in the Company’s Offerings and will decrease the number of high-quality assets the Company can securitize through the Platform.

In addition, there are companies that are developing crowd funding models for other alternative asset classes such as racehorses, sports memorabilia or art, who may decide to enter the Asset Class as well.

Customers

We target the broader U.S. Asset Class enthusiast and the U.S. millennial market as our key customer bases. The customers of the Company are the Investors in each Series that has closed an Offering. As of the date of this filing, the Company has closed the Offerings highlighted in white in the Master Series Table.  

Facilities

The Manager intends to operate the Company and manage the collection in a manner that will focus on the ongoing security of all Underlying Assets. The Manager will store the Underlying Assets, along with other assets, in a professional facility and in accordance with standards commonly expected when managing Automobile Assets of equivalent value and always as recommended by the Company’s Advisory Board.

The Company has leased or contracted for space in one purpose built, secure, temperature-controlled storage facility in New Jersey for the purposes of storing the Underlying Assets in a highly controlled environment


12


other than when some or all of the Underlying Assets are used in Membership Experience Programs or are otherwise being utilized for marketing or similar purposes. The facility used by the Company is monitored by staff approximately 40 hours per week and is under constant video surveillance. Each of the Underlying Assets in the collection are inspected and exercised appropriately on a regular basis according to the maintenance schedule defined for each Underlying Asset by the Asset Manager in conjunction with members of the Company’s Advisory Board. In addition to the storage facilities, as part of the Membership Experience Program, the Manager of the Company opened a showroom in New York City in 2019.

The Manager and the Asset Manager are located at 250 Lafayette Street, 2nd Floor, New York, NY 10012. The Asset Manager presently has twenty-four full-time employees and five part-time contractors. Neither the Manager nor the Company have any employees.

Government Regulation

Regulation of the automobile industry varies from jurisdiction to jurisdiction and state to state. In any jurisdictions or states in which the Company operates, it may be required to obtain licenses and permits to conduct business, including dealer and sales licenses and titles and registrations issued by state and local regulatory authorities, and will be subject to local laws and regulations, including, but not limited to, import and export regulations, emissions standards, laws and regulations involving sales, use, value-added and other indirect taxes.

Claims arising out of actual or alleged violations of law, including certain matters currently under investigation by the SEC, could be asserted against the Company by individuals or governmental authorities and could expose the Company or each Series to significant damages or other penalties, including revocation or suspension of the licenses necessary to conduct business and fines.

Legal Proceedings

None of the Company, any Series, the Manager, the Asset Manager or any director or executive officer of the Manager or Asset Manager is presently subject to any material legal proceedings.


13


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

We have devoted substantially all our efforts to establishing our business and principal operations, which commenced in late 2017. Because of the early-stage nature of the Company’s and the Manager’s business the reported financial information herein will likely not be indicative of future operating results or operating conditions. We are in large part reliant on the Asset Manager and its employees to grow and support our business. There are a number of key factors that will potentially impact our operating results going forward including the Asset Manager’s ability to:

-continue to source high quality Automobile Assets at reasonable prices to securitize through the Platform; 

-market the Platform and the Offerings in individual Series of the Company and attract Investors to the Platform to acquire the Interests issued by Series of the Company; 

-find and retain operating partners to support the regulatory and technology infrastructure necessary to operate the Platform; 

-continue to develop the Platform and provide the information and technology infrastructure to support the issuance of Interests in Series of the Company; and 

-find operating partners to manage the collection of Underlying Assets at a decreasing marginal cost per asset. 

No revenue models have been developed at the Company or Series level and we do not expect either the Company or any of its Series to generate any revenues for some time. We will update the appropriate disclosure at such time as revenue models have been developed.

 

At the time of this filing all of the Series designated as closed in the Master Series Table have commenced operations, are capitalized and have assets and various Series have liabilities. All assets and liabilities related to the Series described in the Master Series Table will be the responsibility of the Series from the time of the Closing of the respective Offerings. All Series highlighted in gray in the Master Series Table, have not had a Closing, but we have, or are in the process of launching these and subsequent Offerings for additional Series. Series whose Underlying Assets have been sold will subsequently be dissolved and are highlighted in orange in the Master Series Table.


14


Historical Investments in Underlying Assets

We provide investment opportunities in Automobile Assets to Investors through the Platform, financed through various methods including, loans from officers of the Manager or other third-parties, when we purchase an Underlying Asset prior to the Closing of an Offering, and through purchase option agreements negotiated with third-parties or affiliates, when we finance the purchase of an Underlying Asset with the proceeds of an Offering. Additional information can be found below and in the Master Series Table.

We received multiple loans or payments from various parties to support the financing of the acquisition of the Underlying Assets, for which the details are listed in the tables below. Such payments or loans have been or will be repaid from the proceeds of successful Series’ initial Offering, if necessary. Upon completion of the Offering of each of the Series of Interests, it is proposed that each of these Series shall acquire their respective Underlying Assets for the aggregate consideration consisting of cash and Interests as the authorized officers of the Manager may determine in their reasonable discretion in accordance with the disclosures set forth in these Series’ Offering documents. In various instances, as noted in the tables below, the Asset Seller is issued Interests in a particular Series as part of the total purchase consideration to the Asset Seller. In addition, there are instances where the Company finances an acquisition through the proceeds of the Offering, in the case of a purchase option, and as such requires no additional financing or only financing to make an initial down payment, as the case may be.

The Company incurred the “Acquisition Expenses,” which include transportation of the Automobile Assets to the Manager’s storage facility, pre-purchase inspection, pre-Offering refurbishment, and other costs detailed in the Manager’s allocation policy, listed in the tables below, the majority of which are capitalized into the purchase prices of the various Underlying Assets. Acquisition Expenses such as interest expense on a loan to finance an acquisition or marketing expenses related to the promotional materials created for an Underlying Asset are not capitalized. The Acquisition Expenses are generally initially funded by the Manager or its affiliates but will be reimbursed with the proceeds from an Offering related to such Series, to the extent described in the applicable Offering documents. In the event that certain Acquisition Expenses are anticipated prior to the Closing of an Offering but are incurred only after the Closing, for example transportation fees related to transportation from the Asset Seller to the Company’s storage facility, additional cash from the proceeds of the Offering will be retained on the Series balance sheet to cover such future anticipated Acquisition Expenses after the Closing of the Offering.


15


Current Period

During the Current Period we have entered into agreements, had Closings, and incurred Acquisition Expenses as listed in the table below.

Series - Series Name

Agreement Type - Date of Agreement

Closing Date (1)

Purchase Price (2)

Financed via - Officer Loan / 3rd Party Loan

Financed via – the Manager

Financed via - Offering Proceeds

Interests Issued to Asset Seller

Percent Owned by Asset Seller

Acquisition Expenses

#88PT1

Purchase Option Agreement / 04/26/2019

7/18/2019

$61,875

$0

$0

$0

$0

0%

$291

#88LL1

Purchase Option Agreement / 03/22/2019

12/8/2019

$275,000

$0

$0

$0

$0

0%

$300

#03SS1

Upfront Purchase / 12/22/2019

9/22/2020

$330,000

$0

$0

$0

$0

0%

$3,250

#95FF1

Upfront Purchase / 11/20/2019

Q1 2021 or Q2 2021

$105,000

$0

$0

$0

$0

0%

$838

Total for 2020

New Agreements: 0

Closings: 1

$0

$0

$0

$0

$0

 

$4,679

 

Note: Gray shading represents Series for which no Closing of an Offering has occurred as of the end of the Current Period. Orange shading represents sale of Series’ Underlying Asset as of the end of the Current Period. Totals include Purchase Price related to Underlying Assets subsequently sold as of the end of the Current Period.   

Note: New Agreements and Closings represent only those agreements signed and those Offerings closed in the Current Period.

Note: Purchase Price, Downpayment Amount, Financings and Acquisition Expenses represent only the incremental amounts for the Current Period i.e. if an Underlying Asset was purchased in a previous period, but had a Closing in the Current Period, it would not contribute to the totals for the Current Period.

(1)If exact Offering dates (specified as Month Day, Year) are not shown, then expected Offering dates are presented. 

(2)Values are based on current negotiations of the terms of the respective purchase option agreements or purchase agreements and may be subject to change. 


16


 

Prior Period

During the Prior Periods 2017 - 2019 we have entered into agreements, had Closings, and incurred Acquisition Expenses as listed in the table below.

Series - Series Name

Agreement Type - Date of Agreement

Closing Date (1)

Purchase Price (2)

Financed via - Officer Loan / 3rd Party Loan

Financed via - the Manager

Financed via - Offering Proceeds

Interests Issued to Asset Seller

Percent Owned by Asset Seller

Acquisition Expenses

#55PS1

Purchase Option Agreement / 07/01/2017

6/6/2018

$405,000

$0

$0

$0

$0

0%

$286

#90FM1

Purchase Agreement / 07/01/2018

7/31/2018

$14,500

$0

$0

$0

$0

15%

$286

#83FB1

Purchase Option Agreement / 10/31/2017

9/5/2018

$330,000

$0

$0

$0

$0

0%

$286

#06FS1

Purchase Option Agreement / 10/05/2018

10/19/2018

$192,500

$0

$0

$0

$0

0%

$286

#93XJ1

Purchase Option Agreement / 12/15/2017

11/6/2018

$460,000

$0

$0

$0

$0

0%

$286

#02AX1

Upfront Purchase / 09/19/2018

11/30/2018

$100,000

$0

$0

$0

$0

0%

$286

#99LE1

Upfront Purchase / 10/04/2018

12/4/2018

$62,100

$0

$0

$0

$0

0%

$286

#91MV1

Upfront Purchase / 10/12/2018

12/7/2018

$33,950

$0

$0

$0

$0

0%

$287

#92LD1

Upfront Purchase / 09/21/2018

12/26/2018

$146,181

$0

$0

$0

$0

0%

$918

#94DV1

Purchase Option Agreement / 10/04/2018

12/26/2018

$52,500

$0

$0

$0

$0

0%

$287

#00FM1

Upfront Purchase / 10/12/2018

1/4/2019

$43,000

$0

$0

$0

$0

0%

$286

#72MC1

Purchase Agreement / 11/01/2018

1/4/2019

$115,000

$0

$0

$65,200

$49,800

40%

$562

#06FG1

Purchase Agreement / 10/23/2018

1/8/2019

$309,000

$0

$0

$0

$0

0%

$286

#11BM1

Purchase Option Agreement / 10/20/2018

1/25/2019

$78,500

$0

$70,650

$0

$0

0%

$1,786


17


Series - Series Name

Agreement Type - Date of Agreement

Closing Date (1)

Purchase Price (2)

Financed via - Officer Loan / 3rd Party Loan

Financed via - the Manager

Financed via - Offering Proceeds

Interests Issued to Asset Seller

Percent Owned by Asset Seller

Acquisition Expenses

#80LC1

Purchase Agreement / 08/01/2018

2/8/2019

$610,000

$0

$0

$0

$47,625

8%

$282

#02BZ1

Purchase Agreement / 10/18/2018

2/8/2019

$185,000

$0

$0

$0

$0

0%

$286

#88BM1

Upfront Purchase / 10/18/2018

2/25/2019

$135,000

$0

$0

$0

$0

0%

$286

#63CC1

Upfront Purchase / 12/06/2018

3/18/2019

$120,000

$0

$0

$0

$0

0%

$586

#76PT1

Upfront Purchase / 11/27/2018

3/22/2019

$179,065

$0

$0

$0

$0

0%

$4,237

#75RA1

Purchase Agreement / 12/22/2018

4/9/2019

$75,000

$0

$75,000

$0

$0

0%

$1,403

#65AG1

Upfront Purchase / 11/29/2018

4/16/2019

$170,000

$0

$0

$0

$0

0%

$286

#93FS1

Purchase Option Agreement / 01/15/2019

4/22/2019

$130,000

$0

$130,000

$0

$0

0%

$1,136

2003 Porsche 911 GT2

Purchase Option Agreement / 10/24/2018

 

$137,000

$0

$123,500

$0

$0

0%

$287

#61JE1

Upfront Purchase / 12/22/2018

4/26/2019

$235,000

$0

$0

$0

$0

0%

$738

#90MM1

Purchase Option Agreement / 01/23/2019

4/26/2019

$22,000

$0

$22,000

$0

$0

0%

$1,187

#65FM1

Purchase Agreement / 12/04/2018

7/18/2019

$75,000

$0

$55,000

$0

$0

0%

$1,997

#88PT1

Purchase Option Agreement / 04/26/2019

7/18/2019

$61,875

$0

$61,875

$0

$0

0%

$905

#94LD1

Purchase Agreement / 10/09/2018

8/6/2019

$570,000

$0

$470,000

$0

$0

0%

$2,736

#99SS1

Upfront Purchase / 04/04/2019

9/11/2019

$126,575

$0

$126,575

$0

$0

0%

$3,640

#94FS1

Purchase Agreement / 04/26/2019

9/17/2019

$135,399

$0

$135,399

$0

$0

0%

$3,433

#61MG1

Purchase Agreement / 12/04/2018

9/30/2019

$325,000

$0

$292,500

$0

$0

0%

$1,090


18


Series - Series Name

Agreement Type - Date of Agreement

Closing Date (1)

Purchase Price (2)

Financed via - Officer Loan / 3rd Party Loan

Financed via - the Manager

Financed via - Offering Proceeds

Interests Issued to Asset Seller

Percent Owned by Asset Seller

Acquisition Expenses

#92CC1

Purchase Option Agreement / 04/29/2019

10/2/2019

$45,000

$0

$45,000

$0

$0

0%

$1,188

#89FT1

Purchase Option Agreement / 03/20/2019

10/11/2019

$172,500

$0

$172,500

$0

$0

0%

$3,036

#80PN1

Upfront Purchase / 10/21/2019

11/6/2019

$45,750

$0

$45,750

$0

$0

0%

$1,638

#89FG2

Upfront Purchase / 10/29/2019

11/14/2019

$118,500

$0

$118,500

$0

$0

0%

$1,762

#88LL1

Purchase Option Agreement / 03/22/2019

12/8/2019

$275,000

$0

$275,000

$0

$0

0%

$2,986

1990 Mercedes 190E 2.5-16 Evo II

Upfront Purchase / 11/02/2018

 

$251,992

$0

$0

$0

$0

0%

$10,773

#03SS1

Upfront Purchase / 12/22/2019

9/22/2020

$330,000

$0

$330,000

$0

$0

0%

$0

1972 Ferrari 365 GTC

Purchase Agreement / 05/13/2019

 

$275,000

$0

$275,000

$0

$0

0%

$1,541

#87FF1

Purchase Option Agreement / In Negotiations (4)

Q1 2021 or Q2 2021

$110,000

$0

$0

$0

$0

0%

$300

#91DP1

Purchase Option Agreement / In Negotiations (4)

Q1 2021 or Q2 2021

$375,000

$0

$0

$0

$0

0%

$600

#82AV1

Upfront Purchase / 12/10/2018

Q1 2021 or Q2 2021

$285,000

$0

$0

$0

$0

0%

$1,364

#95FF1

Upfront Purchase / 11/20/2019

Q1 2021 or Q2 2021

$105,000

$0

$105,000

$0

$0

0%

$3,200

Total for 2019

New Agreements: 13

Closings: 25

$1,842,599

$0

$2,929,249

$65,200

$97,425

 

$59,320

Note: Gray shading represents Series for which no Closing of an Offering has occurred as of the end of the Prior Period. Orange shading represents sale of Series’ Underlying Asset as of the end of the Prior Period.   

Note: New Agreements and Closings represent only those agreements signed and those Offerings closed in the Prior Period.

Note: Purchase Price, Downpayment Amount, Financings and Acquisition Expenses represent only the incremental amounts for the Prior Period i.e. if an Underlying Asset was purchased in a previous period, but had a Closing in the Prior Period, it would not contribute to the totals for the Prior Period.

(1) If exact Offering dates (specified as Month Day, Year) are not shown, then expected Offering dates are presented.

(2) Values are based on current negotiations of the terms of the respective purchase option agreements or purchase agreements and may be subject to change.

 

 

Subsequent Investments and Purchase Options Agreements for Underlying Assets

Subsequent to the Current Period, we have not entered into agreements, had no Closings, and have not incurred Acquisition Expenses.


19


Operating Results for the Current Period and the Prior Period

Changes in operating results are impacted significantly by any increase in the number of Underlying Assets that the Company, through the Asset Manager, operates and manages. During the Current Period the Company engaged in acquiring Underlying Assets, entering into Purchase and Purchase Option Agreements, launching Offerings, Closing Offerings, qualifying but not yet launching Offerings and selling Underlying Assets. Additional information can be found below in the Asset Acquisitions, Purchase Options and Asset Sales subsection and the Trend Information subsection or above in the Master Series Table.

Revenues

Revenues are generated at the Company or the Series level. No revenue models have been developed at the Company or Series level and we do not expect either the Company or any of its Series to generate any revenues for some time.

Operating Expenses

The Operating Expenses (as described in Note B(5)) incurred prior to the Closing of an Offering related to any of the Underlying Assets are being paid by the Manager and recognized by the Company as capital contributions and will not be reimbursed by the Series. Each Series of the Company will be responsible for its own Operating Expenses beginning on the Closing date of the Offering for such Series Interests. However, the Manager has agreed to pay and not be reimbursed for certain but not all expenses such as post-closing Operating Expenses incurred and recorded by Series’ of the Company through the Current Period and Prior Period. These are accounted for as capital contributions by each respective Series.

Consolidated Operating Expenses (as described in Note B(5)) for the Company and all of the Series are summarized by category for the Current Period and the Prior Period are as follows:

Total Operating Expense

 

12/31/2020

12/31/2019

Difference

Change

Explanation

Storage

$ 74,400

$ 74,124

$ 276

0%

No remarkable changes since all Underlying Assets were allocated the same storage expense as in previous year

Transportation

1,100

39,049

(37,949)

(97%)

The decrease is due to less closed Offerings

Insurance

19,499

27,343

(7,844)

(29%)

The decrease is due to less closed Offerings and two insurance policies maintained during the Prior Period

Professional Fee

48,020

36,060

11,960

33%

The increase is due to all offering having full 12 months of professional fees comparing to pro-rata fee when they were closed in 2019

Marketing Expense

500

10,160

(9,660)

(95%)

The decrease is due to less closed Offerings

Total Operating Expense

$ 143,519

$ 186,736

($43,216)

(187%)

 

 

 

 

 

 

 


20


 

 

The following table represents Operating Expenses by Series for the Current and Prior Period:

Operating Expenses

Applicable Series

2020   

2019  

 #77LE1

$3,145   

$4,300  

 #69BM1

3,222   

4,471  

 #85FT1

3,338   

5,806  

 #69BM1

3,222   

4,471  

 #55PS1

3,851   

5,763  

 #95BL1

3,224   

4,421  

 #89PS1

3,326   

4,358  

 #90FM1

3,028   

4,032  

 #83FB1

3,664   

5,264  

 #98DV1

3,241   

4,457  

 #06FS1

-   

1,266  

 #93XJ1

2,095   

2,904  

 #02AX1

3,200   

3,876  

 #99LE1

3,124   

4,235  

 #91MV1

3,066   

4,120  

 #92LD1

3,298   

5,237  

 #94DV1

3,104   

4,281  

 #00FM1

-   

1,057  

 #72MC1

3,231   

4,284  

 #06FG1

3,617   

4,964  

 #11BM1

3,156   

3,557  

 #80LC1

4,259   

4,217  

 #02BZ1

3,370   

4,714  

 #88BM1

3,268   

3,821  

 #63CC1

3,235   

3,657  

 #76PT1

3,353   

3,669  

 #75RA1

3,151   

3,413  

 #65AG1

3,335   

3,385  

 #93FS1

3,270   

1,530  

 #90MM1

2,898   

1,183  

 #61JE1

3,484   

3,048  

 #88PT1

3,122   

1,322  

 #65FM1

3,146   

2,697  

 #94LD1

4,131   

2,597  

 #99SS1

3,248   

1,612  

 #94FS1

3,266   

870  

 #61MG1

3,643   

1,676  

 #92CC1

3,086   

643  

 #89FT1

3,340   

1,922  

 #80PN1

3,089   

487  

 #89FG2

3,237   

461  

 #88LL1

3,544   

1,378  

#03SS1

399   

 

RSE Collection

11,444   

49,429  

Total Operating Expenses

$143,519   

$186,736  


Note: Series #77LE1 Interests were issued under Rule 506(c) and as such Series #77LE1 has not been broken out as a separate Series in the financial statements but is included in the table above.


21



The following table shows the assets being sold during the Current Period and the Prior Period:

Series

Underlying Asset

Date of Sale Agreement

Total Sale Price

Initial Purchase Price

Carrying Value

Gain on Sale / (Loss)

Balance Sheet at time of Sale

Corporate Level Taxes on Gain on Sale

Total Initial Offering Price
/ Per Interest

Total Distribution to Investors
/ Per Interests

#00FM1

2000 Ford Mustang Cobra R

04/15/2019

$60,000

$43,000

$45,276

$14,438

$2,286

$2,711

$49,500 / $24.75

$58,240 / $29.12

2003 Porsche 911 GT2 (1)

4/17/2019

$110,000

$137,000

$137,150

($27,150)

 

 

 

 

#06FS1 (2)

2006 Ferrari F430 Spider "Manual"

5/10/2019

$227,500

$192,500

$192,786

$34,714

$2,485

$6,746

$199,000 / $39.80

$ 230,000 / $46.00

1990 Mercedes 190E 2.5-16 Evo II (1)

 

1/31/2020

$235,000

$251,992

$262,766

($27,766)

 

 

 

 

1972 Ferrari 365 GTC/4 (1)

 

9/10/2020

$200,000

$275,000

$275,987

$0

(3)

 

 

 

 

#03SS1 (2)

2003 Saleen S7

9/27/2020

$420,000

$330,000

$332,750

$87,250

$5,550

$18,373

$375,000 / $125.00

$420,000 / $140.00

Note: Total Distribution to Interest Holders includes cash on balance sheet of Series and is net of corporate level taxes on gain on sale.

(1)At the time of the sale the Underlying Asset was still owned by the Company not by any Series. 

(2)The Manager made an additional capital contribution to the Series to cover corporate level taxes on the gain on sale. 

(3)An impairment was booked for this asset in 2020 for $75,987. 

 

The Series designated in the table below have sold their primary operating asset during the Current Period and Prior Period. As a result, the Company has recorded a provision for income taxes using an effective tax rate as shown below:

 

Provision for income taxes

 

 

Current Period

Prior Period

Series

 

#03SS1

#06FS1

#00FM1

Income before provision for income taxes

86,851

33,448

13,381

Reversal of valuation allowance, gross

 

-

(2,145)

(1,057)

Taxed at federal and statutory rates

 

21%

21%

21%

Provision for income taxes

 

$ 18,373

$ 6,746

$2,711

 

 

 

 

 


22



Asset Acquisitions, Purchase Options and Asset Sales

Details of the Underlying Assets acquired or for which we entered into purchase option agreements or purchase agreements during the Current Period and the Prior Period are listed in the Master Series Table and summarized in the table below. We typically acquire Underlying Assets through the following methods.

-Upfront purchase - acquire the Underlying Asset outright prior to launch of the Offering, financed through loans made by officers or affiliates of the Manager, third-party lenders or through non-interest-bearing payments from the Asset Manager. 

-Purchase option agreement - enter into a purchase option which gives us the right, but not the obligation to purchase a specific Underlying Asset, typically through the proceeds of the Offering for the Series related to the Underlying Asset. 

-Purchase agreement - enter into a purchase agreement, which obligates us to acquire the Underlying Asset, but typically with a significant payment delay, with the goal of raising the capital through the Offering of the Series related to the Underlying Asset. 

In addition to acquiring Underlying Assets, from time to time, the Company receives take-over offers for certain Underlying Assets. Per the terms of the Company’s operating agreement, the Company, together with the Company’s Advisory Board evaluates the offers and determines if it is in the interest of the Investors to sell the Underlying Asset. In certain instances, the Company may decide to sell an Underlying Asset that is on the books of the Company but not yet transferred to a particular Series, because no Offering has yet occurred. In these instances, the anticipated Offering related to such Underlying Assets will be cancelled.

 

Details on the Underlying Assets acquired or for which we entered into purchase option agreements or purchase agreements, or which have subsequently been sold, are listed in the Master Series Table and summarized in the table below.

 

# of Assets Sold

Total Value of Assets Sold

# of Assets Acquired

Total Value Assets Acquired ($)

# of Purchase Option Agreements

Total Value of Purchase Option Agreements ($)

# of Purchase Agreements

Total Value of Purchase Agreements ($)

Grand Total #

Grand Total Value ($)

2019

(3)

($372,500)

5

$725,825

6

$706,375

2

$410,399

10

$1,470,099

2020

(3)

($856,992)

0

$0

0

$0

0

$0

(3)

($856,992)

Cumulative Total:

(6)

($1,229,492)

5

$725,825

6

$706,375

2

$410,399

7

$613,106

 

Note: Table represents agreements signed within the respective periods and value of Underlying Assets represented by the agreements.  

 

See “Note C - Related Party Transactions”, “Note D -Debt”, and “Note A - Asset Dispositions” of the Notes to Financial Statements for additional information on asset acquisitions.


23



Liquidity and Capital Resources

From inception, the Company and the Series have financed their business activities through capital contributions to the Company and individual Series from the Manager (or its affiliates). However, there is no obligation or assurance that the Manager will provide such required capital. Until such time as the Series’ have the capacity to generate cash flows from operations, the Manager may cover any deficits through additional capital contributions or the issuance of additional Interests in any individual Series. In addition, parts of the proceeds of future Offerings for individual Series may be used to create reserves for future Operating Expenses (as described in Note B(5)) for such individual Series at the sole discretion of the Manager. There can be no assurance that the Manager will continue to fund such expenses.

