EX-99.2 4 tm2233471d1_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

 

CASE EMERGENCY SYSTEMS

BALANCE SHEET

June 30, 2022

 

ASSETS

 

CURRENT ASSETS     
Cash and Cash Equivalents (Note A)  $758,022 
Accounts Receivable (Note A)   1,303,128 
Inventory (Note A)   2,317,984 
Prepaid Expenses   23,560 
      
TOTAL CURRENT ASSETS   4,402,694 
      
PROPERTY AND EQUIPMENT     
Property and Equipment, net of accumulated depreciation of $446,602 (Notes A & C)   516,371 
      
OTHER ASSETS     
Security Deposits   24,513 
Goodwill (Note A)   412,463 
      
TOTAL OTHER ASSETS   436,976 
      
TOTAL ASSETS  $5,356,041 

 

The accompanying notes are an integral part of these financial statements.

 

1

 

 

CASE EMERGENCY SYSTEMS

BALANCE SHEET

June 30, 2022

 

LIABILITIES AND STOCKHOLDER'S EQUITY

 

CURRENT LIABILITIES     
Accounts Payable and Accrued Expenses  $604,465 
Deferred Income (Note A)   72,049 
Current Portion of Long-Term Debt (Note D)   98,555 
Current Portion of Capital Leases (Note E)   240,031 
      
TOTAL CURRENT LIABILITIES   1,015,100 
      
LONG-TERM LIABILITIES     
Long-Term Debt, net of current portion (Note D)   4,083,114 
Capital Leases, net of current portion (Note E)   259,719 
      
TOTAL LONG-TERM LIABILITIES   4,342,833 
      
TOTAL LIABILITIES   5,357,933 
      
STOCKHOLDER'S EQUITY     
Common Stock - 1,000 Shares Authorized,     
  1,000 Issued and Outstanding   1,000 
Additional Paid in Capital   390,446 
Retained Earnings   (393,338)
      
TOTAL STOCKHOLDER'S EQUITY   (1,892)
      
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY  $5,356,041 

 

The accompanying notes are an integral part of these financial statements.

 

2

 

 

CASE EMERGENCY SYSTEMS

STATEMENT OF INCOME

Six Months Ended June 30, 2022

 

REVENUES     
Sales (Note A)  $5,002,925 
      
COST OF SALES   3,233,864 
      
GROSS PROFIT   1,769,061 
      
EXPENSES     
Automobile Expenses   75,546 
Bank and Credit Card Fees   4,155 
Depreciation and Amortization   56,349 
Dues and Subscriptions   10,874 
General and Administrative   42,545 
Insurance   18,786 
Interest   67,022 
Salaries and Payroll Taxes   564,774 
Professional Fees   190,900 
Rent   96,796 
R&D Related Expenses   129,468 
Sales Department   328,073 
Telephone   12,934 
Travel   8,253 
Utilities   8,581 
      
TOTAL EXPENSES   1,615,056 
      
INCOME FROM OPERATIONS   154,005 
      
OTHER INCOME     
Employee Retention Credit (ERC Tax Credits)   7,973 
Gain (Loss) on Sale of Property & Equipment   30,014 
      
TOTAL OTHER INCOME   37,987 
      
INCOME BEFORE TAXES   191,992 
      
Income Tax Expense (Note B)   800 
NET INCOME  $191,192 

 

The accompanying notes are an integral part of these financial statements.

 

3

 

 

CASE EMERGENCY SYSTEMS

STATEMENT OF STOCKHOLDER'S EQUITY

Six Months Ended June 30, 2022

 

   Common Stock   Additional         
           Paid In   Retained Earnings     
   Shares   Amount   Capital   (Accumulated Deficit)   Total 
Beginning Balance, January 1, 2022   1,000   $1,000   $390,446   $(296,904)  $94,542 
                          
Contributions   -    -    -    -    - 
                          
Distributions   -    -    -    (287,626)   (287,626)
                          
Net Income   -    -    -    191,192    191,192 
                          
Ending Balance, June 30, 2022   1,000   $1,000   $390,446   $(393,338)  $(1,892)

 

The accompanying notes are an integral part of these financial statements.

 

4

 

 

CASE EMERGENCY SYSTEMS

STATEMENT OF CASH FLOWS

Six Months Ended June 30, 2022

 

CASH FLOWS FROM OPERATING ACTIVITIES     
Net Income  $191,192 
Gain on Sale of Property & Equipment   (30,014)
Adjustments to Reconcile Net Income to Net Cash     
Provided(Used) by Operating Activities:     
Depreciation   56,349 
Cash Provided(Used) by Changes in     
Operating Assets and Liabilities:     
Accounts Receivable   (860,169)
Inventory   431,480 
Prepaid Expense   43,766 
Accounts Payable and Accrued Expenses   (267,502)
Deferred Income   (1,100)
Security Deposits   (1,201)
      
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES   (437,199)
      
INVESTING ACTIVITIES     
Disposal of Fixed Assets   30,014 
Purchases of Property & Equipment   (7,000)
      
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES   23,014 
      
CASH FLOW FROM FINANCING ACTIVITIES     
       Payments of Long-Term-Debt   (90,752)
Payments of Capital Leases   (70,765)
Stockholder Distributions   (287,626)
      
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES   (449,143)
      
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS   (863,328)
      
Cash and Cash Equivalents at Beginning of Year   1,621,350 
      
CASH AND CASH EQUIVALENTS AT END OF YEAR  $758,022 
      
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:     
      
Interest Expense  $67,022 
Income Taxes Paid   800 

 

The accompanying notes are an integral part of these financial statements.