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Neither the Company nor any of the Series has generated revenues or profits in the Current Period or Prior Period, except for certain Underlying Assets that were sold during the Current Period and Prior Period for gains (see Asset Disposition section in Note (A)).

 

On a total consolidated basis, the Company generated the following: Income / (Loss), Net Working Capital, and Accumulated Deficits. Additionally, each listed Series for which an Underlying Asset was owned as of the end of the Current Period and the end of the Prior Period has incurred net losses since their respective dates of acquisition and have an accumulated deficit at the end of the Current Period and at the end of the Prior Period.

 

Period

Income / (Loss)

Net Working Capital

Accumulated Deficit

2019

($174,602)

($1,188,530)

($316,397)

2020

($178,560)

($294,671)

($558,167)

 

 

All of the liabilities on the balance sheet as of the end of the Current Period are obligations to third-parties or the Manager. All of these liabilities, other than ones for which the Manager does not seek reimbursement, will be covered through the proceeds of future Offerings for the various Series of Interests. If the Company does not continue to obtain financing from the Manager, it will be unable to repay these obligations as they come due, including the obligations of each listed Series.  These factors raise substantial doubt about the Company’s and each listed Series’ ability to continue as a going concern for the twelve months following the date of this filing.


24



Cash and Cash Equivalent Balances

 

As of the end of the Current Period and Prior Period, the Company and the Series for which Closings had occurred, had cash or cash equivalents balances as follows:

Cash Balance

Applicable Series

12/31/2020

12/31/2019

 #77LE1

$2,780   

$2,780  

 #69BM1

4,149   

4,149  

 #55PS1

2,214   

2,214  

 #95BL1

1,000   

1,000  

 #89PS1

1,271   

1,271  

 #90FM1

485   

485  

 #83FB1

2,485   

2,485  

 #98DV1

2,500   

2,500  

 #06FS1

-   

9,152  

 #93XJ1

1,485   

1,485  

 #02AX1

1,985   

1,985  

 #99LE1

1,985   

1,985  

 #91MV1

984   

984  

 #92LD1

1,853   

1,853  

 #94DV1

1,984   

1,984  

 #00FM1

- 

3,760  

 #72MC1

4,989   

4,989  

 #06FG1

2,500   

2,500  

 #11BM1

2,000   

2,000  

 #80LC1

3,504   

3,504  

 #02BZ1

3,000   

3,000  

 #88BM1

2,000   

2,000  

 #63CC1

1,999   

1,999  

 #76PT1

1,999   

1,999  

 #75RA1

2,649   

2,649  

 #65AG1

3,700   

3,700  

 #93FS1

3,050   

3,050  

 #90MM1

1,799   

1,799  

 #61JE1

2,898   

2,898  

 #88PT1

4,148   

4,439  

 #65FM1

2,300   

2,300  

 #94LD1

4,550   

4,550  

 #99SS1

3,064   

3,064  

 #94FS1

2,962   

2,962  

 #61MG1

4,197   

4,197  

 #92CC1

2,412   

2,412  

 #89FT1

1,714   

1,714  

 #80PN1

3,662   

3,662  

 #89FG2

3,288   

3,288  

 #88LL1

5,489   

5,789  

#03SS1

23,641   

 

Total Series Cash Balance

$124,672   

$114,536  

RSE Collection

8,815   

 

Total Cash Balance

$133,487   

$114,536  

 

 

 

Note: Series #77LE1 Interests were issued under Rule 506(c) and as such Series #77LE1 has not been broken out as a separate Series in the financial statements but is included in the table above.

Note: Only includes Series for which an Offering has closed. RSE Collection cash balance represents loans or capital contributions to be used for future payment of Operating Expenses (as described in Note B(5)).


25



Financial Obligations of the Company

 

On April 30, 2019, RSE Markets and the Company, including an affiliate of RSE Markets, entered into a $1.5 million revolving line of credit (the, “LoC”) with Silicon Valley Bank. The LoC allowed RSE Markets to draw up to 80% of the value of an Underlying Asset for any asset held on the books of the Company for less than 180 days. Interest on any amounts outstanding under the LoC accrued at a floating per annum rate equal to the greater of (i) 0.50% above the Prime Rate (defined as the rate published in the money rates section of The Wall Street Journal) or (ii) 6.0%. Interest expense was paid monthly by  RSE Markets. The Company was also jointly and severably liable for any amounts outstanding under this LoC. On December 20, 2019, RSE Markets and the Company cancelled the LoC and RSE Markets repaid all outstanding amounts totaling $220,000 in outstanding principal under the LoC as well as accrued interest of $1,100.

 

Simultaneous with the cancellation of the LoC, RSE Markets and the Company, including an affiliate of RSE Markets, entered into a $2.25 million demand note (the “DN”) with Upper90 Fund, LP. The DN allowed RSE Markets to draw up to 100% of the value of the Underlying Assets for any asset held on the books of the Company. Interest on any amounts outstanding under the DN accrued at a fixed per annum rate of 15%. The Company was also jointly and severably liable for any amounts outstanding under this DN.

 

On November 24, 2020 RSE Markets, Rally Holdings and the Company replaced the DN with a $10.0 million credit facility (the “CF”) with Upper90 Capital Management, LP. While amounts borrowed under the CF can be used to make purchases of Automobile Assets to become Underlying Assets, neither the Company nor any Series is a borrower under the CF, neither is responsible for repayment of any amounts outstanding, and both are no longer jointly and severably liable under the CF.

 

From time to time the Asset Manager, affiliates of the Manager or third-parties may make non-interest-bearing payments or loans to the Company to acquire an Underlying Asset prior to the Closing of an Offering for the respective Series. In such cases, the respective Series would repay any such non-interest-bearing payments or loans plus accrued interest, as the case may be, used to acquire its respective Underlying Asset with proceeds generated from the Closing of the Offering for Interests of such Series. No Series will have any obligation to repay a loan incurred by the Company to purchase an Underlying Asset for another Series.

 

See the subsection of “Liquidity and Capital Resources” of “Note A” to the Company’s financial statements for additional information.  

Trend Information

 

Completed, Launched and Qualified, but not Launched Offerings

The Company has completed, launched and qualified, but not launched the following number of Offerings.

 

# of Offerings Launched

# of Offerings Closed

# Qualified but not launched

2019

22

25

23

2020

1

1

0

 

Note: data represents number Offerings for Series Interests of each state of Offering process in the given period.

 

 

 


26



Planned Offerings and Other Operations

The Company plans to launch the Offerings with their status listed as upcoming in the Master Series Table as well as additional Offerings in the remainder of this year.  The proceeds from any Offerings closed in the remainder of this year will be used to acquire the Underlying Asset of each Series for which an Offering has closed. We believe that launching a larger number of Offerings this year and beyond will help us from a number of perspectives:

1)Continue to grow the user base on the Platform by attracting more Investors into our ecosystem. 

2)Enable the Company to reduce Operating Expenses (as described in Note B(5)) for each Series, as we negotiate better contracts for storage, insurance and other Operating Expenses with a larger collection of Underlying Assets. 

3)Attract a larger community of Asset Sellers with high quality Underlying Assets to the Platform who may view sale to us as a more efficient method of transacting than the traditional auction or dealership processes. 

 

COVID-19

 

The continuing impact and effects of the global outbreak of the coronavirus (COVID‐19) on the operation and financial performance of our business are unknown. However, the Company currently does not expect the outbreak will have a material adverse effect on our business or financial results at this time.


27



ITEM 3. DIRECTORS, EXECUTIVE OFFICERS, AND SIGNIFICANT EMPLOYEES

The following individuals constitute the Board of Directors, executive management and significant employees of the Asset Manager, the sole member of the Manager:

 

Name

Age

Position

Term of Office

(Beginning)

Christopher J. Bruno

40

Founder & President

05/2016

George Leimer

55

Chief Executive Officer

8/2020

Robert A. Petrozzo

38

Chief Product Officer

06/2016

Maximilian F. Niederste-Ostholt

41

Chief Financial Officer

08/2016

Vincent DiDonato

43

Chief Technology Officer

10/2019

Greg Bettinelli

48

Director

07/2018

Joshua Silberstein

46

Director

10/2016

Arun Sundararajan

49

Director

10/2016

 

Background of Officers and Directors of the Manager

The following is a brief summary of the background of each director and executive officer of the Manager:

 

Christopher J. Bruno, Founder & President

Chris is a serial entrepreneur who has developed several online platform businesses. In 2013, Chris co-founded Network of One, a data-driven content investment platform focused on the YouTube market where he worked until 2016.  Prior to Network of One, Chris co-founded Healthguru, a leading health information video platform on the web (acquired by Propel Media, Inc., OTC BB: PROM) where he worked from 2005 to 2013.

Chris began his career working in venture capital at Village Ventures where he invested in early-stage companies across the online media, telecommunications, software, medical devices, consumer products and e-commerce industries. Chris worked at Village Ventures from 2002 to 2005.

From 2004 to 2005, Chris also worked as an analyst directly for the management team of Everyday Health (NYSE: EVDY) during its growth phase.

Chris graduated magna cum laude with Honors from Williams College with a degree in Economics and received his MBA, beta gamma sigma, from the NYU Stern School of Business with a specialization in Finance and Entrepreneurship.

George Leimer, Chief Executive Officer

George is a seasoned business and technology executive with extensive experience working in a diverse collection of industries ranging from e-commerce, content-creation, consumer internet, and entertainment. He has hands-on knowledge gained from direct leadership in general management, product development, and product marketing roles and early-stage experience from company formation through fund-raising, launch/operation and acquisition.


28



Most recently George was the Senior Vice President of data platforms at Disney where he led the transformation of The Walt Disney Company’s consumer identity platform from an on-premises monolithic architecture to a highly available and scalable cloud-based solution. He led both technology and product groups at ESPN as a Vice President from 2013-2018 building products and running development groups.

From 2007 until 2009 George was a senior manager of online store merchandising at Apple. He had an entrepreneurial hiatus from Apple from 2009 until 2012 in which cofounded BigDeal.com, a hybrid gaming/ecommerce business. He returned to Apple in 2012 where he was the director of online store merchandising until he departed for ESPN in 2013.

George held various senior operations and technology roles at eBay and subsidiary Half.com from 1999 until 2007. In his tenure at eBay, George launched various services and led a portfolio of businesses generating $2B in annual Gross Merchandise Sales.

George Graduated from Widener University in 1987 with a bachelor's in Management and an MIS Concentration.

Robert A. Petrozzo, Chief Product Officer

Rob is a designer and creative thinker who has led the development of multiple award-winning technology platforms in both the software and hardware arenas.  For the past decade, he has specialized in the product design space having created authoring components, architected the front-end of distribution platforms, and designed interactive content platforms for both consumers & enterprises. Immediately prior to joining the Asset Manager, he led the UX & UI effort at computer vision & robotics startup KeyMe, building interactive products from the ground up and deploying both mobile & kiosk-based software nationwide.  Rob worked at KeyMe from 2014 to 2016.

His previous roles include internal software design for Ares Management (2013 to 2014), and Creative Director at ScrollMotion (2010 to 2013), where he led a team of content creators and product developers to release a fully integrated authoring tool and over 300 custom enterprise apps for Fortune 50 and 100 clientele across 12 countries including Hearst, Roche, J&J, Genentech, and the NFL.

Rob received his degree in User-Centered Design with a peripheral curriculum in User Psychology from the University of Philadelphia.

Maximilian F. Niederste-Ostholt, Chief Financial Officer

Max has spent 9 years in the finance industry, working in the investment banking divisions of Lehman Brothers from 2007 to 2008 and Barclays from 2008 to 2016.  At both firms he was a member of the healthcare investment banking group, most recently as Director focused on M&A and financing transactions in the Healthcare IT and Health Insurance spaces.  Max has supported the execution of over $100 billion of financing and M&A transactions across various sectors of the healthcare space including buy-side and sell-side M&A assignments and financings across high grade and high yield debt, equities and convertible financings.  Work performed on these transactions included amongst other aspects, valuation, contract negotiations, capital raising support and general transaction execution activities.

Prior to his career in investment banking, Max worked in management consulting at A.T. Kearney from 2002 to 2005 focused on engagements in the automotive, IT and healthcare spaces. During this time, he worked on asset sourcing, logistics and process optimization projects.

Max graduated from Williams College with a Bachelor of Arts in Computer Science and Economics and received Master of Business Administration, beta gamma sigma, from NYU’s Stern School of Business.


29



Vincent A. DiDonato, Chief Technology Officer

Vincent brings more than 20 years of technology & web application development experience with a focus on SaaS-based B2C and B2B platforms. Most recently, Vincent was VP of Engineering at Splash, where he helped build and lead a global engineering team. 

Prior to Splash, Vincent spent over five years working as SiteCompli's VP of Technology & Engineering where he oversaw the direction and execution of SiteCompli's technology strategy as well as managed onshore and offshore software engineering operations.

Vincent's previous roles include director and engineering capacities with American Express and NYC & Company, where he led, architected and implemented multi-million-dollar product and platform launches.

Greg Bettinelli, Director

Greg has over 20 years of experience in the Internet and e-commerce industries.

 In 2013 he joined the venture capital firm Upfront Ventures as a Partner and is focused on investments in businesses at the intersection of retail and technology. One of Greg's most notable investments, Ring, was acquired by Amazon for $1 billion in 2018.

 Prior to joining Upfront Ventures, from 2009 to 2013, Greg was the Chief Marketing Officer for HauteLook, a leading online flash-sale retailer which was acquired by Nordstrom, Inc. in March 2011 for $270 million.

 Before joining HauteLook, from 2008 to 2009, Greg served as Executive Vice President of Business Development and Strategy at Live Nation, where he was responsible for the strategic direction and key business partnerships for Live Nations' ticketing and digital businesses. Prior to Live Nation, from 2003 to 2008, Greg held a number of leadership positions at eBay, including Sr. Director of Business Development for StubHub and Director of Event Tickets and Media. While at eBay, Greg played a lead role in eBay's acquisition of StubHub in 2007 for $307 million.

 Earlier in his career, Greg held a number of roles in marketing, finance, and business development at companies in the financial services and healthcare industries.

 Greg holds a BA in Political Science from the University of San Diego and an MBA from Pepperdine University's Graziadio School of Business and Management.

Joshua Silberstein, Director

Joshua is a seasoned operator and entrepreneur with in excess of 15 years of experience successfully building companies – as a founder, investor, board member, and CEO.

Joshua co-founded Healthguru in 2006 and led the company from idea to exit in 2013.  When Healthguru was acquired by Propel Media, Inc. (OTC BB: PROM), a publicly traded video syndication company, in 2013, Healthguru was a leading provider of health video on the web (as at 2013 it had 917 million streams and a 49.1% market share in health videos).

After the acquisition, Joshua joined Propel Media as President and completed a transformative transaction that quadrupled annual revenue and dramatically improved profitability.  When the deal – a reverse merger – was completed, it resulted in an entity with over $90 million in revenue and approximately $30 million in EBITDA.


30



In the past several years, Joshua has taken an active role with more than a dozen companies (with approximately $3 million to $47 million in revenue) – both in operating roles (Interim President, Chief Strategy Officer) and in an advisory capacity (to support a capital raise or lead an M&A transaction).

Earlier in his career, Joshua was a venture capitalist at BEV Capital, where he was part of teams that invested nearly $50 million in early-stage consumer businesses (including Alloy.com and Classmates Online) and held a number of other senior operating roles in finance, marketing, and business development.

Joshua has a BS in Economics from the Wharton School (summa cum laude) and an MBA from Columbia University (beta gamma sigma).

Arun Sundararajan, Director

Arun is Professor and the Robert L. and Dale Atkins Rosen Faculty Fellow at New York University’s (NYU) Stern School of Business, and an affiliated faculty member at many of NYU’s interdisciplinary research centers, including the Center for Data Science and the Center for Urban Science and Progress. He joined the NYU Stern faculty in 1998.

Arun’s research studies how digital technologies transform business, government and civil society.  His current research topics include digital strategy and governance, crowd-based capitalism, the sharing economy, the economics of automation, and the future of work.  He has published over 50 scientific papers in peer-reviewed academic journals and conferences, and over 30 op-eds in outlets that include The New York Times, The Financial Times, The Guardian, Wired, Le Monde, Bloomberg View, Fortune, Entrepreneur, The Economic Times, LiveMint, Harvard Business Review, Knowledge@Wharton and Quartz.  He has given more than 250 invited talks at industry, government and academic forums internationally.  His new book, “The Sharing Economy,” was published by the MIT Press in June 2016.

Arun is a member of the World Economic Forum’s Global Futures Council on Technology, Values and Policy.  He interfaces with tech companies at various stages on issues of strategy and regulation, and with non-tech companies trying to understand how to forecast and address changes induced by digital technologies. He has provided expert input about the digital economy as part of Congressional testimony, and to various city, state and federal government agencies.

Arun holds a Ph.D. in Business Administration and an M.S. in Management Science from the University of Rochester, and a B. Tech. in Electrical Engineering from the Indian Institute of Technology, Madras.

Compensation of Executive Officers

 

We do not currently have any employees, nor do we currently intend to hire any employees who will be compensated directly by the Company. Each of the executive officers of the Asset Manager manage our day-to-day affairs, oversee the review, selection and recommendation of investment opportunities, service acquired investments and monitor the performance of these investments to ensure that they are consistent with our investment objectives. Each of these individuals receives compensation for his or her services, including services performed for us on behalf of the Manager.  Although we will indirectly bear some of the costs of the compensation paid to these individuals, through fees we pay to the Asset Manager, we do not intend to pay any compensation directly to these individuals.


31



ITEM 4. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS

The Company is managed by the Manager. At the Closing of each Offering, the Manager or an affiliate will own at least 2% of the Interests acquired on the same terms as the other Investors. The address of the Manager is 250 Lafayette Street, 2nd Floor, New York, NY 10012.

As of the end of the Current Period, the securities of the Company are beneficially owned as follows:

Series

Closing Date

Total Interests Offered

Interest Owned by Manager (1) (2)

Total Offering Value

#77LE1 (3)

4/13/2017

2,000

201 / 10%

$77,700

#69BM1

2/7/2018

2,000

217 / 11%

$115,000

#85FT1

2/15/2018

2,000

210 / 11%

$165,000

#88LJ1

4/12/2018

2,000

215 / 11%

$135,000

#55PS1

6/6/2018

2,000

480 / 24%

$425,000

#95BL1

7/12/2018

2,000

53 / 3%

$118,500

#89PS1

7/31/2018

2,000

40 / 2%

$165,000

#90FM1

7/31/2018

2,000

50 / 3%

$16,500

#83FB1

9/5/2018

5,000

206 / 4%

$350,000

#98DV1

10/10/2018

2,000

51 / 3%

$130,000

#93XJ1

11/6/2018

5,000

317 / 6%

$495,000

#02AX1

11/30/2018

2,000

62 / 3%

$108,000

#99LE1

12/4/2018

2,000

58 / 3%

$69,500

#91MV1

12/7/2018

2,000

41 / 2%

$38,000

#92LD1

12/26/2018

3,000

1575 / 53%

$165,000

#94DV1

12/26/2018

2,000

713 / 36%

$57,500

#72MC1

1/4/2019

2,000

50 / 3%

$124,500

#06FG1

1/8/2019

5,000

194 / 4%

$320,000

#11BM1

1/25/2019

2,000

855 / 43%

$84,000

#80LC1

2/8/2019

5,000

125 / 3%

$635,000

#02BZ1

2/8/2019

3,000

1235 / 41%

$195,000

#88BM1

2/25/2019

3,000

1321 / 44%

$141,000

#63CC1

3/18/2019

2,000

64 / 3%

$126,000

#76PT1

3/22/2019

3,000

94 / 3%

$189,900

#75RA1

4/9/2019

3,000

213 / 7%

$84,000

#65AG1

4/16/2019

2,000

117 / 6%

$178,500

#93FS1

4/22/2019

2,000

47 / 2%

$137,500

#61JE1

4/26/2019

3,000

678 / 23%

$246,000

#90MM1

4/26/2019

5,000

103 / 2%

$26,600

#65FM1

7/18/2019

2,000

46 / 2%

$82,500

#88PT1

7/18/2019

2,200

45 / 2%

$66,000

#94LD1

8/6/2019

5,000

373 / 7%

$597,500

#99SS1

9/11/2019

1,000

50 / 5%

$137,500

#94FS1

9/17/2019

2,000

101 / 5%

$145,000

#61MG1

9/30/2019

5,000

788 / 16%

$340,000

#92CC1

10/2/2019

2,000

41 / 2%

$52,500

#89FT1

10/11/2019

4,000

400 / 10%

$180,000

#80PN1

11/6/2019

5,000

251 / 5%

$48,000

#89FG2

11/14/2019

1,700

69 / 4%

$127,500

#88LL1

12/8/2019

2,000

528 / 26%

$292,000

 

Note: Table does not include any Offerings or anticipated Offerings for which the Underlying Asset has been sold.

 

(1)The Asset Manager is the beneficial owner of these Interests.   

(2)Upon the designation of the Series, the Asset Manager became the initial member holding 100% of the Interest in the Series.  Upon the Closing of the Offering, the Asset Manager must own at least 2% of the Series.  

(3)Interests in Series #77LE1 were issued under Rule 506(c) of Regulation D and were thus not qualified under the Company’s Offering Circular (as amended). All other Interests in Series of the Company were issued under Tier 2 of Regulation A+. 


32



ITEM 5. RELATED PARTY TRANSACTIONS

From time to time, the Manager as well as individual officers of the Manager may make loans to the Company to facilitate the purchase of Automobile Assets prior to the Closing of a Series’ Offering.  It is anticipated that each of the loans and any related interest expense would be repaid through proceeds of the Offering associated with a Series. It is further anticipated that once a Series repaid the Company and other parties, such as the Manager and the broker, from the proceeds of a closed Offering, the Underlying Assets would be transferred to the related Series and no Series would bear the economic effects of any loan made to purchase any other Underlying Asset.

 

As of the end of the Current Period and Prior Period, amounts outstanding due to Manager and affiliates are shown as below:

 

Period

Due to the Manager and its Affiliates

2019

$1,280,433

2020

$408,509


33



ITEM 6. OTHER SIGNIFICANT INFORMATION

None.  


34



ITEM 7.  FINANCIAL STATEMENTS FOR THE FISCAL YEARS ENDED DECEMBER 31, 2020 AND 2019

 

CONTENTS

 

PAGE 

RSE COLLECTION, LLC AND VARIOUS SERIES:

 

Years Ended December 31, 2020 and 2019 Audited Consolidated Financial Statements

 

Report of Independent Registered Public Accounting FirmF-1 

 

Consolidated Balance SheetsF-2 

 

Consolidated Statements of OperationsF-17 

 

Consolidated Statements of Members’ Equity F-32 

 

Consolidated Statements of Cash Flows F-39 

 

Notes to Consolidated Financial Statements F-54 


35



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Members of

RSE Collection, LLC

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of RSE Collection, LLC (the "Company") on a consolidated basis and for each listed Series as of December 31, 2020 and 2019, and the related consolidated statements of operations, members' equity, and cash flows for the Company on a consolidated basis and for each listed Series for each of the years then ended, and the related notes (collectively referred to as the "financial statements").  In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company and each listed Series as of December 31, 2020 and 2019, and the consolidated results of operations and cash flows for the Company and each listed Series for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying financial statements have been prepared assuming that the Company and each listed Series will continue as a going concern.  As discussed in Note A to the financial statements, the Company's and each listed Series' lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management's plans in regard to these matters are also described in Note A.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on the Company's and each listed Series' financial statements based on our audits.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company and each listed Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.  Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.  Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.  Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.  We believe that our audits provide a reasonable basis for our opinion.  

 

Critical Audit Matter

 

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

 

We have served as the Company's auditor since 2017.  

 

 

/s/ EisnerAmper LLP

 

 

EISNERAMPER LLP

New York, New York

May 4, 2021


F-1


RSE COLLECTION, LLC

 

Consolidated Balance Sheets as of December 31, 2020


 

 

 

 

Series #69BM1

Series #85FT1

Series #88LJ1

Series #55PS1

Series #95BL1

Series #89PS1

Assets

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash and Cash Equivalents

$4,149  

 

 

$2,214  

$1,000  

$1,271  

Pre-paid Insurance

 

 

 

 

 

 

Total Current Assets

4,149  

 

 

2,214  

1,000  

1,271  

 

 

 

 

 

 

 

Collectible Automobiles - Deposits

 

 

 

 

 

 

Collectible Automobiles - Owned

106,266  

175,826  

132,382  

408,386  

114,541  

160,000  

TOTAL ASSETS

$110,415  

$175,826  

$132,382  

$410,600  

$115,541  

$161,271  

 

 

 

 

 

 

 

LIABILITIES AND MEMBERS' EQUITY / DEFICIT)

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

Accounts Payable

$ 

$ 

$ 

$ 

 

$ 

Income Taxes Payable

 

 

 

 

 

 

Insurance Payable

15  

26  

19  

60  

17  

24  

Due to the Manager or its Affiliates

 

 

 

 

 

 

Total Liabilities

15  

26  

19  

60  

17  

24  

Members' Equity

 

 

 

 

 

 

Membership Contributions

111,236  

163,883  

133,508  

422,131  

116,742  

161,521  

Capital Contribution for Operating Expense

11,150  

13,292  

12,475  

13,231  

9,397  

8,451  

Capital Contribution for loss at Offering close

 

12,344  

 

3,357  

444  

 

Distribution to RSE Collection

(821) 

(401) 

(1,126) 

(14,889) 

(1,645) 

(250) 

Retained Earnings / (Accumulated Deficit)

(11,165) 

(13,317) 

(12,494) 

(13,291) 

(9,413) 

(8,474) 

Members' Equity

110,400  

175,800  

132,363  

410,540  

115,524  

161,247  

TOTAL LIABILITIES AND MEMBERS' EQUITY

$110,415  

$175,826  

$132,382  

$410,600  

$115,541  

$161,271  

 

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-2


RSE COLLECTION, LLC

 

Consolidated Balance Sheets as of December 31, 2020


 

Series #90FM1

Series #83FB1

Series #98DV1

Series #06FS1

Series #93XJ1

Series #02AX1

Assets

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash and Cash Equivalents

$485  

$2,485  

$2,500  

$ 

$1,485  

$1,985  

Pre-paid Insurance

 

 

 

 

 

 

Total Current Assets

485  

2,485  

2,500  

 

1,485  

1,985  

 

 

 

 

 

 

 

Collectible Automobiles - Deposits

 

 

 

 

 

 

Collectible Automobiles - Owned

14,786  

332,806  

122,544  

 

488,586  

101,786  

TOTAL ASSETS

$15,271  

$335,291  

$125,044  

$ 

$490,071  

$103,771  

 

 

 

 

 

 

 

LIABILITIES AND MEMBERS' EQUITY / (DEFICIT)

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

Accounts Payable

$ 

$ 

$ 

$ 

$ 

$ 

Income Taxes Payable

 

 

 

 

 

 

Insurance Payable

 

49  

18  

 

68  

15  

Due to the Manager or its Affiliates

 

 

 

 

 

 

Total Liabilities

 

49  

18  

 

68  

15  

Members' Equity

 

 

 

 

 

 

Membership Contributions

15,446  

335,691  

125,757  

 

487,801  

104,452  

Capital Contribution for Operating Expense

8,234  

10,711  

8,479  

 

5,470  

7,464  

Capital Contribution for loss at Offering close

 

 

 

 

7,373  

 

Distribution to RSE Collection

(175) 

(400) 

(713) 

- 

(5,103) 

(681) 

Retained Earnings / (Accumulated Deficit)

(8,236) 

(10,759) 

(8,497) 

- 

(5,538) 

(7,479) 

Members' Equity

15,269  

335,242  

125,026  

 

490,003  

103,756  

TOTAL LIABILITIES AND MEMBERS' EQUITY

$15,271  

$335,291  

$125,044  

$ 

$490,071  

$103,771  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-3


RSE COLLECTION, LLC

 

Consolidated Balance Sheets as of December 31, 2020


 

Series #99LE1

Series #91MV1

Series #92LD1

Series #94DV1

Series #00FM1

Series #72MC1

Assets

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash and Cash Equivalents

$1,985  

$984  

$1,853  

$1,984  

$ 

$4,989  

Pre-paid Insurance

 

 

 

 

 

 

Total Current Assets

1,985  

984  

1,853  

1,984  

 

4,989  

 

 

 

 

 

 

 

Collectible Automobiles - Deposits

 

 

 

 

 

 

Collectible Automobiles - Owned

64,271  

35,437  

157,902  

52,787  

 

115,562  

TOTAL ASSETS

$66,256  

$36,421  

$159,755  

$54,771  

$ 

$120,551  

 

 

 

 

 

 

 

LIABILITIES AND MEMBERS' EQUITY / (DEFICIT)

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

Accounts Payable

$ 

$ 

$ 

$ 

$ 

$ 

Income Taxes Payable

 

 

 

 

 

 

Insurance Payable

 

 

22  

 

 

17  

Due to the Manager or its Affiliates

 

 

 

 

 

 

Total Liabilities

 

 

22  

 

 

17  

Members' Equity

 

 

 

 

 

 

Membership Contributions

66,699  

36,621  

160,430  

54,771  

 

120,551  

Capital Contribution for Operating Expense

7,564  

7,364  

7,862  

7,456  

 

7,497  

Capital Contribution for loss at Offering close

 

 

 

 

 

 

Distribution to RSE Collection

(443) 

(200) 

 

 

 

 

Retained Earnings / (Accumulated Deficit)

(7,574) 

(7,369) 

(8,558) 

(7,464) 

- 

(7,514) 

Members' Equity

66,247  

36,416  

159,734  

54,763  

 

120,534  

TOTAL LIABILITIES AND MEMBERS' EQUITY

$66,256  

$36,421  

$159,755  

$54,771  

$ 

$120,551  

 

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-4


RSE COLLECTION, LLC

 

Consolidated Balance Sheets as of December 31, 2020


 

Series #06FG1

Series #11BM1

Series #80LC1

Series #02BZ1

Series #88BM1

Series #63CC1

Assets

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash and Cash Equivalents

$2,500  

$2,000  

$3,504  

$3,000  

$2,000  

$1,999  

Pre-paid Insurance

 

 

 

 

 

 

Total Current Assets

2,500  

2,000  

3,504  

3,000  

2,000  

1,999  

 

 

 

 

 

 

 

Collectible Automobiles - Deposits

 

 

 

 

 

 

Collectible Automobiles - Owned

309,286  

79,786  

612,439  

186,301  

136,465  

120,286  

TOTAL ASSETS

$311,786  

$81,786  

$615,943  

$189,301  

$138,465  

$122,285  

 

 

 

 

 

 

 

LIABILITIES AND MEMBERS' EQUITY / (DEFICIT)

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

Accounts Payable

$ 

$ 

$ 

$ 

$ 

$ 

Income Taxes Payable

 

 

 

 

 

 

Insurance Payable

46  

12  

90  

27  

20  

18  

Due to the Manager or its Affiliates

 

 

 

 

 

 

Total Liabilities

46  

12  

90  

27  

20  

18  

Members' Equity

 

 

 

 

 

 

Membership Contributions

312,086  

82,286  

616,716  

189,601  

138,765  

122,586  

Capital Contribution for Operating Expense

8,536  

6,700  

8,386  

8,057  

7,070  

6,873  

Capital Contribution for loss at Offering close

 

 

 

 

 

 

Distribution to RSE Collection

(300) 

(500) 

(774) 

(300) 

(300) 

(300) 

Retained Earnings / (Accumulated Deficit)

(8,581) 

(6,712) 

(8,476) 

(8,084) 

(7,090) 

(6,892) 

Members' Equity

311,740  

81,774  

615,853  

189,274  

138,445  

122,267  

TOTAL LIABILITIES AND MEMBERS' EQUITY

$311,786  

$81,786  

$615,943  

$189,301  

$138,465  

$122,285  

 

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-5


RSE COLLECTION, LLC

 

Consolidated Balance Sheets as of December 31, 2020


 

Series #76PT1

Series #75RA1

Series #65AG1

Series #93FS1

Series #90MM1

Series #61JE1

Assets

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash and Cash Equivalents

$1,999  

$2,649  

$3,700  

$3,050  

$1,799  

$2,898  

Pre-paid Insurance

 

 

 

 

 

 

Total Current Assets

1,999  

2,649  

3,700  

3,050  

1,799  

2,898  

 

 

 

 

 

 

 

Collectible Automobiles - Deposits

 

 

 

 

 

 

Collectible Automobiles - Owned

182,802  

75,903  

170,286  

131,136  

23,187  

235,388  

TOTAL ASSETS

$184,801  

$78,552  

$173,986  

$134,186  

$24,986  

$238,286  

 

 

 

 

 

 

 

LIABILITIES AND MEMBERS' EQUITY / (DEFICIT)

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

Accounts Payable

$ 

$ 

$ 

$ 

$ 

$ 

Income Taxes Payable

 

 

 

 

 

 

Insurance Payable

26  

11  

25  

19  

 

35  

Due to the Manager or its Affiliates

 

 

 

 

 

 

Total Liabilities

26  

11  

25  

19  

 

35  

Members' Equity

 

 

 

 

 

 

Membership Contributions

185,301  

79,052  

173,986  

134,186  

24,986  

238,636  

Capital Contribution for Operating Expense

6,995  

6,553  

6,695  

4,782  

4,078  

6,497  

Capital Contribution for loss at Offering close

 

 

 

 

 

 

Distribution to RSE Collection

(500) 

(500) 

 

 

 

(350) 

Retained Earnings / (Accumulated Deficit)

(7,021) 

(6,564) 

(6,720) 

(4,801) 

(4,081) 

(6,532) 

Members' Equity

184,775  

78,541  

173,961  

134,167  

24,983  

238,251  

TOTAL LIABILITIES AND MEMBERS' EQUITY

$184,801  

$78,552  

$173,986  

$134,186  

$24,986  

$238,286  


See accompanying notes, which are an integral part of these financial statements.

F-6


RSE COLLECTION, LLC

 

Consolidated Balance Sheets as of December 31, 2020


 

 

 

 

 

 

 

 

 

Series #65FM1

Series #88PT1

Series #94LD1

Series #99SS1

Series #94FS1

Series #61MG1

Assets

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash and Cash Equivalents

$2,300  

$4,148  

$4,550  

$3,064  

$2,962  

$4,197  

Pre-paid Insurance

 

 

 

 

 

 

Total Current Assets

2,300  

4,148  

4,550  

3,064  

2,962  

4,197  

 

 

 

 

 

 

 

Collectible Automobiles - Deposits

 

 

 

 

 

 

Collectible Automobiles - Owned

75,997  

63,071  

572,236  

129,227  

138,482  

325,590  

TOTAL ASSETS

$78,297  

$67,219  

$576,786  

$132,291  

$141,444  

$329,787  

 

 

 

 

 

 

 

LIABILITIES AND MEMBERS' EQUITY / (DEFICIT)

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

Accounts Payable

$ 

$ 

$ 

$ 

$ 

$ 

Income Taxes Payable

 

 

 

 

 

 

Insurance Payable

11  

 

84  

19  

20  

48  

Due to the Manager or its Affiliates

 

 

 

 

 

 

Total Liabilities

11  

 

84  

19  

20  

48  

Members' Equity

 

 

 

 

 

 

Membership Contributions

79,297  

65,005  

577,286  

133,279  

141,794  

330,287  

Capital Contribution for Operating Expense

5,832  

4,434  

6,643  

4,842  

4,116  

5,271  

Capital Contribution for loss at Offering close

 

2,214  

 

 

 

 

Distribution to RSE Collection

(1,000) 

 

(500) 

(988) 

(350) 

(500) 

Retained Earnings / (Accumulated Deficit)

(5,843) 

(4,443) 

(6,727) 

(4,860) 

(4,136) 

(5,319) 

Members' Equity

78,286  

67,209  

576,702  

132,272  

141,424  

329,739  

TOTAL LIABILITIES AND MEMBERS' EQUITY

$78,297  

$67,219  

$576,786  

$132,291  

$141,444  

$329,787  

 

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-7


RSE COLLECTION, LLC

 

Consolidated Balance Sheets as of December 31, 2020


 

Series #92CC1

Series #89FT1

Series #80PN1

Series #89FG2

Series #88LL1

Series #03SS1

Consolidated

Assets

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

Cash and Cash Equivalents

$2,412  

$1,714  

$3,662  

$3,288  

$5,489  

$23,641 

$133,487  

Pre-paid Insurance

 

 

 

 

 

- 

 

Total Current Assets

2,412  

1,714  

3,662  

3,288  

5,489  

23,641 

133,491  

 

 

 

 

 

 

 

 

Collectible Automobiles - Deposits

 

 

 

 

 

- 

11,000  

Collectible Automobiles - Owned

46,188  

175,136  

47,388  

119,562  

277,811  

- 

7,283,391  

TOTAL ASSETS

$48,600  

$176,850  

$51,050  

$122,850  

$283,300  

$23,641 

$7,427,882  

 

 

 

 

 

 

 

 

LIABILITIES AND MEMBERS' EQUITY / (DEFICIT)

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

Accounts Payable

$ 

 

$ 

$ 

$ 

$- 

$ 

Income Taxes Payable

 

 

 

 

 

18,373 

18,373  

Insurance Payable

 

26  

 

18  

41  

- 

1,280  

Due to the Manager or its Affiliates

 

 

 

 

 

- 

408,509  

Total Liabilities

 

26  

 

18  

41  

18,373 

428,162  

Members' Equity

 

 

 

 

 

 

 

Membership Contributions

48,600  

176,850  

47,020  

123,550  

283,775  

- 

6,995,378  

Capital Contribution for Operating Expense

3,723  

5,236  

3,569  

3,681  

4,881  

- 

518,237  

Capital Contribution for loss at Offering close

 

400  

4,030  

 

 

- 

44,272  

Distribution to RSE Collection

 

(400) 

 

(700) 

(475) 

- 

 

Retained Earnings / (Accumulated Deficit)

(3,729) 

(5,261) 

(3,576) 

(3,698) 

(4,922) 

5,268 

(558,167) 

Members' Equity

48,593  

176,825  

51,043  

122,833  

283,259  

5,268 

6,999,720  

TOTAL LIABILITIES AND MEMBERS' EQUITY

$48,600  

$176,850  

$51,050  

$122,850  

$283,300  

$23,641 

$7,427,882  

 

 

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-8


RSE COLLECTION, LLC

 

Consolidated Balance Sheets as of December 31, 2019


 

Series #69BM1

Series #85FT1

Series #88LJ1

Series #55PS1

Series #95BL1

Assets

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and Cash Equivalents

$4,149  

$ 

$ 

$2,214  

$1,000  

Pre-paid Insurance

104  

130  

120  

384  

95  

Total Current Assets

4,253  

130  

120  

2,598  

1,095  

Other Assets

 

 

 

 

 

Collectible Automobiles - Deposits

 

 

 

 

 

Collectible Automobiles - Owned

106,266  

175,826  

132,382  

408,386  

114,541  

TOTAL ASSETS

$110,519  

$175,956  

$132,502  

$410,984  

$115,636  

 

 

 

 

 

 

LIABILITIES AND MEMBERS' EQUITY

 

 

 

 

 

Liabilities

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts Payable

$479  

$479  

$479  

$479  

$479  

Income Taxes Payable

 

 

 

 

 

Due to the Manager for Insurance

 

 

 

 

 

Due to the Manager or its Affiliates

 

 

 

 

 

Total Liabilities

479  

479  

479  

479  

479  

 

 

 

 

 

 

Membership Contributions

111,236  

163,883  

133,508  

422,131  

116,742  

Capital Contribution for Operating Expenses

7,569  

9,630  

8,861  

9,346  

5,805  

Capital Contribution for loss at Offering close

 

12,344  

 

3,357  

444  

Distribution to RSE Collection

(821) 

(401) 

(1,126) 

(14,889) 

(1,645) 

Retained Earnings / (Accumulated Deficit)

(7,944) 

(9,979) 

(9,220) 

(9,440) 

(6,189) 

Members' Equity

110,040  

175,477  

132,023  

410,505  

115,157  

TOTAL LIABILITIES AND MEMBERS' EQUITY

$110,519  

$175,956  

$132,502  

$410,984  

$115,636  

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-9


RSE COLLECTION, LLC

 

Consolidated Balance Sheets as of December 31, 2019


 

Series #89PS1

Series #90FM1

Series #83FB1

Series #98DV1

Series #06FS1

Assets

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and Cash Equivalents

$1,271  

$485  

$2,485  

$2,500  

$9,152 

Pre-paid Insurance

131  

16  

272  

101  

- 

Total Current Assets

1,402  

501  

2,757  

2,601  

9,152 

Other Assets

 

 

 

 

 

Collectible Automobiles - Deposits

 

 

 

 

- 

Collectible Automobiles - Owned

160,000  

14,786  

332,806  

122,544  

- 

TOTAL ASSETS

$161,402  

$15,287  

$335,563  

$125,145  

$9,152 

 

 

 

 

 

 

LIABILITIES AND MEMBERS' EQUITY

 

 

 

 

 

Liabilities

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts Payable

$304  

$304  

$479  

$479  

$- 

Income Taxes Payable

 

 

 

 

6,746 

Due to the Manager for Insurance

 

 

 

 

- 

Due to the Manager or its Affiliates

 

 

 

 

2,406 

Total Liabilities

304  

304  

479  

479  

9,152 

 

 

 

 

 

 

Membership Contributions

161,521  

15,446  

335,691  

125,757  

- 

Capital Contribution for Operating Expenses

4,975  

4,920  

6,888  

4,878  

- 

Capital Contribution for loss at Offering close

 

 

 

 

- 

Distribution to RSE Collection

(250) 

(175) 

(400) 

(713) 

- 

Retained Earnings / (Accumulated Deficit)

(5,148) 

(5,208) 

(7,095) 

(5,256) 

- 

Members' Equity

161,098  

14,983  

335,084  

124,666  

- 

TOTAL LIABILITIES AND MEMBERS' EQUITY

$161,402  

$15,287  

$335,563  

$125,145  

$9,152 

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-10


RSE COLLECTION, LLC

 

Consolidated Balance Sheets as of December 31, 2019


 

Series #93XJ1

Series #02AX1

Series #99LE1

Series #91MV1

Series #92LD1

Assets

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and Cash Equivalents

$1,485  

$1,985  

$1,985  

$984  

$1,853  

Pre-paid Insurance

499  

84  

50  

26  

117  

Total Current Assets

1,984  

2,069  

2,035  

1,011  

1,970  

Other Assets

 

 

 

 

 

Collectible Automobiles - Deposits

 

 

 

 

 

Collectible Automobiles - Owned

488,586  

101,786  

64,271  

35,437  

157,902  

TOTAL ASSETS

$490,570  

$103,855  

$66,306  

$36,448  

$159,872  

 

 

 

 

 

 

LIABILITIES AND MEMBERS' EQUITY

 

 

 

 

 

Liabilities

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts Payable

$ 

$479  

$479  

$479  

$304  

Income Taxes Payable

 

 

 

 

 

Due to the Manager for Insurance

 

 

 

 

 

Due to the Manager or its Affiliates

 

 

 

 

 

Total Liabilities

 

479  

479  

479  

304  

 

 

 

 

 

 

Membership Contributions

487,801  

104,452  

66,699  

36,621  

160,430  

Capital Contribution for Operating Expenses

3,942  

3,884  

4,020  

3,851  

4,398  

Capital Contribution for loss at Offering close

7,373  

 

 

 

 

Distribution to RSE Collection

(5,103) 

(681) 

(443) 

(200) 

 

Retained Earnings / (Accumulated Deficit)

(3,443) 

(4,279) 

(4,449) 

(4,303) 

(5,260) 

Members' Equity

490,570  

103,376  

65,827  

35,969  

159,568  

TOTAL LIABILITIES AND MEMBERS' EQUITY

$490,570  

$103,855  

$66,306  

$36,448  

$159,872  

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-11


RSE COLLECTION, LLC

 

Consolidated Balance Sheets as of December 31, 2019


 

Series #94DV1

Series #00FM1

Series #72MC1

Series #06FG1

Series #11BM1

Assets

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and Cash Equivalents

$1,984  

$3,760 

$4,989  

$2,500  

$2,000  

Pre-paid Insurance

20  

- 

 

112  

 

Total Current Assets

2,004  

3,760 

4,989  

2,612  

2,000  

Other Assets

 

 

 

 

 

Collectible Automobiles - Deposits

 

- 

 

 

 

Collectible Automobiles - Owned

52,787  

- 

115,562  

309,286  

79,786  

TOTAL ASSETS

$54,791  

$3,760 

$120,551  

$311,898  

$81,786  

 

 

 

 

 

 

LIABILITIES AND MEMBERS' EQUITY

 

 

 

 

 

Liabilities

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts Payable

$304  

$- 

$304  

$304  

$304  

Income Taxes Payable

 

2,711 

 

 

 

Due to the Manager for Insurance

 

- 

 

 

 

Due to the Manager or its Affiliates

 

1,049 

 

 

 

Total Liabilities

304  

3,760 

307  

304  

304  

 

 

 

 

 

 

Membership Contributions

54,771  

- 

120,551  

312,086  

82,286  

Capital Contribution for Operating Expenses

4,076  

- 

3,977  

4,772  

3,253  

Capital Contribution for loss at Offering close

 

- 

 

 

 

Distribution to RSE Collection

 

- 

 

(300) 

(500) 

Retained Earnings / (Accumulated Deficit)

(4,360) 

- 

(4,284) 

(4,964) 

(3,557) 

Members' Equity

54,487  

- 

120,244  

311,594  

81,482  

TOTAL LIABILITIES AND MEMBERS' EQUITY

$54,791  

$3,760 

$120,551  

$311,898  

$81,786  

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-12


RSE COLLECTION, LLC

 

Consolidated Balance Sheets as of December 31, 2019


 

Series #80LC1

Series #02BZ1

Series #88BM1

Series #63CC1

Series #76PT1

Assets

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and Cash Equivalents

$3,504  

$3,000  

$2,000  

$1,999  

$1,999  

Pre-paid Insurance

495  

141  

103  

90  

11  

Total Current Assets

3,999  

3,141  

2,103  

2,089  

2,010  

Other Assets

 

 

 

 

 

Collectible Automobiles - Deposits

 

 

 

 

 

Collectible Automobiles - Owned

612,439  

186,301  

136,465  

120,286  

182,802  

TOTAL ASSETS

$616,438  

$189,442  

$138,568  

$122,375  

$184,812  

 

 

 

 

 

 

LIABILITIES AND MEMBERS' EQUITY

 

 

 

 

 

Liabilities

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts Payable

$304  

$304  

$304  

$304  

$304  

Income Taxes Payable

 

 

 

 

 

Due to the Manager for Insurance

 

 

 

 

 

Due to the Manager or its Affiliates

 

 

 

 

 

Total Liabilities

304  

304  

304  

304  

304  

 

 

 

 

 

 

Membership Contributions

616,716  

189,601  

138,765  

122,586  

185,301  

Capital Contribution for Operating Expenses

4,409  

4,551  

3,620  

3,442  

3,376  

Capital Contribution for loss at Offering close

 

 

 

 

 

Distribution to RSE Collection

(774) 

(300) 

(300) 

(300) 

(500) 

Retained Earnings / (Accumulated Deficit)

(4,217) 

(4,714) 

(3,821) 

(3,657) 

(3,669) 

Members' Equity

616,134  

189,138  

138,264  

122,071  

184,508  

TOTAL LIABILITIES AND MEMBERS' EQUITY

$616,438  

$189,442  

$138,568  

$122,375  

$184,812  

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-13


RSE COLLECTION, LLC

 

Consolidated Balance Sheets as of December 31, 2019


 

Series #75RA1

Series #65AG1

Series #93FS1

Series #90MM1

Series #61JE1

Assets

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and Cash Equivalents

$2,649  

$3,700  

$3,050  

$1,799  

$2,898  

Pre-paid Insurance

 

11  

 

 

 

Total Current Assets

2,649  

3,711  

3,050  

1,799  

2,898  

Other Assets

 

 

 

 

 

Collectible Automobiles - Deposits

 

 

 

 

 

Collectible Automobiles - Owned

75,903  

170,286  

131,136  

23,187  

235,388  

TOTAL ASSETS

$78,552  

$173,997  

$134,186  

$24,986  

$238,286  

 

 

 

 

 

 

LIABILITIES AND MEMBERS' EQUITY

 

 

 

 

 

Liabilities

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts Payable

$304  

$479  

$304  

$304  

$304  

Income Taxes Payable

 

 

 

 

 

Due to the Manager for Insurance

23  

 

16  

 

 

Due to the Manager or its Affiliates

 

 

 

 

 

Total Liabilities

327  

479  

320  

311  

311  

 

 

 

 

 

 

Membership Contributions

79,052  

173,986  

134,186  

24,986  

238,636  

Capital Contribution for Operating Expenses

3,086  

2,917  

1,210  

872  

2,737  

Capital Contribution for loss at Offering close

 

 

 

 

 

Distribution to RSE Collection

(500) 

 

 

 

(350) 

Retained Earnings / (Accumulated Deficit)

(3,413) 

(3,385) 

(1,530) 

(1,183) 

(3,048) 

Members' Equity

78,225  

173,518  

133,866  

24,675  

237,975  

TOTAL LIABILITIES AND MEMBERS' EQUITY

$78,552  

$173,997  

$134,186  

$24,986  

$238,286  

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-14


RSE COLLECTION, LLC

 

Consolidated Balance Sheets as of December 31, 2019


 

Series #65FM1

Series #88PT1

Series #94LD1

Series #99SS1

Series #94FS1

Assets

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and Cash Equivalents

$2,300  

$4,439  

$4,550  

$3,064  

$2,962  

Pre-paid Insurance

10  

 

201  

17  

38  

Total Current Assets

2,310  

4,439  

4,751  

3,081  

3,000  

Other Assets

 

 

 

 

 

Collectible Automobiles - Deposits

 

 

 

 

 

Collectible Automobiles - Owned

75,997  

62,780  

572,236  

129,227  

138,482  

TOTAL ASSETS

$78,307  

$67,219  

$576,987  

$132,308  

$141,482  

 

 

 

 

 

 

LIABILITIES AND MEMBERS' EQUITY

 

 

 

 

 

Liabilities

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts Payable

$304  

$304  

$479  

$479  

$304  

Income Taxes Payable

 

 

 

 

 

Due to the Manager for Insurance

 

19  

 

 

 

Due to the Manager or its Affiliates

 

 

 

 

 

Total Liabilities

304  

323  

479  

479  

304  

 

 

 

 

 

 

Membership Contributions

79,297  

65,005  

577,286  

133,279  

141,794  

Capital Contribution for Operating Expenses

2,403  

999  

2,319  

1,150  

604  

Capital Contribution for loss at Offering close

 

2,214  

 

 

 

Distribution to RSE Collection

(1,000) 

 

(500) 

(988) 

(350) 

Retained Earnings / (Accumulated Deficit)

(2,697) 

(1,322) 

(2,597) 

(1,612) 

(870) 

Members' Equity

78,003  

66,896  

576,508  

131,829  

141,178  

TOTAL LIABILITIES AND MEMBERS' EQUITY

$78,307  

$67,219  

$576,987  

$132,308  

$141,482  

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-15


RSE COLLECTION, LLC

 

Consolidated Balance Sheets as of December 31, 2019


 

Series #61MG1

Series #92CC1

Series #89FT1

Series #80PN1

Series #89FG2

Series #88LL1

Consolidated   

Assets

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

Cash and Cash Equivalents

$4,197  

$2,412  

$1,714  

$3,662  

$3,288  

$5,789  

$114,536  

Pre-paid Insurance

 

12  

 

 

 

77  

3,982  

Total Current Assets

4,197  

2,424  

1,714  

3,662  

3,295  

5,866  

118,518  

Other Assets

 

 

 

 

 

 

 

Collectible Automobiles - Deposits

 

 

 

 

 

 

616,000  

Collectible Automobiles - Owned

325,590  

46,188  

175,136  

47,388  

119,562  

277,511  

7,546,553  

TOTAL ASSETS

$329,787  

$48,612  

$176,850  

$51,050  

$122,857  

$283,377  

$8,281,071  

 

 

 

 

 

 

 

 

LIABILITIES AND MEMBERS' EQUITY

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

Accounts Payable

$304  

$304  

$417  

$273  

$232  

$106  

$16,752  

Income Taxes Payable

 

 

 

 

 

 

9,457  

Due to the Manager for Insurance

84  

 

76  

 

 

 

406  

Due to the Manager or its Affiliates

 

 

 

 

 

 

1,280,433  

Total Liabilities

388  

304  

493  

275  

232  

106  

1,307,048  

 

 

 

 

 

 

 

 

Membership Contributions

330,287  

48,600  

176,850  

47,020  

123,550  

283,775  

6,995,378  

Capital Contribution for Operating Expenses

1,288  

351  

1,429  

212  

236  

1,349  

250,769  

Capital Contribution for loss at Offering close

 

 

400  

4,030  

 

 

44,272  

Distribution to RSE Collection

(500) 

 

(400) 

 

(700) 

(475) 

 

Retained Earnings / (Accumulated Deficit)

(1,676) 

(643) 

(1,922) 

(487) 

(461) 

(1,378) 

(316,397) 

Members' Equity

329,399  

48,308  

176,357  

50,775  

122,625  

283,271  

6,974,022  

TOTAL LIABILITIES AND MEMBERS' EQUITY

$329,787  

$48,612  

$176,850  

$51,050  

$122,857  

$283,377  

$8,281,071  

 

 

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-16


RSE COLLECTION, LLC

 

Consolidated Statements of Operations

Year Ended December 31, 2020


 

Series #69BM1

Series #85FT1

Series #88LJ1

Series #55PS1

Series #95BL1

Series #89PS1

Operating Expenses

 

 

 

 

 

 

Storage

$1,796  

$1,796  

$1,796  

$1,796  

$1,796  

$1,796  

Transportation

 

 

 

 

 

 

Insurance

225  

342  

278  

855  

228  

330  

Professional Fees

1,200  

1,200  

1,200  

1,200  

1,200  

1,200  

Marketing Expense

 

 

 

 

 

 

Total Operating Expenses

3,222  

3,338  

3,274  

3,851  

3,224  

3,326  

Operating Loss

(3,222) 

(3,338) 

(3,274) 

(3,851) 

(3,224) 

(3,326) 

Other Expenses

 

 

 

 

 

 

Interest Expense and Financing Fees

 

 

 

 

 

 

Other Income / (Loss)

 

 

 

 

 

 

Gain (Loss) on Sale

 

 

 

 

 

 

(Loss) on Impairment

 

 

 

 

 

 

Income / (Loss) Before Income Taxes

(3,222) 

(3,338) 

(3,274) 

(3,851) 

(3,224) 

(3,326) 

Provision for Income Taxes

 

 

 

 

 

 

Net Income / (Loss)

$(3,222) 

$(3,338) 

$(3,274) 

$(3,851) 

$(3,224) 

$(3,326) 

 

 

 

 

 

 

 

Basic and Diluted (Loss) per Membership Interest

$(1.61) 

$(1.67) 

$(1.64) 

$(1.93) 

$(1.61) 

$(1.66) 

Weighted Average Membership Interests

2000  

2000  

2000  

2000  

2000  

2000  


See accompanying notes, which are an integral part of these financial statements.

F-17


RSE COLLECTION, LLC

 

Consolidated Statements of Operations

Year Ended December 31, 2020


 

Series #90FM1

Series #83FB1

Series #98DV1

Series #06FS1

Series #93XJ1

Series #02AX1

Operating Expenses

 

 

 

 

 

 

Storage

$1,796  

$1,796  

$1,796  

$ 

$ 

$1,796  

Transportation

 

 

 

 

 

 

Insurance

32  

668  

245  

 

895  

204  

Professional Fees

1,200  

1,200  

1,200  

 

1,200  

1,200  

Marketing Expense

 

 

 

 

 

 

Total Operating Expenses

3,028  

3,664  

3,241  

 

2,095  

3,200  

Operating Loss

(3,028) 

(3,664) 

(3,241) 

- 

(2,095) 

(3,200) 

Other Expenses

 

 

 

 

 

 

Interest Expense and Financing Fees

 

 

 

 

 

 

Other Income / (Loss)

 

 

 

 

 

 

Gain (Loss) on Sale

 

 

 

 

 

 

(Loss) on Impairment

 

 

 

 

 

 

Income / (Loss) Before Income Taxes

(3,028)  

(3,664)  

(3,241)  

 

(2,095)  

(3,200)  

Provision for Income Taxes

 

 

 

 

 

 

Net Income / (Loss)

$(3,028) 

$(3,664) 

$(3,241) 

$- 

$(2,095) 

$(3,200) 

 

 

 

 

 

 

 

Basic and Diluted (Loss) per Membership Interest

$(1.51) 

$(0.73) 

$(1.62) 

 

$(0.42) 

$(1.60) 

Weighted Average Membership Interests

2000  

5000  

2000  

 

5000  

2000  


See accompanying notes, which are an integral part of these financial statements.

F-18


RSE COLLECTION, LLC

 

Consolidated Statements of Operations

Year Ended December 31, 2020


 

Series #99LE1

Series #91MV1

Series #92LD1

Series #94DV1

Series #00FM1

Series #72MC1

Operating Expenses

 

 

 

 

 

 

Storage

$1,796  

$1,796  

$1,796  

$1,796  

$ 

$1,796  

Transportation

 

 

 

 

 

 

Insurance

128  

70  

302  

107  

 

234  

Professional Fees

1,200  

1,200  

1,200  

1,200  

 

1,200  

Marketing Expense

 

 

 

 

 

 

Total Operating Expenses

3,124  

3,066  

3,298  

3,104  

 

3,231  

Operating Loss

(3,124) 

(3,066) 

(3,298) 

(3,104) 

- 

(3,231) 

Other Expenses

 

 

 

 

 

 

Interest Expense and Financing Fees

 

 

 

 

 

 

Other Income / (Loss)

 

 

 

 

 

 

Gain (Loss) on Sale

 

 

 

 

 

 

(Loss) on Impairment

 

 

 

 

 

 

Income / (Loss) Before Income Taxes

(3,124)  

(3,066)  

(3,298)  

(3,104)  

 

(3,231)  

Provision for Income Taxes

 

 

 

 

 

 

Net Income / (Loss)

$(3,124) 

$(3,066) 

$(3,298) 

$(3,104) 

$- 

$(3,231) 

 

 

 

 

 

 

 

Basic and Diluted (Loss) per Membership Interest

$(1.56) 

$(1.53) 

$(1.10) 

$(1.55) 

 

$(1.62) 

Weighted Average Membership Interests

2000  

2000  

3000  

2000  

 

2000  


See accompanying notes, which are an integral part of these financial statements.

F-19


RSE COLLECTION, LLC

 

Consolidated Statements of Operations

Year Ended December 31, 2020


 

Series #06FG1

Series #11BM1

Series #80LC1

Series #02BZ1

Series #88BM1

Series #63CC1

Operating Expenses

 

 

 

 

 

 

Storage

$1,796  

$1,796  

$1,796  

$1,796  

$1,796  

$1,796  

Transportation

 

 

 

 

 

 

Insurance

621  

159  

1,263  

374  

272  

239  

Professional Fees

1,200  

1,200  

1,200  

1,200  

1,200  

1,200  

Marketing Expense

 

 

 

 

 

 

Total Operating Expenses

3,617  

3,156  

4,259  

3,370  

3,268  

3,235  

Operating Loss

(3,617) 

(3,156) 

(4,259) 

(3,370) 

(3,268) 

(3,235) 

Other Expenses

 

 

 

 

 

 

Interest Expense and Financing Fees

 

 

 

 

 

 

Other Income / (Loss)

 

 

 

 

 

 

Gain (Loss) on Sale

 

 

 

 

 

 

(Loss) on Impairment

 

 

 

 

 

 

Income / (Loss) Before Income Taxes

(3,617)  

(3,156)  

(4,259)  

(3,370)  

(3,268)  

(3,235)  

Provision for Income Taxes

 

 

 

 

 

 

Net Income / (Loss)

$(3,617) 

$(3,156) 

$(4,259) 

$(3,370) 

$(3,268) 

$(3,235) 

 

 

 

 

 

 

 

Basic and Diluted (Loss) per Membership Interest

$(0.72) 

$(1.58) 

$(0.85) 

$(1.12) 

$(1.09) 

$(1.62) 

Weighted Average Membership Interests

5000  

2000  

5000  

3000  

3000  

2000  


See accompanying notes, which are an integral part of these financial statements.

F-20


RSE COLLECTION, LLC

 

Consolidated Statements of Operations

Year Ended December 31, 2020


 

Series #76PT1

Series #75RA1

Series #65AG1

Series #93FS1

Series #90MM1

Series #61JE1

Operating Expenses

 

 

 

 

 

 

Storage

$1,796  

$1,796  

$1,796  

$1,796  

$1,654  

$1,796  

Transportation

 

 

 

 

 

 

Insurance

356  

154  

338  

274  

45  

488  

Professional Fees

1,200  

1,200  

1,200  

1,200  

1,200  

1,200  

Marketing Expense

 

 

 

 

 

 

Total Operating Expenses

3,353  

3,151  

3,335  

3,270  

2,898  

3,484  

Operating Loss

(3,353) 

(3,151) 

(3,335) 

(3,270) 

(2,898) 

(3,484) 

Other Expenses

 

 

 

 

 

 

Interest Expense and Financing Fees

 

 

 

 

 

 

Other Income / (Loss)

 

 

 

 

 

 

Gain (Loss) on Sale

 

 

 

 

 

 

(Loss) on Impairment

 

 

 

 

 

 

Income / (Loss) Before Income Taxes

(3,353)  

(3,151)  

(3,335)  

(3,270)  

(2,898)  

(3,484)  

Provision for Income Taxes

 

 

 

 

 

 

Net Income / (Loss)

$(3,353) 

$(3,151) 

$(3,335) 

$(3,270) 

$(2,898) 

$(3,484) 

 

 

 

 

 

 

 

Basic and Diluted (Loss) per Membership Interest

$(1.12) 

$(1.05) 

$(1.67) 

$(1.64) 

$(0.58) 

$(1.16) 

Weighted Average Membership Interests

3000  

3000  

2000  

2000  

5000  

3000  


See accompanying notes, which are an integral part of these financial statements.

F-21


RSE COLLECTION, LLC

 

Consolidated Statements of Operations

Year Ended December 31, 2020


 

Series #65FM1

Series #88PT1

Series #94LD1

Series #99SS1

Series #94FS1

Series #61MG1

Operating Expenses

 

 

 

 

 

 

Storage

$1,796  

$1,796  

$1,796  

$1,796  

$1,796  

$1,796  

Transportation

 

 

 

 

 

 

Insurance

149  

126  

1,134  

252  

269  

647  

Professional Fees

1,200  

1,200  

1,200  

1,200  

1,200  

1,200  

Marketing Expense

 

 

 

 

 

 

Total Operating Expenses

3,146  

3,122  

4,131  

3,248  

3,266  

3,643  

Operating Loss

(3,146) 

(3,122) 

(4,131) 

(3,248) 

(3,266) 

(3,643) 

Other Expenses

 

 

 

 

 

 

Interest Expense and Financing Fees

 

 

 

 

 

 

Other Income / (Loss)

 

 

 

 

 

 

Gain (Loss) on Sale

 

 

 

 

 

 

(Loss) on Impairment

 

 

 

 

 

 

Income / (Loss) Before Income Taxes

(3,146)  

(3,122)  

(4,131)  

(3,248)  

(3,266)  

(3,643)  

Provision for Income Taxes

 

 

 

 

 

 

Net Income / (Loss)

$(3,146) 

$(3,122) 

$(4,131) 

$(3,248) 

$(3,266) 

$(3,643) 

 

 

 

 

 

 

 

Basic and Diluted (Loss) per Membership Interest

$(1.57) 

$(1.42) 

$(0.83) 

$(3.25) 

$(1.63) 

$(0.73) 

Weighted Average Membership Interests

2000  

2200  

5000  

1000  

2000  

5000  


See accompanying notes, which are an integral part of these financial statements.

F-22


RSE COLLECTION, LLC

 

Consolidated Statements of Operations

Year Ended December 31, 2020


 

Series #92CC1

Series #89FT1

Series #80PN1

Series #89FG2

Series #88LL1

Series #03SS1

Consolidated

Operating Expenses

 

 

 

 

 

 

 

Storage

$1,796  

$1,796  

$1,796  

$1,796  

$1,796  

$45  

$74,400  

Transportation

 

 

 

 

 

 

1,100  

Insurance

90  

343  

92  

241  

547  

334  

19,499  

Professional Fees

1,200  

1,200  

1,200  

1,200  

1,200  

20  

48,020  

Marketing Expense

 

 

 

 

 

 

500  

Total Operating Expenses

3,086  

3,340  

3,089  

3,237  

3,544  

399  

143,519  

Operating Loss

(3,086) 

(3,340) 

(3,089) 

(3,237) 

(3,544) 

(399) 

(143,519) 

Other Expenses

 

 

 

 

 

 

 

Interest Expense and Financing Fees

 

 

 

 

 

 

165  

Other Income / (Loss)

 

 

 

 

 

 

 

Gain (Loss) on Sale

 

 

 

 

 

87,250 

59,484 

(Loss) on Impairment

 

 

 

 

 

 

(75,987)  

Income / (Loss) Before Income Taxes

(3,086)  

(3,340)  

(3,089)  

(3,237)  

(3,544)  

86,851 

(160,188)  

Provision for Income Taxes

 

 

 

 

 

18,373  

18,373  

Net Income / (Loss)

$(3,086) 

$(3,340) 

$(3,089) 

$(3,237) 

$(3,544) 

$68,479  

$(178,560) 

 

 

 

 

 

 

 

 

Basic and Diluted (Loss) per Membership Interest

$(1.54) 

$(0.83) 

$(0.62) 

$(1.90) 

$(1.77) 

$22.83  

 

Weighted Average Membership Interests

2000  

4000  

5000  

1700  

2000  

3000  

 


See accompanying notes, which are an integral part of these financial statements.

F-23


RSE COLLECTION, LLC

 

Consolidated Statements of Operations

Year Ended December 31, 2019


 

Series #69BM1

Series #85FT1

Series #88LJ1

Series #55PS1

Series #95BL1

Operating Expenses

 

 

 

 

 

Storage

$2,279  

$2,279  

$2,279  

$2,279  

$2,279  

Transportation

500  

1,700  

2,300  

500  

500  

Insurance

492  

627  

573  

1,784  

442  

Professional Fees

1,200  

1,200  

1,200  

1,200  

1,200  

Marketing Expense

 

 

 

 

 

Total Operating Expenses

4,471  

5,806  

6,352  

5,763  

4,421  

Operating Loss

(4,471) 

(5,806) 

(6,352) 

(5,763) 

(4,421) 

Other Expenses

 

 

 

 

 

Interest Expense and Financing Fees

 

 

 

 

 

Other Income

 

 

 

 

 

Gain on Sale

 

 

 

 

 

Loss on Sale

 

 

 

 

 

Income / (Loss) Before Income Taxes

(4,471) 

(5,806) 

(6,352) 

(5,763) 

(4,421) 

Provision for Income Taxes

 

 

 

 

 

Net Income / (Loss)

$(4,471) 

$(5,806) 

$(6,352) 

$(5,763) 

$(4,421) 

 

 

 

 

 

 

Basic and Diluted Income / (Loss) per Membership Interest

$(2.24) 

$(2.90) 

$(3.18) 

$(2.88) 

$(2.21) 

Weighted Average Membership Interest

2000  

2000  

2000  

2000  

2000  


See accompanying notes, which are an integral part of these financial statements.

F-24


RSE COLLECTION, LLC

 

Consolidated Statements of Operations

Year Ended December 31, 2019


 

Series #89PS1

Series #90FM1

Series #83FB1

Series #98DV1

Series #06FS1

Operating Expenses

 

 

 

 

 

Storage

$654  

$2,479  

$2,279  

$2,279  

$600  

Transportation

1,850  

279  

500  

500  

 

Insurance

654  

74  

1,285  

478  

247  

Professional Fees

1,200  

1,200  

1,200  

1,200  

419  

Marketing Expense

 

 

 

 

 

Total Operating Expenses

4,358  

4,032  

5,264  

4,457  

1,266  

Operating Loss

(4,358) 

(4,032) 

(5,264) 

(4,457) 

(1,266) 

Other Expenses

 

 

 

 

 

Interest Expense and Financing Fees

 

 

 

 

 

Other Income

 

 

 

 

 

Gain on Sale

 

 

 

 

(34,714) 

Loss on Sale

 

 

 

 

 

Income / (Loss) Before Income Taxes

(4,358) 

(4,032) 

(5,264) 

(4,457) 

33,448  

Provision for Income Taxes

 

 

 

 

6,746  

Net Income / (Loss)

$(4,358) 

$(4,032) 

$(5,264) 

$(4,457) 

$26,702  

 

 

 

 

 

 

Basic and Diluted Income / (Loss) per Membership Interest

$(2.18) 

$(2.02) 

$(1.05) 

$(2.23) 

$5.34  

Weighted Average Membership Interest

2000  

2000  

5000  

2000  

5000  


See accompanying notes, which are an integral part of these financial statements.

F-25


RSE COLLECTION, LLC

 

Consolidated Statements of Operations

Year Ended December 31, 2019


 

Series #93XJ1

Series #02AX1

Series #99LE1

Series #91MV1

Series #92LD1

Operating Expenses

 

 

 

 

 

Storage

$ 

$2,279  

$2,279  

$2,279  

$2,479  

Transportation

 

 

500  

500  

278  

Insurance

1,704  

397  

256  

141  

605  

Professional Fees

1,200  

1,200  

1,200  

1,200  

1,200  

Marketing Expense

 

 

 

 

675  

Total Operating Expenses

2,904  

3,876  

4,235  

4,120  

5,237  

Operating Loss

(2,904) 

(3,876) 

(4,235) 

(4,120) 

(5,237) 

Other Expenses

 

 

 

 

 

Interest Expense and Financing Fees

 

 

 

 

 

Other Income

 

 

 

 

 

Gain on Sale

 

 

 

 

 

Loss on Sale

 

 

 

 

 

Income / (Loss) Before Income Taxes

(2,904) 

(3,876) 

(4,235) 

(4,120) 

(5,237) 

Provision for Income Taxes

 

 

 

 

 

Net Income / (Loss)

$(2,904) 

$(3,876) 

$(4,235) 

$(4,120) 

$(5,237) 

 

 

 

 

 

 

Basic and Diluted Income / (Loss) per Membership Interest

$(0.58) 

$(1.94) 

$(2.12) 

$(2.06) 

$(1.75) 

Weighted Average Membership Interest

5000  

2000  

2000  

2000  

3000  


See accompanying notes, which are an integral part of these financial statements.

F-26


RSE COLLECTION, LLC

 

Consolidated Statements of Operations

Year Ended December 31, 2019


 

Series #94DV1

Series #00FM1

Series #72MC1

Series #06FG1

Series #11BM1

Operating Expenses

 

 

 

 

 

Storage

$2,479  

$645  

$2,377  

$2,104  

$1,879  

Transportation

390  

 

278  

390  

279  

Insurance

212  

77  

445  

1,299  

283  

Professional Fees

1,200  

335  

1,184  

1,171  

1,116  

Marketing Expense

 

 

 

 

 

Total Operating Expenses

4,281  

1,057  

4,284  

4,964  

3,557  

Operating Loss

(4,281) 

(1,057) 

(4,284) 

(4,964) 

(3,557) 

Other Expenses

 

 

 

 

 

Interest Expense and Financing Fees

 

 

 

 

 

Other Income

 

 

 

 

 

Gain on Sale

 

(14,438) 

 

 

 

Loss on Sale

 

 

 

 

 

Income / (Loss) Before Income Taxes

(4,281) 

13,381  

(4,284) 

(4,964) 

(3,557) 

Provision for Income Taxes

 

2,711  

 

 

 

Net Income / (Loss)

$(4,281) 

$10,670  

$(4,284) 

$(4,964) 

$(3,557) 

 

 

 

 

 

 

Basic and Diluted Income / (Loss) per Membership Interest

$(2.14) 

$5.33  

$(2.14) 

$(0.99) 

$(1.78) 

Weighted Average Membership Interest

2000  

2000  

2000  

5000  

2000  


See accompanying notes, which are an integral part of these financial statements.

F-27


RSE COLLECTION, LLC

 

Consolidated Statements of Operations

Year Ended December 31, 2019


 

Series #80LC1

Series #02BZ1

Series #88BM1

Series #63CC1

Series #76PT1

Operating Expenses

 

 

 

 

 

Storage

$654  

$2,240  

$2,103  

$1,973  

$1,944  

Transportation

350  

779  

279  

390  

279  

Insurance

2,152  

635  

439  

352  

517  

Professional Fees

1,061  

1,060  

1,000  

942  

929  

Marketing Expense

 

 

 

 

 

Total Operating Expenses

4,217  

4,714  

3,821  

3,657  

3,669  

Operating Loss

(4,217) 

(4,714) 

(3,821) 

(3,657) 

(3,669) 

Other Expenses

 

 

 

 

 

Interest Expense and Financing Fees

 

 

 

 

 

Other Income

 

 

 

 

 

Gain on Sale

 

 

 

 

 

Loss on Sale

 

 

 

 

 

Income / (Loss) Before Income Taxes

(4,217) 

(4,714) 

(3,821) 

(3,657) 

(3,669) 

Provision for Income Taxes

 

 

 

 

 

Net Income / (Loss)

$(4,217) 

$(4,714) 

$(3,821) 

$(3,657) 

$(3,669) 

 

 

 

 

 

 

Basic and Diluted Income / (Loss) per Membership Interest

$(0.84) 

$(1.57) 

$(1.27) 

$(1.83) 

$(1.22) 

Weighted Average Membership Interest

5000  

3000  

3000  

2000  

3000  


See accompanying notes, which are an integral part of these financial statements.

F-28


RSE COLLECTION, LLC

 

Consolidated Statements of Operations

Year Ended December 31, 2019


 

Series #75RA1

Series #65AG1

Series #93FS1

Series #90MM1

Series #61JE1

Operating Expenses

 

 

 

 

 

Storage

$1,902  

$1,572  

$304  

$304  

$1,377  

Transportation

390  

500  

 

 

224  

Insurance

234  

466  

400  

66  

632  

Professional Fees

887  

847  

826  

813  

813  

Marketing Expense

 

 

 

 

 

Total Operating Expenses

3,413  

3,385  

1,530  

1,183  

3,048  

Operating Loss

(3,413) 

(3,385) 

(1,530) 

(1,183) 

(3,048) 

Other Expenses

 

 

 

 

 

Interest Expense and Financing Fees

 

 

 

 

 

Other Income

 

 

 

 

 

Gain on Sale

 

 

 

 

 

Loss on Sale

 

 

 

 

 

Income / (Loss) Before Income Taxes

(3,413) 

(3,385) 

(1,530) 

(1,183) 

(3,048) 

Provision for Income Taxes

 

 

 

 

 

Net Income / (Loss)

$(3,413) 

$(3,385) 

$(1,530) 

$(1,183) 

$(3,048) 

 

 

 

 

 

 

Basic and Diluted Income / (Loss) per Membership Interest

$(1.14) 

$(1.69) 

$(0.77) 

$(0.24) 

$(1.02) 

Weighted Average Membership Interest

3000  

2000  

2000  

5000  

3000  


See accompanying notes, which are an integral part of these financial statements.

F-29


RSE COLLECTION, LLC

 

Consolidated Statements of Operations

Year Ended December 31, 2019


 

Series #65FM1

Series #88PT1

Series #94LD1

Series #99SS1

Series #94FS1

Operating Expenses

 

 

 

 

 

Storage

$2,041  

$654  

$479  

$599  

$374  

Transportation

 

 

850  

500  

 

Insurance

130  

142  

826  

153  

156  

Professional Fees

526  

526  

442  

360  

340  

Marketing Expense

 

 

 

 

 

Total Operating Expenses

2,697  

1,322  

2,597  

1,612  

870  

Operating Loss

(2,697) 

(1,322) 

(2,597) 

(1,612) 

(870) 

Other Expenses

 

 

 

 

 

Interest Expense and Financing Fees

 

 

 

 

 

Other Income

 

 

 

 

 

Gain on Sale

 

 

 

 

 

Loss on Sale

 

 

 

 

 

Income / (Loss) Before Income Taxes

(2,697) 

(1,322) 

(2,597) 

(1,612) 

(870) 

Provision for Income Taxes

 

 

 

 

 

Net Income / (Loss)

$(2,697) 

$(1,322) 

$(2,597) 

$(1,612) 

$(870) 

 

 

 

 

 

 

Basic and Diluted Income / (Loss) per Membership Interest

$(1.35) 

$(0.60) 

$(0.52) 

$(1.61) 

$(0.44) 

Weighted Average Membership Interest

2000  

2200  

5000  

1000  

2000  


See accompanying notes, which are an integral part of these financial statements.

F-30


RSE COLLECTION, LLC

 

Consolidated Statements of Operations

Year Ended December 31, 2019


 

Series #61MG1

Series #92CC1

Series #89FT1

Series #80PN1

Series #89FG2

Series #88LL1

Consolidated   

Operating Expenses

 

 

 

 

 

 

 

Storage

$554  

$304  

$417  

$273  

$232  

$106  

$74,124  

Transportation

390  

 

1,000  

 

 

1,100  

39,049  

Insurance

432  

46  

240  

34  

76  

101  

27,343  

Professional Fees

300  

293  

265  

180  

153  

71  

36,060  

Marketing Expense

 

 

 

 

 

 

10,160  

Total Operating Expenses

1,676  

643  

1,922  

487  

461  

1,378  

186,736  

Operating Loss

(1,676) 

(643) 

(1,922) 

(487) 

(461) 

(1,378) 

(186,736) 

Other Expenses

 

 

 

 

 

 

 

Interest Expense and Financing Fees

 

 

 

 

 

 

411  

Other Income

 

 

 

 

 

 

 

Gain on Sale

 

 

 

 

 

 

(49,152) 

Loss on Sale

 

 

 

 

 

 

27,150  

Income / (Loss) Before Income Taxes

(1,676) 

(643) 

(1,922) 

(487) 

(461) 

(1,378) 

(165,145) 

Provision for Income Taxes

 

 

 

 

 

 

9,457  

Net Income / (Loss)

$(1,676) 

$(643) 

$(1,922) 

$(487) 

$(461) 

$(1,378) 

$(174,602) 

 

 

 

 

 

 

 

 

Basic and Diluted Income / (Loss) per Membership Interest

$(0.34) 

$(0.32) 

$(0.48) 

$(0.10) 

$(0.27) 

$(0.69) 

 

Weighted Average Membership Interest

5000  

2000  

4000  

5000  

1700  

2000  

 


See accompanying notes, which are an integral part of these financial statements.

F-31


RSE COLLECTION, LLC

 

Consolidated Statements of Members’ Equity / (Deficit)

Years Ended December 31, 2020 and 2019


 

Series #69BM1

Series #85FT1

Series #88LJ1

Series #55PS1

Series #95BL1

Series #89PS1

Balance January 1, 2019

$110,386  

$175,827  

$132,467  

$410,885  

$115,615  

$161,372  

Distribution

 

 

 

 

 

 

Membership Contributions

 

 

 

 

 

 

Capital Contribution

4,125  

5,456  

5,908  

5,383  

3,963  

4,084  

Distribution to RSE Collection

 

 

 

 

 

 

Net Income / (Loss)

(4,471) 

(5,806) 

(6,352) 

(5,762) 

(4,420) 

(4,358) 

Balance December 31, 2019

110,041  

175,477  

132,023  

410,506  

115,157  

161,098  

Distribution

 

 

 

 

 

 

Membership Contributions

 

 

 

 

 

 

Capital Contribution

3,581  

3,661  

3,614  

3,886  

3,591  

3,475  

Distribution to RSE Collection

 

 

 

 

 

 

Net Income / (Loss)

(3,222) 

(3,338) 

(3,274) 

(3,851) 

(3,224) 

(3,326) 

Balance December 31, 2020

$110,400  

$175,800  

$132,363  

$410,540  

$115,524  

$161,247  

 

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-32


RSE COLLECTION, LLC

 

Consolidated Statements of Members’ Equity / (Deficit)

Years Ended December 31, 2020 and 2019


 

Series #90FM1

Series #83FB1

Series #98DV1

Series #06FS1

Series #93XJ1

Series #02AX1

Balance January 1, 2019

$15,283  

$335,498  

$125,121  

$195,389  

$490,365  

$103,835  

Distribution

 

 

 

(230,000) 

 

 

Membership Contributions

 

 

 

 

 

 

Capital Contribution

3,732  

4,850  

4,002  

7,908  

3,108  

3,417  

Distribution to RSE Collection

 

 

 

 

 

 

Net Income / (Loss)

(4,032) 

(5,264) 

(4,457) 

26,702  

(2,904) 

(3,876) 

Balance December 31, 2019

14,983  

335,085  

124,667  

 

490,570  

103,376  

Distribution

 

 

 

 

 

 

Membership Contributions

 

 

 

 

 

 

Capital Contribution

3,314  

3,822  

3,601  

 

1,529  

3,580  

Distribution to RSE Collection

 

 

 

 

 

 

Net Income / (Loss)

(3,028) 

(3,664) 

(3,241) 

 

(2,095) 

(3,200) 

Balance December 31, 2020

$15,269  

$335,242  

$125,026  

$ 

$490,003  

$103,756  

 

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-33


RSE COLLECTION, LLC

 

Consolidated Statements of Members’ Equity / (Deficit)

Years Ended December 31, 2020 and 2019


 

Series #99LE1

Series #91MV1

Series #92LD1

Series #94DV1

Series #00FM1

Series #72MC1

Balance January 1, 2019

$66,291  

$36,440  

$160,516  

$54,732  

$ 

$ 

Distribution

 

 

 

 

(58,240)  

 

Membership Contributions

 

 

 

 

47,774 

120,551  

Capital Contribution

3,771  

3,649  

4,289  

4,036  

 

3,977  

Distribution to RSE Collection

 

 

 

 

(212) 

 

Net Income / (Loss)

(4,235) 

(4,120) 

(5,237) 

(4,281) 

10,670  

(4,284) 

Balance December 31, 2019

65,827  

35,969  

159,568  

54,487  

 

120,244  

Distribution

 

 

 

 

 

 

Membership Contributions

 

 

 

 

 

 

Capital Contribution

3,544  

3,513  

3,463  

3,380  

 

3,520  

Distribution to RSE Collection

 

 

 

 

 

 

Net Income / (Loss)

(3,124) 

(3,066) 

(3,298) 

(3,104) 

 

(3,231) 

Balance December 31, 2020

$66,247  

$36,416  

$159,734  

$54,763  

$ 

$120,534  

 

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-34


RSE COLLECTION, LLC

 

Consolidated Statements of Members’ Equity / (Deficit)

Years Ended December 31, 2020 and 2019


 

Series #06FG1

Series #11BM1

Series #80LC1

Series #02BZ1

Series #88BM1

Series #63CC1

Balance January 1, 2019

$ 

$ 

$ 

$ 

$ 

$ 

Distribution

 

 

 

 

 

 

Membership Contributions

312,086  

82,286  

616,716  

189,601  

138,765  

122,586  

Capital Contribution

4,772  

3,253  

4,409  

4,551  

3,620  

3,442  

Distribution to RSE Collection

(300) 

(500) 

(774) 

(300) 

(300) 

(300) 

Net Income / (Loss)

(4,964) 

(3,556) 

(4,217) 

(4,714) 

(3,821) 

(3,657) 

Balance December 31, 2019

311,594  

81,483  

616,134  

189,138  

138,264  

122,071  

Distribution

 

 

 

 

 

 

Membership Contributions

 

 

 

 

 

 

Capital Contribution

3,764  

3,448  

3,977  

3,506  

3,450  

3,431  

Distribution to RSE Collection

 

 

 

 

 

 

Net Income / (Loss)

(3,617) 

(3,156) 

(4,259) 

(3,370) 

(3,268) 

(3,235) 

Balance December 31, 2020

$311,740  

$81,774  

$615,853  

$189,274  

$138,445  

$122,267  

 

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-35


RSE COLLECTION, LLC

 

Consolidated Statements of Members’ Equity / (Deficit)

Years Ended December 31, 2020 and 2019


 

Series #76PT1

Series #75RA1

Series #65AG1

Series #93FS1

Series #90MM1

Series #61JE1

Balance January 1, 2019

$ 

$ 

$ 

$ 

$ 

$ 

Distribution

 

 

 

 

 

 

Membership Contributions

185,301  

79,052  

173,986  

134,186  

24,986  

238,636  

Capital Contribution

3,376  

3,086  

2,917  

1,210  

872  

2,737  

Distribution to RSE Collection

(500) 

(500) 

 

 

 

(350) 

Net Income / (Loss)

(3,669) 

(3,413) 

(3,385) 

(1,530) 

(1,183) 

(3,048) 

Balance December 31, 2019

184,508  

78,225  

173,518  

133,866  

24,676  

237,975  

Distribution

 

 

 

 

 

 

Membership Contributions

 

 

 

 

 

 

Capital Contribution

3,619  

3,466  

3,778  

3,572  

3,205  

3,760  

Distribution to RSE Collection

 

 

 

 

 

 

Net Income / (Loss)

(3,353) 

(3,151) 

(3,335) 

(3,270) 

(2,898) 

(3,484) 

Balance December 31, 2020

$184,775  

$78,541  

$173,961  

$134,167  

$24,983  

$238,251  

 

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-36


RSE COLLECTION, LLC

 

Consolidated Statements of Members’ Equity / (Deficit)

Years Ended December 31, 2020 and 2019


 

Series #65FM1

Series #88PT1

Series #94LD1

Series #99SS1

Series #94FS1

Series #61MG1

Balance January 1, 2019

$ 

$ 

$ 

$ 

$ 

$ 

Distribution

 

 

 

 

 

 

Membership Contributions

79,297  

65,005  

577,286  

133,279  

141,794  

330,287  

Capital Contribution

2,403  

3,212  

2,319  

1,150  

604  

1,288  

Distribution to RSE Collection

(1,000) 

 

(500) 

(988) 

(350) 

(500) 

Net Income / (Loss)

(2,697) 

(1,321) 

(2,596) 

(1,612) 

(870) 

(1,676) 

Balance December 31, 2019

78,003  

66,896  

576,509  

131,829  

141,178  

329,400  

Distribution

 

 

 

 

 

 

Membership Contributions

 

 

 

 

 

 

Capital Contribution

3,429  

3,435  

4,324  

3,691  

3,512  

3,983  

Distribution to RSE Collection

 

 

 

 

 

 

Net Income / (Loss)

(3,146) 

(3,122) 

(4,131) 

(3,248) 

(3,266) 

(3,643) 

Balance December 31, 2020

$78,286  

$67,209  

$576,702  

$132,272  

$141,424  

$329,739  

 

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-37


RSE COLLECTION, LLC

 

Consolidated Statements of Members’ Equity / (Deficit)

Years Ended December 31, 2020 and 2019


 

Series #92CC1

Series #89FT1

Series #80PN1

Series #89FG2

Series #88LL1

Series #03SS1

Consolidated

Balance January 1, 2019

$ 

$ 

$ 

$ 

$ 

$ 

$2,783,786  

Distribution

 

 

 

 

 

 

(230,000)  

Membership Contributions

48,600  

176,850  

47,020  

123,550  

283,775  

 

4,415,016  

Capital Contribution

351  

1,829  

4,242  

236  

1,349  

 

180,036  

Distribution to RSE Collection

 

(400) 

 

(700) 

(475) 

 

(212) 

Net Income / (Loss)

(643) 

(1,921) 

(487) 

(461) 

(1,378) 

 

(174,603) 

Balance December 31, 2019

48,308  

176,357  

50,775  

122,625  

283,271  

 

6,974,023  

Distribution

 

 

 

 

 

(402,720) 

(402,720) 

Membership Contributions

 

 

 

 

 

338,300  

338,300  

Capital Contribution

3,371  

3,807  

3,357  

3,445  

3,532  

1,209  

268,678  

Distribution to RSE Collection

 

 

 

 

 

 

- 

Net Income / (Loss)

(3,086) 

(3,340) 

(3,089) 

(3,237) 

(3,544) 

68,479  

(178,560) 

Balance December 31, 2020

$48,593  

$176,825  

$51,043  

$122,833  

$283,259  

$5,268  

$6,999,720  

 

 

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-38


RSE COLLECTION, LLC

 

Consolidated Statements of Cash Flows

Year Ended December 31, 2020


 

Series #69BM1

Series #85FT1

Series #88LJ1

Series #55PS1

Series #95BL1

Series #89PS1

Cash Flows from Operating Activities:

 

 

 

 

 

 

Net (Loss) / Income

$(3,222) 

$(3,338) 

$(3,274) 

$(3,851) 

$(3,224) 

$(3,326) 

Adjustments to reconcile net income /
(loss) to net cash (used in) provided by operating activities

 

 

 

 

 

 

Expenses Paid by Manager and Contributed to the Company / Series

3,581  

3,661  

3,614  

3,886  

3,591  

3,475  

(Gain) / Loss on sale of Asset

 

 

 

 

 

 

Loss on Impairment of Asset

 

 

 

 

 

 

Prepaid Insurance

104  

130  

120  

384  

95  

131  

Insurance Payable

15 

26 

19 

60 

17 

24 

Income Taxes Payable

 

 

 

 

 

 

Due to the Manager or its Affiliates

 

 

 

 

 

 

Accounts Payable

(479) 

(479) 

(479) 

(479) 

(479) 

(304) 

Net cash (used in) / provided by operating activities

 

 

 

- 

 

 

 

 

 

 

 

 

 

Cash flow from investing activities:

 

 

 

 

 

 

Deposits on collectible automobiles

 

 

 

 

 

 

Investment in collectible automobiles

 

 

 

 

 

 

Proceeds from Sale of Asset

 

 

 

 

 

 

Net cash provided by / (used in) investing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flow from financing activities:

 

 

 

 

 

 

Proceeds from sale of membership interests

 

 

 

 

 

 

Proceeds on borrowings from manager and affiliates, net of repayments

 

 

 

 

 

 

Distributions

 

 

 

 

 

 

Net cash provided by / (used in) financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Net change in cash

 

 

 

- 

 

 

Cash beginning of year

4,149  

 

 

2,214  

1,000  

1,271  

Cash end of year

$4,149  

$ 

$ 

$2,214  

$1,000  

$1,271  

 

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-39


RSE COLLECTION, LLC

 

Consolidated Statements of Cash Flows

Year Ended December 31, 2020


 

Series #90FM1

Series #83FB1

Series #98DV1

Series #06FS1

Series #93XJ1

Series #02AX1

Cash Flows from Operating Activities:

 

 

 

 

 

 

Net (Loss) / Income

$(3,028) 

$(3,664) 

$(3,241) 

$ 

$(2,095) 

$(3,200) 

Adjustments to reconcile net income /
(loss) to net cash (used in) provided by operating activities

 

 

 

 

 

 

Expenses Paid by Manager and Contributed to the Company / Series

3,314  

3,822  

3,601  

 

1,529  

3,580  

(Gain) / Loss on sale of Asset

 

 

 

 

 

 

Loss on Impairment of Asset

 

 

 

 

 

 

Prepaid Insurance

16  

272  

101  

 

499  

84  

Insurance Payable

2 

49 

18 

 

68 

15 

Income Taxes Payable

 

 

 

(6,746) 

 

 

Due to the Manager or its Affiliates

 

 

 

(2,406)  

 

 

Accounts Payable

(304) 

(479) 

(479) 

 

 

(479) 

Net cash (used in) / provided by operating activities

 

 

 

(9,152) 

 

 

 

 

 

 

 

 

 

Cash flow from investing activities:

 

 

 

 

 

 

Deposits on collectible automobiles

 

 

 

 

 

 

Investment in collectible automobiles

 

 

 

 

 

 

Proceeds from Sale of Asset

 

 

 

 

 

 

Net cash provided by / (used in) investing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flow from financing activities:

 

 

 

 

 

 

Proceeds from sale of membership interests

 

 

 

 

 

 

Proceeds on borrowings from manager and affiliates, net of repayments

 

 

 

- 

 

 

Distributions

 

 

 

 

 

 

Net cash provided by / (used in) financing activities

 

 

 

- 

 

 

 

 

 

 

 

 

 

Net change in cash

 

 

 

(9,152) 

 

 

Cash beginning of year

485  

2,485  

2,500  

9,152  

1,485  

1,985  

Cash end of year

$485  

$2,485  

$2,500  

$ 

$1,485  

$1,985  

 

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-40


RSE COLLECTION, LLC

 

Consolidated Statements of Cash Flows

Year Ended December 31, 2020


 

Series #99LE1

Series #91MV1

Series #92LD1

Series #94DV1

Series #00FM1

Series #72MC1

Cash Flows from Operating Activities:

 

 

 

 

 

 

Net (Loss) / Income

$(3,124) 

$(3,066) 

$(3,298) 

$(3,104) 

$ 

$(3,231) 

Adjustments to reconcile net income /
(loss) to net cash (used in) provided by operating activities

 

 

 

 

 

 

Expenses Paid by Manager and Contributed to the Company / Series

3,544  

3,513  

3,463  

3,380  

 

3,520  

(Gain) / Loss on sale of Asset

 

 

 

 

 

 

Loss on Impairment of Asset

 

 

 

 

 

 

Prepaid Insurance

50  

26  

117  

19  

 

 

Insurance Payable

9 

 

22 

 

 

14 

Income Taxes Payable

 

 

 

 

(2,711) 

 

Due to the Manager or its Affiliates

 

 

 

 

(1,049)  

 

Accounts Payable

(479) 

(479) 

(304) 

(304) 

 

(304) 

Net cash (used in) / provided by operating activities

 

 

 

 

(3,760) 

 

 

 

 

 

 

 

 

Cash flow from investing activities:

 

 

 

 

 

 

Deposits on collectible automobiles

 

 

 

 

 

 

Investment in collectible automobiles

 

 

 

 

 

 

Proceeds from Sale of Asset

 

 

 

 

 

 

Net cash provided by / (used in) investing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flow from financing activities:

 

 

 

 

 

 

Proceeds from sale of membership interests

 

 

 

 

 

 

Proceeds on borrowings from manager and affiliates, net of repayments

 

 

 

 

- 

 

Distributions

 

 

 

 

 

 

Net cash provided by / (used in) financing activities

 

 

 

 

- 

 

 

 

 

 

 

 

 

Net change in cash

 

 

 

 

(3,760) 

 

Cash beginning of year

1,985  

984  

1,853  

1,984  

3,760  

4,989  

Cash end of year

$1,985  

$984  

$1,853  

$1,984  

 

$4,989  

 

 

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-41


RSE COLLECTION, LLC

 

Consolidated Statements of Cash Flows

Year Ended December 31, 2020


 

Series #06FG1

Series #11BM1

Series #80LC1

Series #02BZ1

Series #88BM1

Series #63CC1

Cash Flows from Operating Activities:

 

 

 

 

 

 

Net (Loss) / Income

$(3,617) 

$(3,156) 

$(4,259) 

$(3,370) 

$(3,268) 

$(3,235) 

Adjustments to reconcile net income / (loss) to net cash (used in) provided by operating activities

 

 

 

 

 

 

Expenses Paid by Manager and Contributed to the Company / Series

3,764  

3,448  

3,977  

3,506  

3,450  

3,431  

(Gain) / Loss on sale of Asset

 

 

 

 

 

 

Loss on Impairment of Asset

 

 

 

 

 

 

Prepaid Insurance

111  

 

495  

141  

102  

90  

Insurance Payable

46 

12 

90 

27 

20 

18 

Income Taxes Payable

 

 

 

 

 

 

Due to the Manager or its Affiliates

 

 

 

 

 

 

Accounts Payable

(304) 

(304) 

(304) 

(304) 

(304) 

(304) 

Net cash (used in) / provided by operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flow from investing activities:

 

 

 

 

 

 

Deposits on collectible automobiles

 

 

 

 

 

 

Investment in collectible automobiles

 

 

 

 

 

 

Proceeds from Sale of Asset

 

 

 

 

 

 

Net cash provided by / (used in) investing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flow from financing activities:

 

 

 

 

 

 

Proceeds from sale of membership interests

 

 

 

 

 

 

Proceeds on borrowings from manager and affiliates, net of repayments

 

 

 

 

 

 

Distributions

 

 

 

 

 

 

Net cash provided by / (used in) financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Net change in cash

 

 

 

 

 

 

Cash beginning of year

2,500  

2,000  

3,504  

3,000  

2,000  

1,999  

Cash end of year

$2,500  

$2,000  

$3,504  

$3,000  

$2,000  

$1,999  

 

 

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-42


RSE COLLECTION, LLC

 

Consolidated Statements of Cash Flows

Year Ended December 31, 2020


 

Series #76PT1

Series #75RA1

Series #65AG1

Series #93FS1

Series #90MM1

Series #61JE1

Cash Flows from Operating Activities:

 

 

 

 

 

 

Net (Loss) / Income

$(3,353) 

$(3,151) 

$(3,335) 

$(3,270) 

$(2,898) 

$(3,484) 

Adjustments to reconcile net income / (loss) to net cash (used in) provided by operating activities

 

 

 

 

 

 

Expenses Paid by Manager and Contributed to the Company / Series

3,619  

3,466  

3,778  

3,572  

3,205  

3,760  

(Gain) / Loss on sale of Asset

 

 

 

 

 

 

Loss on Impairment of Asset

 

 

 

 

 

 

Prepaid Insurance

11  

 

11  

 

 

- 

Insurance Payable

26 

(12) 

25 

3 

(3) 

28 

Income Taxes Payable

 

 

 

 

 

 

Due to the Manager or its Affiliates

 

 

 

 

 

 

Accounts Payable

(304) 

(304) 

(479) 

(304) 

(304) 

(304) 

Net cash (used in) / provided by operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flow from investing activities:

 

 

 

 

 

 

Deposits on collectible automobiles

 

 

 

 

 

 

Investment in collectible automobiles

 

 

 

 

 

 

Proceeds from Sale of Asset

 

 

 

 

 

 

Net cash provided by / (used in) investing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flow from financing activities:

 

 

 

 

 

 

Proceeds from sale of membership interests

 

 

 

 

 

 

Proceeds on borrowings from manager and affiliates, net of repayments

 

 

 

 

 

 

Distributions

 

 

 

 

 

 

Net cash provided by / (used in) financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Net change in cash

 

 

 

 

 

 

Cash beginning of year

1,999  

2,649  

3,700  

3,050  

1,799  

2,898  

Cash end of year

$1,999  

$2,649  

$3,700  

$3,050  

$1,799  

$2,898  

 

 

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-43


RSE COLLECTION, LLC

 

Consolidated Statements of Cash Flows

Year Ended December 31, 2020


 

Series #65FM1

Series #88PT1

Series #94LD1

Series #99SS1

Series #94FS1

Series #61MG1

Cash Flows from Operating Activities:

 

 

 

 

 

 

Net (Loss) / Income

$(3,146) 

$(3,122) 

$(4,131) 

$(3,248) 

$(3,266) 

$(3,643) 

Adjustments to reconcile net income / (loss) to net cash (used in) provided by operating activities

 

 

 

 

 

 

Expenses Paid by Manager and Contributed to the Company / Series

3,429  

3,435  

4,324  

3,691  

3,512  

3,983  

(Gain) / Loss on sale of Asset

 

 

 

 

 

 

Loss on Impairment of Asset

 

 

 

 

 

 

Prepaid Insurance

 

 

201  

17  

37  

 

Insurance Payable

11 

(10) 

84 

19 

20 

(36) 

Income Taxes Payable

 

 

 

 

 

 

Due to the Manager or its Affiliates

 

 

 

 

 

 

Accounts Payable

(304) 

(304) 

(479) 

(479) 

(304) 

(304) 

Net cash (used in) / provided by operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flow from investing activities:

 

 

 

 

 

 

Deposits on collectible automobiles

 

 

 

 

 

 

Investment in collectible automobiles

 

(291) 

 

 

 

 

Proceeds from Sale of Asset

 

 

 

 

 

 

Net cash provided by / (used in) investing activities

 

(291) 

 

 

 

 

 

 

 

 

 

 

 

Cash flow from financing activities:

 

 

 

 

 

 

Proceeds from sale of membership interests

 

 

 

 

 

 

Proceeds on borrowings from manager and affiliates, net of repayments

 

 

 

 

 

 

Distributions

 

 

 

 

 

 

Net cash provided by / (used in) financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Net change in cash

 

(291) 

 

 

 

 

Cash beginning of year

2,300  

4,439  

4,550  

3,064  

2,962  

4,197  

Cash end of year

$2,300  

$4,148  

$4,550  

$3,064  

$2,962  

$4,197  

 

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-44


RSE COLLECTION, LLC

 

Consolidated Statements of Cash Flows

Year Ended December 31, 2020


 

Series #92CC1

Series #89FT1

Series #80PN1

Series #89FG2

Series #88LL1

Series #03SS1

Consolidated

Cash Flows from Operating Activities:

 

 

 

 

 

 

 

Net (Loss) / Income

$(3,086) 

$(3,340) 

$(3,089) 

$(3,237) 

$(3,544) 

$68,479  

$(178,560) 

Adjustments to reconcile net income /
(loss) to net cash (used in) provided by operating activities

 

 

 

 

 

 

 

Expenses Paid by Manager and Contributed to the Company / Series

3,371  

3,807  

3,357  

3,445  

3,532  

1,209  

164,924  

(Gain) / Loss on sale of Asset

 

 

 

 

 

(87,250) 

(59,484) 

Loss on Impairment of Asset

 

 

 

 

 

 

75,987  

Prepaid Insurance

12  

 

 

 

77  

 

3,979  

Insurance Payable

 

(51) 

 

18 

41 

 

873 

Income Taxes Payable

 

 

 

 

 

18,373  

8,916  

Due to the Manager or its Affiliates

 

 

 

 

 

 

(3,455)  

Accounts Payable

(304) 

(417) 

(273) 

(232) 

(106) 

 

(16,752) 

Net cash (used in) / provided by operating activities

 

 

 

 

 

811  

(3,572) 

 

 

 

 

 

 

 

 

Cash flow from investing activities:

 

 

 

 

 

 

 

Deposits on collectible automobiles

 

 

 

 

 

 

 

Investment in collectible automobiles

 

 

 

 

(300) 

(332,750) 

(3,341) 

Proceeds from Sale of Asset

 

 

 

 

 

420,000  

855,000  

Net cash provided by / (used in) investing activities

 

 

 

 

(300) 

87,250  

851,659  

 

 

 

 

 

 

 

 

Cash flow from financing activities:

 

 

 

 

 

 

 

Proceeds from sale of membership interests

 

 

 

 

 

338,300  

338,300  

Proceeds on borrowings from manager and affiliates, net of repayments

 

 

 

 

 

 

(764,716) 

Distributions

 

 

 

 

 

(402,720) 

(402,720) 

Net cash provided by / (used in) financing activities

 

 

 

 

 

(64,420) 

(829,136) 

 

 

 

 

 

 

 

 

Net change in cash

 

 

 

 

(300) 

23,641  

18,951  

Cash beginning of year

2,412  

1,714  

3,662  

3,288  

5,789  

 

114,536  

Cash end of year

$2,412  

$1,714  

$3,662  

$3,288  

$5,489  

$23,641  

$133,487  

Supplemental Cash Flow Information:

 

 

 

 

 

 

 

Forgiveness of amounts due to manager and Contributed to the Company/Series

 

 

 

 

 

 

$      103,753


See accompanying notes, which are an integral part of these financial statements.

F-45


RSE COLLECTION, LLC

 

Consolidated Statements of Cash Flows

Year Ended December 31, 2019


 

Series #69BM1

Series #85FT1

Series #88LJ1

Series #55PS1

Series #95BL1

Cash Flows from Operating Activities:

 

 

 

 

 

Net (Loss) / Income

$(4,471) 

$(5,806) 

$(6,352) 

$(5,763) 

$(4,421) 

Adjustments to reconcile net income / (loss) to net cash provided by operating activities

 

 

 

 

 

Expenses Paid by Manager and Contributed to the Company / Series

4,125  

5,456  

5,908  

5,383  

3,963  

(Gain) / Loss on Sale of Assets

 

 

 

 

 

Prepaid Insurance

(33) 

(29) 

(35) 

(99) 

(21) 

Due to the Manager for Insurance

 

 

 

 

 

Income Taxes Payable

 

 

 

 

 

Accounts Payable

379  

379  

479  

479  

479  

Net cash used in operating activities

 

 

 

 

 

 

 

 

 

 

 

Cash flow from investing activities:

 

 

 

 

 

Deposits on collectible automobiles

 

 

 

 

 

Repayment of investments in collectible automobiles upon Offering close

 

 

 

 

 

Investment in collectible automobiles

 

 

 

(286) 

 

Proceeds from Sale of Assets

 

 

 

 

 

Net cash (used in) / provided by investing activities

 

 

 

(286) 

 

 

 

 

 

 

 

Cash flow from financing activities:

 

 

 

 

 

Proceeds from sale of membership interests

 

 

 

 

 

Due to the manager and other affiliates

 

 

 

 

 

Contribution from Series to RSE Collection

 

 

 

 

 

Contribution by Manager and Company to pay closing expenses

 

 

 

 

 

Distribution to RSE Collection

 

 

 

 

 

Distribution of Gain on sale of assets to members

 

 

 

 

 

Net cash used in financing activities

 

 

 

 

 

 

 

 

 

 

 

Net change in cash

 

 

 

(286) 

 

Cash beginning of year

4,149  

- 

 

2,500  

1,000  

Cash end of year

$4,149  

$- 

$ 

$2,214  

$1,000  

Supplemental Cash Flow Information:

 

 

 

 

 

Membership Interests issued to Asset Seller as consideration

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-46


RSE COLLECTION, LLC

 

Consolidated Statements of Cash Flows

Year Ended December 31, 2019


 

Series #89PS1

Series #90FM1

Series #83FB1

Series #98DV1

Series #06FS1

Cash Flows from Operating Activities:

 

 

 

 

 

Net (Loss) / Income

$(4,358) 

$(4,032) 

$(5,264) 

$(4,457) 

$26,702  

Adjustments to reconcile net income / (loss) to net cash provided by operating activities

 

 

 

 

 

Expenses Paid by Manager and Contributed to the Company / Series

4,084  

3,732  

4,850  

4,002  

7,909  

(Gain) / Loss on Sale of Assets

 

 

 

 

(34,714) 

Prepaid Insurance

(30) 

(4) 

(65) 

(24) 

118  

Due to the Manager for Insurance

 

 

 

 

 

Income Taxes Payable

 

 

 

 

6,746  

Accounts Payable

304  

304  

479  

479  

 

Net cash used in operating activities

- 

 

 

- 

6,761  

 

 

 

 

 

 

Cash flow from investing activities:

 

 

 

 

 

Deposits on collectible automobiles

 

 

 

 

 

Repayment of investments in collectible automobiles upon Offering close

 

 

 

 

 

Investment in collectible automobiles

 

(286) 

(286) 

 

(286) 

Proceeds from Sale of Assets

 

 

 

 

227,500  

Net cash (used in) / provided by investing activities

 

(286) 

(286) 

 

227,214  

 

 

 

 

 

 

Cash flow from financing activities:

 

 

 

 

 

Proceeds from sale of membership interests

 

 

 

 

 

Due to the manager and other affiliates

 

 

 

 

2,406  

Contribution from Series to RSE Collection

 

 

 

 

 

Contribution by Manager and Company to pay closing expenses

 

 

 

 

 

Distribution to RSE Collection

 

 

 

 

 

Distribution of Gain on sale of assets to members

 

 

 

 

(230,000) 

Net cash used in financing activities

 

 

 

 

(227,594) 

 

 

 

 

 

 

Net change in cash

- 

(286) 

(286) 

- 

6,381  

Cash beginning of year

1,271  

771  

2,771  

2,500  

2,771  

Cash end of year

$1,271  

$485  

$2,485  

$2,500  

$9,152  

Supplemental Cash Flow Information:

 

 

 

 

 

Membership Interests issued to Asset Seller as consideration

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-47


RSE COLLECTION, LLC

 

Consolidated Statements of Cash Flows

Year Ended December 31, 2019


 

Series #93XJ1

Series #02AX1

Series #99LE1

Series #91MV1

Series #92LD1

Cash Flows from Operating Activities:

 

 

 

 

 

Net (Loss) / Income

$(2,904) 

$(3,876) 

$(4,235) 

$(4,120) 

$(5,237) 

Adjustments to reconcile net income / (loss) to net cash provided by operating activities

 

 

 

 

 

Expenses Paid by Manager and Contributed to the Company / Series

3,109  

3,417  

3,771  

3,649  

4,289  

(Gain) / Loss on Sale of Assets

 

 

 

 

 

Prepaid Insurance

(205) 

(20) 

(15) 

(8) 

(31) 

Due to the Manager for Insurance

 

 

 

 

 

Income Taxes Payable

 

 

 

 

 

Accounts Payable

 

479  

479  

479  

304  

Net cash used in operating activities

- 

- 

- 

 

(675) 

 

 

 

 

 

 

Cash flow from investing activities:

 

 

 

 

 

Deposits on collectible automobiles

 

 

 

 

 

Repayment of investments in collectible automobiles upon Offering close

 

 

 

 

 

Investment in collectible automobiles

(286) 

(286) 

(286) 

(287) 

(243) 

Proceeds from Sale of Assets

 

 

 

 

 

Net cash (used in) / provided by investing activities

(286) 

(286) 

(286) 

(287) 

(243) 

 

 

 

 

 

 

Cash flow from financing activities:

 

 

 

 

 

Proceeds from sale of membership interests

 

 

 

 

 

Due to the manager and other affiliates

 

 

 

 

 

Contribution from Series to RSE Collection

 

 

 

 

 

Contribution by Manager and Company to pay closing expenses

 

 

 

 

 

Distribution to RSE Collection

 

 

 

 

 

Distribution of Gain on sale of assets to members

 

 

 

 

 

Net cash used in financing activities

 

 

 

 

 

 

 

 

 

 

 

Net change in cash

(286) 

(286) 

(286) 

(287) 

(918) 

Cash beginning of year

1,771  

2,271  

2,271  

1,271  

2,771  

Cash end of year

$1,485  

$1,985  

$1,985  

$984  

$1,853  

Supplemental Cash Flow Information:

 

 

 

 

 

Membership Interests issued to Asset Seller as consideration

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-48


RSE COLLECTION, LLC

 

Consolidated Statements of Cash Flows

Year Ended December 31, 2019


 

Series #94DV1

Series #00FM1

Series #72MC1

Series #06FG1

Series #11BM1

Cash Flows from Operating Activities:

 

 

 

 

 

Net (Loss) / Income

$(4,281) 

$10,670  

$(4,284) 

$(4,964) 

$(3,557) 

Adjustments to reconcile net income / (loss) to net cash provided by operating activities

 

 

 

 

 

Expenses Paid by Manager and Contributed to the Company / Series

4,036  

 

3,977  

4,772  

3,253  

(Gain) / Loss on Sale of Assets

 

(14,438) 

 

 

 

Prepaid Insurance

(58) 

 

 

(112) 

- 

Due to the Manager for Insurance

 

 

 

 

 

Income Taxes Payable

 

2,711  

 

 

 

Accounts Payable

304  

 

304  

304  

304  

Net cash used in operating activities

- 

(1,049) 

 

 

- 

 

 

 

 

 

 

Cash flow from investing activities:

 

 

 

 

 

Deposits on collectible automobiles

 

 

 

 

 

Repayment of investments in collectible automobiles upon Offering close

 

 

 

 

 

Investment in collectible automobiles

(287) 

(45,562) 

(65,762) 

(309,286) 

(79,786) 

Proceeds from Sale of Assets

 

60,000  

 

 

 

Net cash (used in) / provided by investing activities

(287) 

14,438  

(65,762) 

(309,286) 

(79,786) 

 

 

 

 

 

 

Cash flow from financing activities:

 

 

 

 

 

Proceeds from sale of membership interests

 

47,774  

70,751  

312,086  

82,286  

Due to the manager and other affiliates

 

1,049  

 

 

 

Contribution from Series to RSE Collection

 

 

 

 

 

Contribution by Manager and Company to pay closing expenses

 

 

 

 

 

Distribution to RSE Collection

 

(212) 

 

(300) 

(500) 

Distribution of Gain on sale of assets to members

 

(58,240) 

 

 

 

Net cash used in financing activities

 

(9,629) 

70,751  

311,786  

81,786  

 

 

 

 

 

 

Net change in cash

(287) 

3,760  

4,989  

2,500  

2,000  

Cash beginning of year

2,271  

 

 

 

 

Cash end of year

$1,984  

$3,760  

$4,989  

$2,500  

$2,000  

Supplemental Cash Flow Information:

 

 

 

 

 

Membership Interests issued to Asset Seller as consideration

 

 

$49,800  

 

 


See accompanying notes, which are an integral part of these financial statements.

F-49


RSE COLLECTION, LLC

 

Consolidated Statements of Cash Flows

Year Ended December 31, 2019


 

Series #80LC1

Series #02BZ1

Series #88BM1

Series #63CC1

Series #76PT1

Cash Flows from Operating Activities:

 

 

 

 

 

Net (Loss) / Income

$(4,217) 

$(4,714) 

$(3,821) 

$(3,657) 

$(3,669) 

Adjustments to reconcile net income / (loss) to net cash provided by operating activities

 

 

 

 

 

Expenses Paid by Manager and Contributed to the Company / Series

4,409  

4,551  

3,620  

3,442  

3,376  

(Gain) / Loss on Sale of Assets

 

 

 

 

 

Prepaid Insurance

(496) 

(141) 

(103) 

(89) 

(11) 

Due to the Manager for Insurance

 

 

 

 

 

Income Taxes Payable

 

 

 

 

 

Accounts Payable

304  

304  

304  

304  

304  

Net cash used in operating activities

- 

 

- 

- 

- 

 

 

 

 

 

 

Cash flow from investing activities:

 

 

 

 

 

Deposits on collectible automobiles

 

 

 

 

 

Repayment of investments in collectible automobiles upon Offering close

 

 

 

 

 

Investment in collectible automobiles

(564,814) 

(186,301) 

(136,465) 

(120,286) 

(182,802) 

Proceeds from Sale of Assets

 

 

 

 

 

Net cash (used in) / provided by investing activities

(564,814) 

(186,301) 

(136,465) 

(120,286) 

(182,802) 

 

 

 

 

 

 

Cash flow from financing activities:

 

 

 

 

 

Proceeds from sale of membership interests

569,091  

189,601  

138,765  

122,586  

185,301  

Due to the manager and other affiliates

 

 

 

 

 

Contribution from Series to RSE Collection

 

 

 

 

 

Contribution by Manager and Company to pay closing expenses

 

 

 

 

 

Distribution to RSE Collection

(774) 

(300) 

(300) 

(300) 

(500) 

Distribution of Gain on sale of assets to members

 

 

 

 

 

Net cash used in financing activities

568,318  

189,301  

138,465  

122,286  

184,801  

 

 

 

 

 

 

Net change in cash

3,504  

3,000  

2,000  

1,999  

1,999  

Cash beginning of year

 

 

 

 

 

Cash end of year

$3,504  

$3,000  

$2,000  

$1,999  

$1,999  

Supplemental Cash Flow Information:

 

 

 

 

 

Membership Interests issued to Asset Seller as consideration

$47,625  

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-50


RSE COLLECTION, LLC

 

Consolidated Statements of Cash Flows

Year Ended December 31, 2019


 

Series #75RA1

Series #65AG1

Series #93FS1

Series #90MM1

Series #61JE1

Cash Flows from Operating Activities:

 

 

 

 

 

Net (Loss) / Income

$(3,413) 

$(3,385) 

$(1,530) 

$(1,183) 

$(3,048) 

Adjustments to reconcile net income / (loss) to net cash provided by operating activities

 

 

 

 

 

Expenses Paid by Manager and Contributed to the Company / Series

3,086  

2,917  

1,210  

872  

2,737  

(Gain) / Loss on Sale of Assets

 

 

 

 

 

Prepaid Insurance

 

(11) 

 

 

 

Due to the Manager for Insurance

23  

 

17  

 

 

Income Taxes Payable

 

 

 

 

 

Accounts Payable

304  

479  

304  

304  

304  

Net cash used in operating activities

- 

- 

- 

 

- 

 

 

 

 

 

 

Cash flow from investing activities:

 

 

 

 

 

Deposits on collectible automobiles

 

 

 

 

 

Repayment of investments in collectible automobiles upon Offering close

 

 

 

 

 

Investment in collectible automobiles

(75,903) 

(170,286) 

(131,136) 

(23,187) 

(235,388) 

Proceeds from Sale of Assets

 

 

 

 

 

Net cash (used in) / provided by investing activities

(75,903) 

(170,286) 

(131,136) 

(23,187) 

(235,388) 

 

 

 

 

 

 

Cash flow from financing activities:

 

 

 

 

 

Proceeds from sale of membership interests

79,052  

173,986  

134,186  

24,986  

238,636  

Due to the manager and other affiliates

 

 

 

 

 

Contribution from Series to RSE Collection

 

 

 

 

 

Contribution by Manager and Company to pay closing expenses

 

 

 

 

 

Distribution to RSE Collection

(500) 

 

 

 

(350) 

Distribution of Gain on sale of assets to members

 

 

 

 

 

Net cash used in financing activities

78,552  

173,986  

134,186  

24,986  

238,286  

 

 

 

 

 

 

Net change in cash

2,649  

3,700  

3,050  

1,799  

2,898  

Cash beginning of year

 

 

 

 

 

Cash end of year

$2,649  

$3,700  

$3,050  

$1,799  

$2,898  

Supplemental Cash Flow Information:

 

 

 

 

 

Membership Interests issued to Asset Seller as consideration

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-51


RSE COLLECTION, LLC

 

Consolidated Statements of Cash Flows

Year Ended December 31, 2019


 

Series #65FM1

Series #88PT1

Series #94LD1

Series #99SS1

Series #94FS1

Cash Flows from Operating Activities:

 

 

 

 

 

Net (Loss) / Income

$(2,697) 

$(1,322) 

$(2,597) 

$(1,612) 

$(870) 

Adjustments to reconcile net income / (loss) to net cash provided by operating activities

 

 

 

 

 

Expenses Paid by Manager and Contributed to the Company / Series

2,403  

999  

2,319  

1,150  

604  

(Gain) / Loss on Sale of Assets

 

 

 

 

 

Prepaid Insurance

(10) 

 

(201) 

(17) 

(38) 

Due to the Manager for Insurance

 

19  

 

 

 

Income Taxes Payable

 

 

 

 

 

Accounts Payable

304  

304  

479  

479  

304  

Net cash used in operating activities

 

 

- 

- 

- 

 

 

 

 

 

 

Cash flow from investing activities:

 

 

 

 

 

Deposits on collectible automobiles

 

 

 

 

 

Repayment of investments in collectible automobiles upon Offering close

 

 

 

 

 

Investment in collectible automobiles

(75,997) 

(62,780) 

(572,236) 

(129,227) 

(138,482) 

Proceeds from Sale of Assets

 

 

 

 

 

Net cash (used in) / provided by investing activities

(75,997) 

(62,780) 

(572,236) 

(129,227) 

(138,482) 

 

 

 

 

 

 

Cash flow from financing activities:

 

 

 

 

 

Proceeds from sale of membership interests

79,297  

65,005  

577,286  

133,279  

141,794  

Due to the manager and other affiliates

 

 

 

 

 

Contribution from Series to RSE Collection

 

 

 

 

 

Contribution by Manager and Company to pay closing expenses

 

2,214  

 

 

 

Distribution to RSE Collection

(1,000) 

 

(500) 

(988) 

(350) 

Distribution of Gain on sale of assets to members

 

 

 

 

 

Net cash used in financing activities

78,297  

67,219  

576,786  

132,291  

141,444  

 

 

 

 

 

 

Net change in cash

2,300  

4,439  

4,550  

3,064  

2,962  

Cash beginning of year

 

 

 

 

 

Cash end of year

$2,300  

$4,439  

$4,550  

$3,064  

$2,962  

Supplemental Cash Flow Information:

 

 

 

 

 

Membership Interests issued to Asset Seller as consideration

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-52


RSE COLLECTION, LLC

 

Consolidated Statements of Cash Flows

Year Ended December 31, 2019


 

Series #61MG1

Series #92CC1

Series #89FT1

Series #80PN1

Series #89FG2

Series #88LL1

Consolidated   

Cash Flows from Operating Activities:

 

 

 

 

 

 

 

Net (Loss) / Income

$(1,676) 

$(643) 

$(1,922) 

$(487) 

$(461) 

$(1,378) 

$(174,602) 

Adjustments to reconcile net income / (loss) to net cash provided by operating activities

 

 

 

 

 

 

 

Expenses Paid by Manager and Contributed to the Company / Series

1,288  

351  

1,429  

212  

236  

1,349  

146,030  

(Gain) / Loss on Sale of Assets

 

 

 

 

 

 

(22,002) 

Prepaid Insurance

 

(12) 

 

 

(7) 

(77) 

(2,598) 

Due to the Manager for Insurance

84  

 

76  

 

 

 

423  

Income Taxes Payable

 

 

 

 

 

 

9,457  

Accounts Payable

304  

304  

417  

273  

232  

106  

16,452  

Net cash used in operating activities

 

 

 

- 

- 

- 

(26,840) 

 

 

 

 

 

 

 

 

Cash flow from investing activities:

 

 

 

 

 

 

 

Deposits on collectible automobiles

 

 

 

 

 

 

120,432  

Repayment of investments in collectible automobiles upon Offering close

 

 

 

 

 

 

 

Investment in collectible automobiles

(325,590) 

(46,188) 

(175,136) 

(47,388) 

(119,562) 

(277,511) 

(3,039,129) 

Proceeds from Sale of Assets

 

 

 

 

 

 

397,500  

Net cash (used in) / provided by investing activities

(325,590) 

(46,188) 

(175,136) 

(47,388) 

(119,562) 

(277,511) 

(2,521,197) 

 

 

 

 

 

 

 

 

Cash flow from financing activities:

 

 

 

 

 

 

 

Proceeds from sale of membership interests

330,287  

48,600  

176,850  

47,020  

123,550  

283,775  

4,375,831  

Due to the manager and other affiliates

 

 

 

 

 

 

(1,378,451) 

Contribution from Series to RSE Collection

 

 

 

 

 

 

 

Contribution by Manager and Company to pay closing expenses

 

 

400  

4,030  

 

 

6,644  

Distribution to RSE Collection

(500) 

 

(400) 

 

(700) 

(475) 

 

Distribution of Gain on sale of assets to members

 

 

 

 

 

 

(398,240) 

Net cash used in financing activities

329,787  

48,600  

176,850  

51,050  

122,850  

283,300  

2,605,784  

 

 

 

 

 

 

 

 

Net change in cash

4,197  

2,412  

1,714  

3,662  

3,288  

5,789  

57,747  

Cash beginning of year

 

 

 

 

 

 

56,787  

Cash end of year

$4,197  

$2,412  

$1,714  

$3,662  

$3,288  

$5,789  

$114,534  

Supplemental Cash Flow Information:

 

 

 

 

 

 

 

Membership Interests issued to Asset Seller as consideration

 

 

 

 

 

 

$97,425  

Non-cash Financing Activities:

 

 

 

 

 

 

 

Capital Contribution of certain amounts due to manager

 

 

 

 

 

 

$27,150  


See accompanying notes, which are an integral part of these financial statements.

F-53


RSE COLLECTION, LLC

 

Notes to Consolidated Financial Statements


NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

 

RSE Collection, LLC (the “Company,” “RSE Collection,” “we,” “us,” or “our”) is a Delaware series limited liability company formed on August 24, 2016. The Company’s core business is the identification and acquisition of collectible automobiles (“Automobile Assets” or the “Asset Class”) and the management and marketing of a collection of Automobile Assets, as selected and acquired by the Company for the benefit of investors. RSE Markets, Inc., a Delaware corporation formed on April 28, 2016 (“RSE Markets”), is the manager of the Company (the “Manager”) and also serves as the asset manager for the collection of Automobile Assets owned by the Company and each series (the “Asset Manager”). Effective on March 26, 2021 RSE Collection Manager, LLC, a single member Delaware limited liability company formed on March 16, 2021 and owned by Rally Holdings LLC, a single member Delaware limited liability company formed on October 27, 2020 (“Rally Holdings”) and a wholly owned subsidiary of RSE Markets, Inc., became the Manager of the Company, and Rally Holdings became the Asset Manager of the Company. The Company issues membership interests (the “Interests”) in a number of separate individual series (each, a “Series”) of the Company (each, an “Offering”). There will be a separate closing with respect to each Offering (each, a “Closing”). Each Series will own a unique Automobile Asset (an “Underlying Asset”) and the assets and liabilities of each Series will be separate in accordance with Delaware law. A purchaser of Interests (an “Investor”) in any Series acquires a proportional share of assets, liabilities, profits, and losses as they pertain to a particular Series, and the sole assets and liabilities of any given Series at the time of an Offering related to that particular Series is a single Underlying Asset (plus any cash reserves for future Operating Expenses (as described in Note B(5)) as well as certain liabilities related to expenses pre-paid by the Asset Manager. Any individuals, dealers or auction company which owns an Underlying Asset prior to a purchase of an Underlying Asset by the Company in advance of a potential Offering or the Closing of an Offering from which proceeds are used to acquire the Underlying Asset are referred to as “Asset Sellers.” “Current Period” refers to the time period between January 1, 2020 and December 31, 2020. “Prior Period” refers to the time period between January 1, 2019 and December 31, 2019. The Manager has assembled a network of advisors with experience in the Asset Class (an “Advisory Board”) to assist the Manager in identifying, acquiring and managing Underlying Assets, as well as other aspects of the Platform.

The Asset Manager is a technology and marketing company that operates the Rally Rd. platform (the “Platform") and manages the Company, through the Manager, and the assets owned by the Company in its roles as the Asset Manager of each Series. The Asset Manager is the owner of the Manager.

 

All voting rights, except as specified in the Operating Agreement or required by law, remain with the Manager (e.g., determining the type and quantity of general maintenance and other expenses required for the appropriate upkeep of each Underlying Asset, determining how to best commercialize the applicable Underlying Assets, evaluating potential sale offers and the liquidation of a Series). The Manager manages the ongoing operations of each Series in accordance with the operating agreement of the Company.

 

OPERATING AGREEMENT

 

General:

In accordance with the operating agreement each Investor in a Series grants a power of attorney to the Manager. The Manager has the right to appoint officers of the Company and each Series.

 

Operating Expenses:

After the Closing of an Offering, each Series is responsible for its own Operating Expenses (as described in Note B(5)). Prior to the Closing, Operating Expenses are borne by the Manager or the Asset Manager and not reimbursed by the economic members of a particular Series. Should post-Closing Operating Expenses exceed revenues or cash reserves, the Manager or the Asset Manager may (a) pay such Operating Expenses and not seek reimbursement, (b) loan the amount of the Operating Expenses to the Series and be entitled to reimbursement of such amount from future revenues generated by the Series (the “Operating Expenses Reimbursement Obligation(s)”), on which the Manager or the Asset Manager may impose a rate of interest, and/or (c) cause additional Interests to be issued in order to cover such additional amounts, which Interests may be issued to existing or new Investors, and may include the Manager or its affiliates or the Asset Manager.


F-54


RSE COLLECTION, LLC

 

Notes to Consolidated Financial Statements


NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)

 

Fees:

Sourcing Fee: The Manager expects to receive a fee, as determined by the Manager, at the Closing of each successful Offering for its services of sourcing the Underlying Assets (the “Sourcing Fee”), which may be waived by the Manager in its sole discretion.

 

Brokerage Fee:  For all Series, except in the case of Series #77LE1, the broker of record (the “BOR”) received a fee (the “Brokerage Fee”) of 0.75% of the cash from Offering for facilitating the sale of securities for Offerings qualified as of March 6, 2019. In the instance of #77LE1 and all Series qualified after March 6, 2019 the Brokerage Fee is equal to 1.0% of the gross proceeds of each Offering.

 

Custody Fee: In respect to current Offerings, the custodian of Interests (the “Custodian”), holding custody of the securities upon issuance, will receive a fee of 0.75% on Interests sold in an Offering (the “Custody Fee”). In the case of the offerings for the Series #77LE1, Series #69BM1, Series #85FT1, Series #88LJ1 and Series #55PS1, no custody agreement was yet in place and as such, no Custody Fee was paid. Should a Custody Fee become applicable for the Interests in these Series in future, the Manager will pay and not be reimbursed for such Custody Fee. For all other current offerings, the Custody Fee is paid from the proceeds of each offering.

 

Free Cash Flow Distributions:

At the discretion of the Manager, a Series may make distributions of Free Cash Flow (as described in Note F) to both the holders of economic Interests in the form of a dividend and the Manager in the form of a Management Fee (as described in Note F).

 

In the case that Free Cash Flow (as described in Note F) is available and such distributions are made, at the sole discretion of the Manager, the Investors will receive no less than 50% of Free Cash Flow and the Manager will receive up to 50% of Free Cash Flow in the form of a Management Fee (as described in Note F) for management of the applicable Underlying Asset. The Management Fee is accounted for as an expense to the relevant Series rather than a distribution from Free Cash Flow.

 

Other:

The Manager is responsible for covering its own expenses.

 

LIQUIDITY AND CAPITAL RESOURCES

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Neither the Company nor any of the Series has generated revenues or profits in the Current Period or Prior Period, except for certain Underlying Assets that were sold during the Current Period and Prior Period for gains (see Asset Disposition section in Note (A)).

 

On a total consolidated basis, the Company generated the following: Income / (Loss), Net Working Capital, and Accumulated Deficits. Additionally, each listed Series for which an Underlying Asset was owned as of the end of the Current Period and the end of the Prior Period has incurred net losses since their respective dates of acquisition and have an accumulated deficit at the end of the Current Period and at the end of the Prior Period.

 

Period

Income / (Loss)

Net Working Capital

Accumulated Deficit

2019

($174,602)

($1,188,530)

($316,397)

2020

($178,560)

($294,671)

($558,167)


F-55


RSE COLLECTION, LLC

 

Notes to Consolidated Financial Statements


NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)

 

All of the liabilities on the balance sheet as of the end of the Current Period are obligations to third-parties or the Manager. All of these liabilities, other than ones for which the Manager does not seek reimbursement, will be covered through the proceeds of future Offerings for the various Series of Interests. If the Company does not continue to obtain financing from the Manager, it will be unable to repay these obligations as they come due, including the obligations of each listed Series.  These factors raise substantial doubt about the Company’s and each listed Series’ ability to continue as a going concern for the twelve months following the date of this filing.

 

No revenue models have been developed at the Company or Series level and we do not expect either the Company or any of its Series to generate any revenues for some time. Each Series will continue to incur Operating Expenses (as described in Note B(5)) including, but not limited to storage, insurance, transportation and maintenance expenses, on an ongoing basis.


F-56


RSE COLLECTION, LLC

 

Notes to Consolidated Financial Statements


NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)

 

At the end of the Current Period and end of the Prior Period, the Company and the Series for which Closings had occurred, had the following cash balances:

 

Cash Balance

Applicable Series

12/31/2020

12/31/2019

 #77LE1

$2,780  

$2,780 

 #69BM1

4,149  

4,149 

 #55PS1

2,214  

2,214 

 #95BL1

1,000  

1,000 

 #89PS1

1,271  

1,271 

 #90FM1

485  

485 

 #83FB1

2,485  

2,485 

 #98DV1

2,500  

2,500 

 #06FS1

 

9,152 

 #93XJ1

1,485  

1,485 

 #02AX1

1,985  

1,985 

 #99LE1

1,985  

1,985 

 #91MV1

984  

984 

 #92LD1

1,853  

1,853 

 #94DV1

1,984  

1,984 

 #00FM1

- 

3,760 

 #72MC1

4,989  

4,989 

 #06FG1

2,500  

2,500 

 #11BM1

2,000  

2,000 

 #80LC1

3,504  

3,504 

 #02BZ1

3,000  

3,000 

 #88BM1

2,000  

2,000 

 #63CC1

1,999  

1,999 

 #76PT1

1,999  

1,999 

 #75RA1

2,649  

2,649 

 #65AG1

3,700  

3,700 

 #93FS1

3,050  

3,050 

 #90MM1

1,799  

1,799 

 #61JE1

2,898  

2,898 

 #88PT1

4,148  

4,439 

 #65FM1

2,300  

2,300 

 #94LD1

4,550  

4,550 

 #99SS1

3,064  

3,064 

 #94FS1

2,962  

2,962 

 #61MG1

4,197  

4,197 

 #92CC1

2,412  

2,412 

 #89FT1

1,714  

1,714 

 #80PN1

3,662  

3,662 

 #89FG2

3,288  

3,288 

 #88LL1

5,489  

5,789 

#03SS1

23,641  

- 

Total Series Cash Balance

$124,672  

$114,536 

RSE Collection

8,815  

- 

Total Cash Balance

$133,487  

$114,536 

 

 

 

 

Note: Series #77LE1 Interests were issued under Rule 506(c) and as such Series #77LE1 has not been broken out as a separate Series in the financial statements but is included in the table above.


F-57


RSE COLLECTION, LLC

 

Notes to Consolidated Financial Statements


NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)

 

The cash on the books of the Company is reserved for funding future pre-Closing Operating Expenses (as described in Note B(5)) or Acquisition Expenses (as described in Note B(6)), as the case may be. The cash on the books of each Series is reserved for funding of post-Closing Operating Expenses; During the Current Period, the Manager has paid for certain but not all Operating Expenses related to Series that have closed Offerings and has elected not to be reimbursed. These payments made by the Manager are accounted for as capital contributions and are further described in Note B(5).

 

From inception, the Company and the Series have financed their business activities through capital contributions from the Manager or its affiliates to the individual Series. Until such time as the Series have the capacity to generate cash flows from operations, the Manager may cover any deficits through additional capital contributions or the issuance of additional Interests in any individual Series. In addition, parts of the proceeds of future Offerings may be used to create reserves for future Operating Expenses (as described in Note B(5)) for individual Series, as has been the case for the majority of the Series for which Closings have occurred, listed in the table above, at the sole discretion of the Manager. If the Manager does not continue to fund future Operating Expenses of the Company and the Series, the Company’s ability to continue future operations may be limited. There is no assurance that financing from the Manager will remain available or that the Manager will provide the Company or any Series with sufficient capital to meet its objectives.  

 

INITIAL OFFERINGS

 

All Series, for which a closing had occurred as of the date of the financial statements, had commenced operations, were capitalized and had assets. Additionally, various Series have liabilities. The table outlined in Note B(7) outlines all Offerings for which a Closing has occurred during the Current Period and Prior Period.


F-58


RSE COLLECTION, LLC

 

Notes to Consolidated Financial Statements


NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)

 

ASSET DISPOSITIONS

 

During the Current Period and Prior Period, the Company received purchase offers for the Underlying Assets listed in the table below. Per the terms of the Company’s Operating Agreement, the Company, together with the Company’s Advisory Board has evaluated the offers and has determined that it is in the interest of the Investors to sell the Underlying Asset. In certain instances the Company may decide to sell an Underlying Asset, that is on the books of the Company, but no Offering has occurred. Therefore the Underlying Asset has not but not yet been transferred to the applicable Series. In these instances, the anticipated Offering for the Series related to such Underlying Asset is cancelled and no securities are sold.

 

Series

Underlying Asset

Date of Sale Agreement

Proceeds from Sale

Initial Purchase Price

Carrying Value

Gain on Sale / (Loss)

Balance Sheet at time of Sale

Corporate Level Taxes on Gain on Sale

Total Initial Offering Price
/ Per Interest

Total Distribution to Investors
/ Per Interests

#00FM1

2000 Ford Mustang Cobra R

04/15/2019

$60,000

$43,000

$45,276

$14,438

$2,286

$2,711

$49,500 / $24.75

$58,240 / $29.12

2003 Porsche 911 GT2 (1)

4/17/2019

$110,000

$137,000

$137,150

($27,150)

 

 

 

 

#06FS1 (2)

2006 Ferrari F430 Spider "Manual"

5/10/2019

$227,500

$192,500

$192,786

$34,714

$2,485

$6,746

$199,000 / $39.80

$ 230,000 / $46.00

1990 Mercedes 190E 2.5-16 Evo II (1)

 

1/31/2020

$235,000

$251,992

$262,766

($27,766)

 

 

 

 

1972 Ferrari 365 GTC/4 (1)

 

9/10/2020

$200,000

$275,000

$275,987

$0

(3)

 

 

 

 

#03SS1 (2)

2003 Saleen S7

9/27/2020

$420,000

$330,000

$332,750

$87,250

$5,550

$18,373

$375,000 / $125.00

$420,000 / $140.00

 

Note: Total Distribution to Interest Holders includes cash on balance sheet of Series and is net of corporate level taxes on gain on sale.

(1)At the time of the sale the Underlying Asset was still owned by the Company not by any Series. 

(2)The Manager made an additional capital contribution to the Series to cover corporate level taxes on the gain on sale. 

(3)An impairment was booked for this asset in 2020 for $75,987. 

 

Upon disposition, the Series will be dissolved upon payment of their current corporate tax liabilities and any sales tax remittance.


F-59


RSE COLLECTION, LLC

 

Notes to Consolidated Financial Statements


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

1.Basis of Presentation 

 

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

 

The consolidated financial statements include the accounts of the Company and the accounts of Series #77LE1. Interests in Series #77LE1 were issued under Rule 506(c) of Regulation D and were thus not qualified under the Company’s offering circular (as amended), and thus separate financial statements for Series #77LE1 are not presented.

 

All other Offerings that had closed as of the date of the financial statements were issued under Tier 2 of Regulation A+ and qualified under the Company’s Offering Circular (as amended). Separate financial statements are presented for each such Series.

 

2.Use of Estimates: 

 

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

 

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near-term due to one or more future confirming events.  Accordingly, the actual results could differ significantly from our estimates.

 

3.Cash and Cash Equivalents: 

 

The Company considers all short-term investments with an original maturity of three months or less when purchased, or otherwise acquired, to be cash equivalents.

 

4.Offering Expenses: 

 

Offering expenses (the “Offering Expenses”) related to the Offering for a specific Series consist of underwriting, legal, accounting, escrow, compliance, filing and other expenses incurred through the balance sheet date that are directly related to a proposed Offering and will generally be charged to members' equity upon the completion of the proposed Offering. Expenses that are incurred prior to the Closing of an Offering for such Series, that are funded by the Manager and will generally be reimbursed through the proceeds of the Offering related to the Series. However, the Manager has agreed to pay and not be reimbursed for Offering Expenses incurred with respect to the Offerings for all Series that have had a Closing as of the date of the financial statements and potentially other future Offerings.


F-60


RSE COLLECTION, LLC

 

Notes to Consolidated Financial Statements


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

 

5.Operating Expenses: 

 

Operating Expenses (as described below) related to a particular Underlying Asset include storage, insurance, transportation (other than the initial transportation from the Underlying Asset’s location to the Manager’s storage facility prior to the Offering, which is treated as an Acquisition Expense (as described in Note B(6)), maintenance, professional fees such as annual audit and legal expenses and other Underlying Asset specific expenses as detailed in the Manager’s allocation policy, together the “Operating Expenses”.  We distinguish between pre-Closing and post-Closing Operating Expenses. Operating Expenses are expensed as incurred.

 

Except as disclosed with respect to any future Offering, expenses of this nature that are incurred prior to the Closing of an Offering of Series of Interests, are funded by the Manager and are not reimbursed by the Company, the Series or economic members. Expenses in this case are treated as capital contributions from the Manager to the Company and are summarized in the table below.

 

Period

Pre-Closing Operating Expense Capital Contributions

Post-Closing Operating Expense Capital Contributions

2019

$49,429

$130,194

2020

$125,988

$142,690


F-61


RSE COLLECTION, LLC

 

Notes to Consolidated Financial Statements


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

During the Current Period and Prior Period, the Company incurred pre-Closing Operating Expenses and the following Series had closed Offerings and incurred post-Closing Operating Expenses per the table as follows:

 

Operating Expenses

Applicable Series

2020 

2019 

 #77LE1

$3,145 

$4,300 

 #69BM1

3,222 

4,471 

 #85FT1

3,338 

5,806 

 #88LJ1

3,274 

6,352 

 #55PS1

3,851 

5,763 

 #95BL1

3,224 

4,421 

 #89PS1

3,326 

4,358 

 #90FM1

3,028 

4,032 

 #83FB1

3,664 

5,264 

 #98DV1

3,241 

4,457 

 #06FS1

- 

1,266 

 #93XJ1

2,095 

2,904 

 #02AX1

3,200 

3,876 

 #99LE1

3,124 

4,235 

 #91MV1

3,066 

4,120 

 #92LD1

3,298 

5,237 

 #94DV1

3,104 

4,281 

 #00FM1

- 

1,057 

 #72MC1

3,231 

4,284 

 #06FG1

3,617 

4,964 

 #11BM1

3,156 

3,557 

 #80LC1

4,259 

4,217 

 #02BZ1

3,370 

4,714 

 #88BM1

3,268 

3,821 

 #63CC1

3,235 

3,657 

 #76PT1

3,353 

3,669 

 #75RA1

3,151 

3,413 

 #65AG1

3,335 

3,385 

 #93FS1

3,270 

1,530 

 #90MM1

2,898 

1,183 

 #61JE1

3,484 

3,048 

 #88PT1

3,122 

1,322 

 #65FM1

3,146 

2,697 

 #94LD1

4,131 

2,597 

 #99SS1

3,248 

1,612 

 #94FS1

3,266 

870 

 #61MG1

3,643 

1,676 

 #92CC1

3,086 

643 

 #89FT1

3,340 

1,922 

 #80PN1

3,089 

487 

 #89FG2

3,237 

461 

 #88LL1

3,544 

1,378 

#03SS1

399 

- 

RSE Collection

11,444 

49,429 

Total Operating Expenses

$143,519 

$186,736 

 

 

 

Note: Series #77LE1 Interests were issued under Rule 506(c) and as such Series #77LE1 has not been broken out as a separate Series in the financial statements but is included in the table above.


F-62


RSE COLLECTION, LLC

 

Notes to Consolidated Financial Statements


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

 

6.Capital Assets: 

 

Underlying Assets are recorded at cost. The cost of the Underlying Assets includes the purchase price, including any deposits for the Underlying Asset funded by the Manager and “Acquisition Expenses,” which include transportation of the Underlying Asset to the Manager’s storage facility, pre-purchase inspection, pre-Offering refurbishment, and other costs detailed in the Manager’s allocation policy.

 

The Company treats Underlying Assets as collectible and therefore the Company will not depreciate or amortize the Underlying Assets going forward. The Underlying Assets are considered long-lived assets and will be subject to an annual test for impairment. These long-lived assets are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. The following Series recorded an impairment charge in the Current Period and Prior Period.

 

Period

Series

Impairment of asset

2019

-

-

2020

#72FG2

($75,987)

 

The Underlying Assets are initially purchased by the Company, either prior to launching an Offering or through the exercising of a purchase option simultaneous with the Closing of an Offering for a particular Series. At Closing of an Offering for a Series of Interests the Underlying Assets, including capitalized Acquisition Expenses, are then transferred to the Series. Underlying Assets are transferred at cost and the Company receives cash from the Series from the proceeds of the Offering. The Company uses the proceeds of the transfer to pay off any debt or amounts owed under purchase options and Acquisition Expenses. Acquisition Expenses related to a particular Series, that are incurred prior to the Closing of an Offering, are initially funded by the Manager, but will be reimbursed with the proceeds from an Offering related to such Series, to the extent described in the applicable Offering document. Unless, to the extent that certain Acquisition Expenses are anticipated prior to the Closing, but incurred after the Closing of an Offering, in which case, additional cash from the proceeds of the Offering will be retained on the Series balance sheet to cover such future anticipated Acquisition Expenses after the Closing of the Offering. Acquisition Expenses are capitalized into the cost of the Underlying Asset as per the table below. Should a proposed Offering prove to be unsuccessful, the Company will not reimburse the Manager and these expenses will be accounted for as capital contributions, and the Acquisition Expenses will be expensed. The Series uses the remaining cash to repay any accrued interest on loans or marketing expenses related to the preparation of the marketing materials for a particular Offering, by distributing the applicable amount to the Company, accounted for as “Distribution to RSE Collection” on the balance sheet. Furthermore, the Series distributes the appropriate amounts for Brokerage Fee, the Custody Fee and, if applicable, the Sourcing Fee using cash from the Offering.

 

The Company, through non-interest-bearing payments from the Manager or loans from officers of the Manager and third-parties have acquired numerous Underlying Assets since the beginning of the Prior Period. The following table presents all costs capitalized on the acquisition of Underlying Assets during the Current Period and Prior Period.

 

Please note the following table excludes purchase price and capitalized acquisitions costs related to Underlying Assets sold:


F-63


RSE COLLECTION, LLC

 

Notes to Consolidated Financial Statements


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Capitalized Costs

 Applicable Series  

 

 Purchase Price / Down payment  

Acquisition Expense

 Total  

 

 

 

 

 

 #77LE1

(1,3) 

$69,400  

$787  

$70,187  

 #69BM1

(1) 

102,395  

3,871  

106,266  

 #85FT1

(1) 

172,500  

3,326  

175,826  

 #88LJ1

(1) 

127,176  

5,206  

132,382  

 #55PS1

(1) 

405,000  

3,386  

408,386  

 #93XJ1

(1) 

460,000  

28,586  

488,586  

 #83FB1

(1) 

330,000  

2,806  

332,806  

 #89PS1

(1) 

160,000  

 

160,000  

 #90FM1

(1) 

14,500  

286  

14,786  

 #95BL1

(1) 

112,500  

2,041  

114,541  

 #98DV1

(1) 

120,000  

2,544  

122,544  

 #02AX1

(1) 

100,000  

1,786  

101,786  

 #99LE1

(1) 

62,100  

2,171  

64,271  

 #91MV1

(1) 

33,950  

1,487  

35,437  

 #94DV1

(1) 

52,500  

287  

52,787  

 #92LD1

(1) 

146,181  

11,721  

157,902  

 #72MC1

(1) 

115,000  

562  

115,562  

 #06FG1

(1) 

309,000  

286  

309,286  

 #11BM1

(1) 

78,500  

1,286  

79,786  

 #80LC1

(1) 

610,000  

2,439  

612,439  

 #02BZ1

(1) 

185,000  

1,301  

186,301  

 #88BM1

(1) 

135,000  

1,465  

136,465  

 #63CC1

(1) 

120,000  

286  

120,286  

 #76PT1

(1) 

179,065  

3,737  

182,802  

 #75RA1

(1) 

75,000  

903  

75,903  

 #65AG1

(1) 

170,000  

286  

170,286  

 #93FS1

(1) 

130,000  

1,136  

131,136  

 #90MM1

(1) 

22,000  

1,187  

23,187  

 #61JE1

(1) 

235,000  

388  

235,388  

 #88PT1

(1) 

61,875  

1,196  

63,071  

 #65FM1

(1) 

75,000  

997  

75,997  

 #94LD1

(1) 

570,000  

2,236  

572,236  

 #99SS1

(1) 

126,575  

2,652  

129,227  

 #94FS1

(1) 

135,399  

3,083  

138,482  

 #61MG1

(1) 

325,000  

590  

325,590  

 #92CC1

(1) 

45,000  

1,188  

46,188  

 #89FT1

(1) 

172,500  

2,636  

175,136  

 #80PN1

(1) 

45,750  

1,638  

47,388  

 #89FG2

(1) 

118,500  

1,062  

119,562  

 #88LL1

(1) 

275,000  

2,811  

277,811  

 #87FF1

(2) 

11,000  

 

11,000  

 #82AV1

(2) 

285,000  

1,364  

286,364  

 #86FT1

(2) 

 

529  

529  

 #95FF1

(2) 

105,000  

3,488  

108,488  

Total

 

$7,183,365  

$111,025  

$7,294,391  

Underlying Assets owned at December 31, 2020 and previous periods was as follow:

Underlying assets acquired during year ended 2016, net of sales of assets

298,971  

2,650  

301,621  

Underlying assets acquired during year ended 2017, net of sales of assets

202,500  

24,040  

226,540  

Underlying assets acquired during year ended 2018, net of sales of assets

4,932,013  

48,105  

4,980,119  

Underlying assets acquired during year ended 2019, net of sales of assets

2,606,874  

47,399  

2,654,273  

Underlying assets acquired during year ended 2020, net of sales of assets

(856,992) 

(11,169) 

(868,161) 

Grand Total

 

$7,183,365  

$111,026  

$7,294,391  

(1)Offering for Series Interests closed at the end of the Current Period and Underlying Asset owned by applicable Series.  

(2)At the end of the Current Period owned by the Company and not by any Series. To be owned by the applicable Series as of the Closing of the applicable Offering. 

(3)Series #77LE1 Interests were issued under Rule 506(c) and as such Series #77LE1 has not been broken out as a separate Series in the financial statements but is included in the table above. 


F-64


RSE COLLECTION, LLC

 

Notes to Consolidated Financial Statements


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

7.Members’ Equity: 

 

Members’ equity for the Company and any Series consists of Membership Contributions, Capital Contributions, Distributions and Retained Earnings/(Accumulated Deficit).

 

Membership Contributions are made to a Series from a successful Closing of an Offering and are calculated by taking the amount of membership Interests sold in an Offering, net of Brokerage Fee, Custody Fee and Sourcing Fee as shown in the table below. In the case of a particular Offering, the Brokerage Fee, the Custody Fee and Sourcing Fee (which may be waived by the Manager) related to the Offering are paid from the proceeds of the successfully closed Offering. These expenses will not be incurred by the Company, the applicable Series or the Manager, if an Offering does not close as of the end of the Current Period.

 

Capital Contributions are made by the Manager to cover Operating Expenses for which the Manager has elected not to be reimbursed. In addition, in the case of a Closing for which a deficiency of offering proceeds over the required cash outlays exists, the Manager will make an additional capital contribution to the Series to cover any such deficiencies, which is represented as a “Capital Contribution for loss at Offering close”.

 

Membership Contributions for each Offering that closed are as follows and excluding Series for which assets were sold:   


F-65


RSE COLLECTION, LLC

 

Notes to Consolidated Financial Statements


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Membership Contribution and Uses at Closing as of the end of the Current Period

Applicable Series

Closing Date

Membership Interests

Brokerage Fee

Sourcing Fee

Custody Fee

Distributions

Total

 #77LE1

4/13/2017

$77,700 

$1,049 

$3,443 

$- 

$- 

$73,208 

 #69BM1

2/7/2018

115,000 

778 

2,986 

- 

- 

111,236 

 #85FT1

2/16/2018

165,000 

1,117 

- 

- 

- 

163,883 

 #88LJ1

4/12/2018

135,000 

914 

578 

- 

- 

133,508 

 #55PS1

6/6/2018

425,000 

2,869 

- 

- 

- 

422,131 

 #93XJ1

11/6/2018

495,000 

3,487 

- 

3,713 

- 

487,801 

 #83FB1

9/5/2018

350,000 

2,522 

9,162 

2,625 

- 

335,691 

 #89PS1

7/31/2018

165,000 

470 

1,771 

1,238 

- 

161,521 

 #90FM1

7/31/2018

16,500 

90 

464 

500 

- 

15,446 

 #95BL1

7/12/2018

118,500 

870 

- 

889 

- 

116,742 

 #98DV1

10/11/2018

130,000 

954 

2,314 

975 

- 

125,757 

 #06FS1

10/19/2018

199,000 

1,463 

774 

1,493 

195,271 

- 

 #02AX1

11/30/2018

108,000 

793 

1,944 

810 

- 

104,452 

 #99LE1

12/4/2018

69,500 

510 

1,770 

521 

- 

66,699 

 #91MV1

12/7/2018

38,000 

279 

600 

500 

- 

36,621 

 #94DV1

12/26/2018

57,500 

388 

1,841 

500 

- 

54,771 

 #92LD1

12/26/2018

165,000 

1,114 

2,219 

1,238 

- 

160,430 

#00FM1

1/4/2019

49,500 

364 

862 

500 

47,774 

- 

 #72MC1

1/4/2019

124,500 

542 

2,474 

934 

- 

120,551 

 #06FG1

1/8/2019

320,000 

2,316 

3,198 

2,400 

- 

312,086 

 #11BM1

1/25/2019

84,000 

567 

517 

630 

- 

82,286 

 #80LC1

2/11/2019

635,000 

4,305 

9,216 

4,763 

- 

616,716 

 #02BZ1

2/11/2019

195,000 

1,316 

2,620 

1,463 

- 

189,601 

 #88BM1

2/25/2019

141,000 

952 

226 

1,058 

- 

138,765 

 #63CC1

3/18/2019

126,000 

916 

1,553 

945 

- 

122,586 

 #76PT1

3/22/2019

189,900 

1,382 

1,793 

1,424 

- 

185,301 

 #75RA1

4/9/2019

84,000 

586 

3,732 

630 

- 

79,052 

 #65AG1

4/16/2019

178,500 

1,272 

1,903 

1,339 

- 

173,986 

 #93FS1

4/22/2019

137,500 

1,011 

1,272 

1,031 

- 

134,186 

 #90MM1

4/26/2019

26,600 

196 

918 

500 

- 

24,986 

 #61JE1

4/26/2019

246,000 

1,661 

3,858 

1,845 

- 

238,636 

 #88PT1

7/23/2019

66,000 

495 

- 

500 

- 

65,005 

 #65FM1

7/23/2019

82,500 

619 

1,966 

619 

- 

79,297 

 #94LD1

8/19/2019

597,500 

4,481 

11,251 

4,481 

- 

577,286 

 #99SS1

9/12/2019

137,500 

1,375 

1,815 

1,031 

- 

133,279 

 #94FS1

9/18/2019

145,000 

1,450 

669 

1,088 

- 

141,794 

 #61MG1

9/30/2019

340,000 

2,550 

4,613 

2,550 

- 

330,287 

 #92CC1

10/2/2019

52,500 

525 

2,875 

500 

- 

48,600 

 #89FT1

10/11/2019

180,000 

1,800 

- 

1,350 

- 

176,850 

 #80PN1

11/6/2019

48,000 

480 

- 

500 

- 

47,020 

 #89FG2

11/14/2019

127,500 

1,275 

1,719 

956 

- 

123,550 

 #88LL1

12/9/2019

292,000 

2,920 

3,115 

2,190 

- 

283,775 

#03SS1

9/22/2020

375,000 

3,750 

29,638 

2,813 

338,800 

- 

Total

 

$7,810,700 

$58,771 

$121,668 

$53,038 

$581,845 

$6,995,378 

 

 

 

 

 

 

 

 

Note: represents Membership Contributions net of Brokerage Fee, Sourcing Fee and Custody Fee at closing of offering for respective Series.

Note: Series #77LE1 Interests were issued under Rule 506(c) and as such Series #77LE1 has not been broken out as a separate Series in the financial statements but is included in the table above.


F-66


RSE COLLECTION, LLC

 

Notes to Consolidated Financial Statements


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

8.Income taxes: 

 

Each existing Series has elected and qualified, and the Company intends that each future Series will elect and qualify, to be taxed as a corporation under the Internal Revenue Code of 1986.  Each separate Series intends to be accounted for as described in ASC Topic 740, "Income Taxes," which requires an asset and liability approach to financial accounting and reporting for income taxes.  Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.  

 

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. There were no uncertain tax positions as of the end of the Current Period.

 

The Company and the Manager of the Company intend to be taxed as a “partnership” or a “disregarded entity” for federal income tax purposes and will not make any election or take any action that could cause it to be separately treated as an association taxable as a corporation under Subchapter C of the Code.

 

9.Earnings (loss) / income per membership Interest: 

 

Upon completion of an Offering, each Series intends to comply with the accounting and disclosure requirements of ASC Topic 260, "Earnings per Share." For each Series, earnings (loss) / income per membership interest (“EPMI”) will be computed by dividing net (loss) / income for a particular Series by the weighted average number of outstanding membership Interests in that particular Series during the period.


F-67


RSE COLLECTION, LLC

 

Notes to Consolidated Financial Statements


NOTE C - RELATED PARTY TRANSACTIONS

 

Series Members

The managing member of the Company is the Manager. The Company will admit additional members to each of its Series through the Offerings of membership Interests in each Series. By purchasing an Interest in a Series of Interests, the Investor is admitted as a member of the Series and will be bound by the Company's Operating Agreement. Under the Operating Agreement, each Investor grants a power of attorney to the Manager. The Operating Agreement provides the Manager with the ability to appoint officers and Advisory Board members.

 

Officer and Affiliate Loans

From time to time, individual officers and affiliates of the Manager may make loans to the Company to facilitate the purchase of Underlying Assets prior to the Closing of a Series’ Offering.  It is anticipated that each of the loans and related interest will be paid by the Company through proceeds of the Offering associated with a Series. Once the Series repays the Company and other parties, such as the Manager, the BOR and the Custodian and their respective affiliates, from the proceeds of a closed Offering, the Underlying Asset would then be transferred to the related Series and it is anticipated that no Series will bear the economic effects of any loan made to purchase another Underlying Asset.

 

From time to time the Asset Manager, affiliates of the Manager or third-parties may make non-interest-bearing payments or loans to the Company to acquire an Underlying Asset prior to the Closing of an Offering for the respective Series. In such cases, the respective Series would repay any such non-interest-bearing payments or loans plus accrued interest, as the case may be, used to acquire its respective Underlying Asset with proceeds generated from the Closing of the Offering for Interests of such Series. No Series will have any obligation to repay a loan incurred by the Company to purchase an Underlying Asset for another Series.

 

As of the end of the Current Period and Prior Period, amounts outstanding due to Manager and affiliates are shown as below:

 

Period

Due to the Manager and its Affiliates

2019

$1,280,433

2020

$408,509


F-68


RSE COLLECTION, LLC

 

Notes to Consolidated Financial Statements


NOTE D -DEBT

 

On April 30, 2019, RSE Markets and the Company, including an affiliate of RSE Markets, entered into a $1.5 million revolving line of credit (the, “LoC”) with Silicon Valley Bank. The LoC allowed RSE Markets to draw up to 80% of the value of an Underlying Asset for any asset held on the books of the Company for less than 180 days. Interest on any amounts outstanding under the LoC accrued at a floating per annum rate equal to the greater of (i) 0.50% above the Prime Rate (defined as the rate published in the money rates section of The Wall Street Journal) or (ii) 6.0%. Interest expense was paid monthly by RSE Markets. The Company was also jointly and severably liable for any amounts outstanding under this LoC. On December 20, 2019, RSE Markets and the Company cancelled the LoC and RSE Markets repaid all outstanding amounts totaling $220,000 in outstanding principal under the LoC as well as accrued interest of $1,100.

 

Simultaneous with the cancellation of the LoC, RSE Markets and the Company, including an affiliate of RSE Markets, entered into a $2.25 million demand note (the “DN”) with Upper90 Fund, LP. The DN allowed RSE Markets to draw up to 100% of the value of the Underlying Assets for any asset held on the books of the Company. Interest on any amounts outstanding under the DN accrued at a fixed per annum rate of 15%. The Company was also jointly and severably liable for any amounts outstanding under this DN.

 

On November 24, 2020 RSE Markets, Rally Holdings and the Company replaced the DN with a $10.0 million credit facility (the “CF”) with Upper90 Capital Management, LP. While amounts borrowed under the CF can be used to make purchases of Automobile Assets to become Underlying Assets, neither the Company nor any Series is a borrower under the CF, neither is responsible for repayment of any amounts outstanding, and both are no longer jointly and severably liable under the CF.


F-69


RSE COLLECTION, LLC

 

Notes to Consolidated Financial Statements


NOTE E - REVENUE, EXPENSE AND COST ALLOCATION METHODOLOGY

 

Overview of Revenues

No revenue models have been developed at the Company or Series level and we do not expect either the Company or any of its Series to generate any revenues for some time.

 

Overview of Costs and Expenses

The Company distinguishes costs and expenses between those related to the purchase of a particular Underlying Asset and Operating Expenses related to the management of such an Underlying Asset.

 

Fees and expenses related to the purchase of an Underlying Asset include Offering Expenses, Acquisition Expenses, Brokerage Fee, Custody Fee and Sourcing Fee.

 

Within Operating Expenses, the Company distinguishes between Operating Expenses incurred prior to the Closing of an Offering and those incurred after the Closing of an Offering. Although these pre- and post- Closing Operating Expenses are similar in nature and consist of expenses such as storage, insurance, transportation, marketing and maintenance and professional fees such as ongoing bookkeeping, legal and accounting expenses associated with a Series, pre-Closing Operating Expenses are borne by the Manager and are not expected to be reimbursed by the Company or the economic members. Post-Closing Operating Expenses are the responsibility of each Series of Interest and may be financed through (i) revenues generated by the Series or cash reserves at the Series or (ii) contributions made by the Manager, for which the Manager does not seek reimbursement or (iii) loans by the Manager, for which the Manager may charge a rate of interest or (iv) issuance of additional Interest in a Series (at the discretion of the Manager).

 

Allocation Methodology

Allocation of revenues and expenses and costs will be made amongst the various Series in accordance with the Manager's allocation policy. The Manager's allocation policy requires items that are related to a specific Series to be charged to that specific Series. Items not related to a specific Series will be allocated pro rata based upon the value of the Underlying Assets or the number of Underlying Assets, as stated in the Manager’s allocation policy and as determined by the Manager. The Manager may amend its allocation policy at its sole discretion from time to time.


F-70


RSE COLLECTION, LLC

 

Notes to Consolidated Financial Statements


NOTE E - REVENUE, EXPENSE AND COST ALLOCATION METHODOLOGY (CONTINUED)

 

Allocation Methodology or Description by Category

·Revenue: No revenue models have been developed at the Company or Series level and we do not expect either the Company or any of its Series to generate any revenues for some time.  

·Offering Expenses: Offering Expenses, other than those related to the overall business of the Manager (as described in Note B(4)) are funded by the Manager and generally reimbursed through the Series proceeds upon the Closing of an Offering. Offering Expenses are charged to a specific Series. 

·Acquisition Expenses: Acquisition Expenses (as described in Note B(6)), are typically funded by the Manager, and reimbursed from the Series proceeds upon the Closing of an Offering. Unless, to the extent that certain Acquisition Expenses are anticipated prior to the Closing, but incurred after the Closing of an Offering, for example transportation fees, in which case, additional cash from the proceeds of the Offering will be retained on the Series balance sheet to cover such future anticipated Acquisition Expenses after the Closing of the Offering. Acquisition Expenses incurred are specific to and are capitalized into the cost of the Underlying Asset on the balance sheet of the Company and subsequently transferred to the Series upon Closing of the Offering for the Series Interests.  

·Sourcing Fee / Losses: The Sourcing Fee is paid to the Manager from the Series proceeds upon the Closing of an Offering (as described in Note B(7)) and is charged to the specific Series. Losses incurred related to closed Offerings, due to shortfalls between proceeds from closed Offerings and costs incurred in relation to these Offerings are charged to the specific Series but are reimbursed by the Manager and accounted for as capital contributions to the Series (as described in Note B(6)).  

·Brokerage Fee: The Brokerage Fee is paid to the BOR from the Series proceeds upon the Closing of an Offering (as described in Note B(7)) and is charged to the specific Series.  

·Custody Fee: The Custody Fee is paid to the Custodian from the Series proceeds upon the Closing of an Offering (as described in Note B(7)) and is charged to the specific Series. For the offerings for Series #77LE1, Series #69BM1, Series #85FT1, Series #88LJ1 and Series #55PS1, no custody agreement was in place prior to the close of the offerings, and as such, no Custody Fee was due at the time of closing. Should a Custody Fee become applicable for these offerings at a later date, the costs will be borne by the Manager and the Manager will not be reimbursed. For all subsequent offerings, the Custody Fee will be paid for from the proceeds of the offering.  

·Operating Expenses: Operating Expenses (as described in Note B(5)), including storage, insurance, maintenance costs, and other Series related Operating Expenses, are expensed as incurred: 

oPre-Closing Operating Expenses are borne by the Manager and accounted for as capital contributions from the Manager to the Company and are not reimbursed.  

oPost-Closing Operating Expenses are the responsibility of each individual Series.  

oIf not directly charged to the Company or a Series, Operating Expenses are allocated as follows:  

§Insurance: based on the premium rate allocated by value of the Underlying Assets 

§Storage: based on the number of Underlying Assets in storage 

§Professional Fees: flat monthly expense per Series, for Series that have not had a closing allocated to the Company 

§Transportation: based on the number of Underlying Assets transported 

§Marketing: based on the number of Underlying Assets marketed 


 F-71


RSE COLLECTION, LLC

 

Notes to Consolidated Financial Statements


NOTE F - FREE CASH FLOW DISTRIBUTIONS AND MANAGEMENT FEES

 

Any available Free Cash Flow (as described below) of a Series of Interests shall be applied in the following order of priority, at the discretion of the Manager:

 

i)Repayment of any amounts outstanding under Operating Expenses Reimbursement Obligations. 

ii)Thereafter, reserves may be created to meet future Operating Expenses for a particular Series. 

iii)Thereafter, at least 50% of Free Cash Flow (as described below, net of corporate income taxes applicable to such Series of Interests) may be distributed as dividends to Investors of a particular Series. 

iv)The Manager may receive up to 50% of Free Cash Flow in the form of a Management Fee (the “Management Fee”), which is accounted for as an expense to the statement of operations of a particular Series. 

 

Free Cash Flow” is defined as net income (as determined under GAAP) generated by any Series of Interests plus any change in net working capital and depreciation and amortization (and any other non-cash Operating Expenses) and less any capital expenditures related to the relevant Series.

 

As of the end of the Current Period and Prior Period, no distributions of Free Cash Flow or Management fees were paid by the Company or in respect of any Series.

 

NOTE G - INCOME TAX

 

Each individual Series has elected to be treated as a corporation for tax purposes. The Company and the Manager have elected to be treated as partnerships.

 

No provision for income taxes for the Current Period and Prior Period have been recorded for any individual Series as all individual Series incurred net losses, except as disclosed below for the Series that were sold. Each individual Series records a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets primarily resulting from net operating losses will not be realized.  The Company’s net deferred tax assets are fully offset by a valuation allowance (other than for the Series designated in the table below), and therefore, no tax benefit applicable to the loss for each individual Series for the Current Period and the Prior Period have been recognized. Losses incurred after January 1, 2019 do not expire for federal income tax purposes.

 

The Series designated in the table below have sold their primary operating asset during the Current Period and Prior Period. As a result, the Company has recorded a provision for income taxes using an effective tax rate as shown below:

 

Provision for income taxes

 

 

Current Period

Prior Period

Series

 

#03SS1

#06FS1

#00FM1

Income before provision for income taxes, gross

86,851

33,448

13,381

Reversal of valuation allowance

 

-

(2,145)

(1,057)

Taxed at federal and statutory rates

 

21%

21%

21%

Provision for income taxes

 

$ 18,373

$     6,746

$   2,711

 

 

 

 

 

 

Reconciliation of the benefit for income taxes from continuing operations recorded in the consolidated statements of operations with the amounts computed at the statutory federal tax rates is shown below. The Company has elected to be treated as a partnership; thus, for the Current Period and Prior Period the only tax effected components of deferred tax assets and deferred tax liabilities related to closed Series.


F-72


RSE COLLECTION, LLC

 

Notes to Consolidated Financial Statements


NOTE G - INCOME TAX (CONTINUED)

 

Federal Tax Benefit at Statutory Rate

 

 

2020 

 

 

2019 

 

Applicable Series

Federal Tax Benefit at Statutory Rate

Change in Valuation Allowance

Benefit for Income Taxes

Federal Tax Benefit at Statutory Rate

Change in Valuation Allowance

Benefit for Income Taxes

#77LE1

$(660) 

$660 

$- 

$(903) 

$903 

$- 

#69BM1

(677) 

677 

- 

(939) 

939 

- 

#85FT1

(701) 

701 

- 

(1,219) 

1,219 

- 

#88LJ1

(688) 

688 

- 

(1,334) 

1,334 

- 

#55PS1

(809) 

809 

- 

(1,210) 

1,210 

- 

#95BL1

(677) 

677 

- 

(928) 

928 

- 

#89PS1

(698) 

698 

- 

(915) 

915 

- 

#90FM1

(636) 

636 

- 

(847) 

847 

- 

#83FB1

(770) 

770 

- 

(1,105) 

1,105 

- 

#98DV1

(681) 

681 

- 

(936) 

936 

- 

#93XJ1

(440) 

440 

- 

(610) 

610 

- 

#02AX1

(672) 

672 

- 

(814) 

814 

- 

#99LE1

(656) 

656 

- 

(889) 

889 

- 

#91MV1

(644) 

644 

- 

(865) 

865 

- 

#92LD1

(693) 

693 

- 

(1,100) 

1,100 

- 

#94DV1

(652) 

652 

- 

(899) 

899 

- 

#72MC1

(678) 

678 

- 

(900) 

900 

- 

#06FG1

(760) 

760 

- 

(1,042) 

1,042 

- 

#11BM1

(663) 

663 

- 

(747) 

747 

- 

#80LC1

(894) 

894 

- 

(886) 

886 

- 

#02BZ1

(708) 

708 

- 

(990) 

990 

- 

#88BM1

(686) 

686 

- 

(803) 

803 

- 

#63CC1

(679) 

679 

- 

(768) 

768 

- 

#76PT1

(704) 

704 

- 

(770) 

770 

- 

#75RA1

(662) 

662 

- 

(717) 

717 

- 

#65AG1

(700) 

700 

- 

(711) 

711 

- 

#93FS1

(687) 

687 

- 

(321) 

321 

- 

#90MM1

(609) 

609 

- 

(248) 

248 

- 

#61JE1

(732) 

732 

- 

(640) 

640 

- 

#88PT1

(656) 

656 

- 

(277) 

277 

- 

#65FM1

(661) 

661 

- 

(566) 

566 

- 

#94LD1

(867) 

867 

- 

(545) 

545 

- 

#99SS1

(682) 

682 

- 

(339) 

339 

- 

#94FS1

(686) 

686 

- 

(183) 

183 

- 

#61MG1

(765) 

765 

- 

(352) 

352 

- 

#92CC1

(648) 

648 

- 

(135) 

135 

- 

#89FT1

(701) 

701 

- 

(404) 

404 

- 

#80PN1

(649) 

649 

- 

(102) 

102 

- 

#89FG2

(680) 

680 

- 

(97) 

97 

- 

#88LL1

(744) 

744 

- 

(289) 

289 

- 

 

 

 

 

 

 

 

Total

$(27,652) 

$27,652 

$- 

$(28,346) 

$28,346 

$- 

 

 

 

 

 

 

 

Note: Series #77LE1 has not been broken out as a separate Series but is included in the table above.


F-73


RSE COLLECTION, LLC

 

Notes to Consolidated Financial Statements


NOTE G - INCOME TAX (CONTINUED)

 

Tax effected components of deferred tax assets and deferred tax liabilities at the end of the Current Period and Prior Period, consisting of net operating losses, were as follows:

 

Federal Loss Carry-forward

 

 

2020 

 

 

2019 

 

Applicable Series

Federal Loss Carry-forward

Valuation Allowance

Net Deferred Tax Asset

Federal Loss Carry-forward

Valuation Allowance

Net Deferred Tax Asset

#77LE1

$(2,997) 

$2,997 

$- 

$(2,336) 

$2,336 

$- 

#69BM1

(2,345) 

2,345 

- 

(1,668) 

1,668 

- 

#85FT1

(2,797) 

2,797 

- 

(2,096) 

2,096 

- 

#88LJ1

(2,624) 

2,624 

- 

(1,936) 

1,936 

- 

#55PS1

(2,791) 

2,791 

- 

(1,982) 

1,982 

- 

#95BL1

(1,977) 

1,977 

- 

(1,300) 

1,300 

- 

#89PS1

(1,780) 

1,780 

- 

(1,081) 

1,081 

- 

#90FM1

(1,730) 

1,730 

- 

(1,094) 

1,094 

- 

#83FB1

(2,259) 

2,259 

- 

(1,490) 

1,490 

- 

#98DV1

(1,784) 

1,784 

- 

(1,104) 

1,104 

- 

#93XJ1

(1,163) 

1,163 

- 

(723) 

723 

- 

#02AX1

(1,570) 

1,570 

- 

(899) 

899 

- 

#99LE1

(1,590) 

1,590 

- 

(934) 

934 

- 

#91MV1

(1,547) 

1,547 

- 

(904) 

904 

- 

#92LD1

(1,797) 

1,797 

- 

(1,105) 

1,105 

- 

#94DV1

(1,567) 

1,567 

- 

(916) 

916 

- 

#72MC1

(1,578) 

1,578 

- 

(900) 

900 

- 

#06FG1

(1,802) 

1,802 

- 

(1,042) 

1,042 

- 

#11BM1

(1,410) 

1,410 

- 

(747) 

747 

- 

#80LC1

(1,780) 

1,780 

- 

(886) 

886 

- 

#02BZ1

(1,698) 

1,698 

- 

(990) 

990 

- 

#88BM1

(1,489) 

1,489 

- 

(803) 

803 

- 

#63CC1

(1,447) 

1,447 

- 

(768) 

768 

- 

#76PT1

(1,474) 

1,474 

- 

(770) 

770 

- 

#75RA1

(1,378) 

1,378 

- 

(717) 

717 

- 

#65AG1

(1,411) 

1,411 

- 

(711) 

711 

- 

#93FS1

(1,008) 

1,008 

- 

(321) 

321 

- 

#90MM1

(857) 

857 

- 

(248) 

248 

- 

#61JE1

(1,372) 

1,372 

- 

(640) 

640 

- 

#88PT1

(933) 

933 

- 

(277) 

277 

- 

#65FM1

(1,227) 

1,227 

- 

(566) 

566 

- 

#94LD1

(1,413) 

1,413 

- 

(545) 

545 

- 

#99SS1

(1,021) 

1,021 

- 

(339) 

339 

- 

#94FS1

(868) 

868 

- 

(183) 

183 

- 

#61MG1

(1,117) 

1,117 

- 

(352) 

352 

- 

#92CC1

(783) 

783 

- 

(135) 

135 

- 

#89FT1

(1,105) 

1,105 

- 

(404) 

404 

- 

#80PN1

(751) 

751 

- 

(102) 

102 

- 

#89FG2

(777) 

777 

- 

(97) 

97 

- 

#88LL1

(1,034) 

1,034 

- 

(289) 

289 

- 

 

 

 

 

 

 

 

Total

$(62,050) 

$62,050 

$- 

$(34,398) 

$34,398 

$- 

 

 

 

 

 

 

 

Note: Series #77LE1 has not been broken out as a separate Series but is included in the table above.

 

Based on consideration of the available evidence including historical losses a valuation allowance has been recognized to offset deferred tax assets, as management was unable to conclude that realization of deferred tax assets were more likely than not.


 F-74


RSE COLLECTION, LLC

 

Notes to Consolidated Financial Statements


NOTE H - CONTINGENCIES

 

COVID-19

 

The continuing impact and effects of the global outbreak of the coronavirus (COVID‐19) on the operation and financial performance of our business are unknown. However, the Company currently does not expect the outbreak will have a material adverse effect on our business or financial results at this time.

 

Government Regulation

 

Claims arising out of actual or alleged violations of law, including certain matters currently under investigation by the SEC, could be asserted against the Company by individuals or governmental authorities and could expose the Company or each Series to significant damages or other penalties, including revocation or suspension of the licenses necessary to conduct business and fines.

 

NOTE I - SUBSEQUENT EVENTS

Sale of Manager Interests in Series Subsequent to the Current Period

On January 1, 2021, RSE Markets, Inc. entered into a Series Interest Purchase Agreement with a third-party to sell certain membership interests in RSE Collection, LLC Series held by RSE Markets, Inc.


F-75



 

 

 

 

 

 

 

EXHIBIT INDEX

Exhibit 2.1 - Certificate of Formation (1)

Exhibit 2.2 - Fourth Amended and Restated Operating Agreement (9)

Exhibit 2.3 – Certificate of Formation for RSE Collection Manager, LLC (9)

Exhibit 2.4 – Operating Agreement for RSE Collection Manager, LLC (9)

Exhibit 3.1 – Amended and Restated Standard Form of Series Designation (9)

Exhibit 4.1 Amended and Restated Standard Form of Subscription Agreement (9)

Exhibit 6.1Amended and Restated Standard Form of Asset Management Agreement (9)

Exhibit 6.2 - Broker of Record Agreement (5)

Exhibit 6.3 – Amended and Restated Upper90 Secured Demand Promissory Term Note (5)

Exhibit 6.4 Upper90 Credit and Guaranty Agreement (9)

Exhibit 6.5 Standard Form Bill of Sale (9)

Exhibit 6.6 Standard Form Purchase Agreement (9)

Exhibit 8.1 - Amended and Restated Subscription Escrow Agreement (5)

Exhibit 8.2 - Custodian Agreement with DriveWealth, LLC

Exhibit 11.1 - Consent of EisnerAmper LLP

Exhibit 13.1 - Testing the Waters Materials for Series #69BM1 (1)

Exhibit 15.1 - Draft Offering Statement previously submitted pursuant to Rule 252(d) (2)

 

(1)Previously filed as an Exhibit to the Company’s Form 1-A filed with the Commission on June 30, 2017 

(2)Previously filed as an Exhibit to the Company’s Form 1-A/A filed with the Commission on July 13, 2017 

(3)Previously filed as an Exhibit to Amendment 13 to the Company’s Form 1-A POS filed with the Commission on February 25, 2019 

(4)Previously filed as an Exhibit to Amendment 14 to the Company’s Form 1-A POS filed with the Commission on May 4, 2019 

(5)Previously filed as an Exhibit to Form 1-U filed with the Commission on June 12, 2019 

(6)Previously filed as an Exhibit to Amendment 15 to the Company’s Form 1-A POS filed with the Commission on July 8, 2019 

(7)Previously filed as an Exhibit to Amendment 16 to the Company’s Form 1-A POS filed with the Commission on August 29, 2019 

(8)Previously filed as an Exhibit to Amendment 18 to the Company’s Form 1-A POS filed with the Commission on October 11, 2019 

(9)Previously filed as an Exhibit to Amendment 25 to the Company’s 1-A POS filed with the Commission on March 29, 2021 


III-1



SIGNATURES

Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

RSE COLLECTION MANAGER, LLC

By: Rally Holdings LLC, its managing member

 

By: /s/ George Leimer

Name: George Leimer

Title: Chief Executive Officer

This report has been signed by the following persons in the capacities and on the dates indicated.

Signature

Title

Date

 

 

 

/s/ George Leimer                       

Name: George Leimer

Chief Executive Officer of Rally Holdings LLC (Principal Executive Officer)

 

May 4, 2021

 

 

 

 

 

 

/s/ Maximilian F. Niederste-Ostholt

Name: Maximilian F. Niederste-Ostholt

Chief Financial Officer of

Rally Holdings LLC (Principal Financial Officer)

 

May 4, 2021

RSE COLLECTION MANAGER, LLC

 

 

 

 

By: /s/ George Leimer                

Name: George Leimer

Title: Chief Executive Officer

 

Managing Member

May 4, 2021


Exhibit 11.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

We consent to the inclusion in the Regulation A Offering Circular of RSE Collection, LLC on Form 1-A (No. 024-10717) of our report dated May 4, 2021, on our audits of the Company and each listed Series' financial statements as of December 31, 2020 and 2019, and for each of the years then ended, which report is included in this Annual Report on Form 1-K. Our report includes an explanatory paragraph about the existence of substantial doubt concerning the Company and each listed Series' ability to continue as a going concern.

 

 

 

/s/ EisnerAmper LLP

 

EISNERAMPER LLP

New York, New York

May 4, 2021