 

5

 

 

CASE Emergency Systems

notes to the financial statements

June 30, 2022

 

NOTE A-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

 

  1. CASE Emergency Systems (the Company) was incorporated under the laws of the State of California on April 25, 2008. The Company changed its name from CASE Systems, Inc. to CASE Emergency Systems in September 2018. The Company has adopted a December 31 year end for reporting requirements.

 

The Company installs and maintains call boxes in multiple states. Its client base mainly includes counties and cities throughout United States, government agencies and colleges/universities.

 

  2. Revenue and Cost Recognition-Fees from maintenance services revenue are recognized in the period the service is performed and the Company has determined that term of the contracts has been fulfilled. Installation or upgrades revenue are recognized upon completion of the project/contracts. In certain cased, deferred revenue is recognized to account for unfinished contracts.

 

Costs of sales include all direct materials and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tool, repairs and other expenses. General and administrative expenses are recognized as incurred. Changes in job performance, conditions and estimated profitability may result in revision to costs and income and recognized in the period in which the revisions are determined.

 

  3. Use of Estimates-The preparation of financial statements in conformity with generally accepted accounting principles 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. Actual results could differ from the estimates.

 

  4. Cash  & Cash Equivalents-Amounts include cash on hand, cash in checking and savings accounts with banks. All short-term debt securities with a maturity of three months or less are considered cash equivalents.

 

  5. Concentration of Cash and Credit Risk-The Company maintains deposits in financial institutions that at times exceed the insured amount of $250,000 provided by the U.S. Federal Deposit Insurance Corporation (FDIC). At June 30, 2022, the Company had no uninsured cash balances.

 

  6. Accounts Receivable-Balances represent billed amounts uncollected prior to June 30, 2022 which are reported at the amount management expects to collect from outstanding balances. Difference between the amount due and the amount management expects to collect are reported in the results of operations of the year in which those differences are determined, with an offsetting entry to a valuation allowance for accounts receivable. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. The Company recorded $2,501 in allowance for doubtful accounts as of June 30, 2022.

 

  7. Property and Equipment-Amounts are stated at cost. The straight-line method of depreciation is followed for financial reporting purposes. Depreciation is provided in amounts sufficient to relate the cost of assets to operations over their estimated service lives or the lives of the respective leases, whichever is shorter. Maintenance and repairs are charged to expense. Major renewals and improvements are capitalized. Gains and losses on dispositions are credited or charged to earnings as incurred. Depreciation is provided at rates based on the following estimated useful lives:

 

Furniture and Equipment  5-7 years
Vehicles  5 years

 

6

 

 

For federal income tax purposes, depreciation is computed using the accelerated cost recovery systems and the modified accelerated cost recovery system.

 

Goodwill of $412,463 represents cost of purchased goodwill related to the acquisition of a business in 2008. Periodically, the Company reviews the carrying values of its intangible assets. Management believes that there has been no impairment of intangible assets as reflected in these financial statements.

 

  8.

Leases-The Company’s truck fleet are leased through a third party rental program, and meet the criteria for capitalization classified as capital leases. Leases that do not meet such criteria are classified as operating leases and related rentals are charged to expense as incurred.

 

  9. Inventory-Parts inventory mainly consists of parts and material, stored in various warehouse/storage facilities. Inventory is stated at the lower cost or market. Cost is determined by the average cost. Market is determined based on net realizable value. Appropriate consideration is given to obsolescence, excessive levels, deterioration and other factors in evaluating net realizable value. Inventory totaled $2,701,946 as of June 30, 2022.

 

  10. Fair Value of Financial Instruments-Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures”, defines fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity.

 

  11.

Cash and Cash equivalents, Accounts Receivable, Inventory, Accounts Payable & Accrued Liabilities—The carrying amounts reported on the balance sheet for these items are a reasonable estimate of fair value.

 

  12. Long-term Debt-The fair value of debt is estimated based on the present value of cash flows required under the debt arrangement, using a discounting rate based on interest rates for similar debt instruments. The carrying amount approximated fair value as of June 30, 2022.

 

NOTE B-INCOME TAXES:

 

The Company has elected to be taxed under the provisions of Subchapter S of the Internal Revenue Code. Under those provisions, the Company does not pay federal corporate income taxes on its taxable income. Instead, the stockholders are liable for individual federal income taxes on their respective shares of the Company’s taxable income in their individual income tax returns. The State of California imposes a tax of 1 ½% of taxable income or $800, whichever is greater.

 

Provisions for state income tax are as follows:

 

   2022 
California  $800 

 

The Company is required to file tax returns in New York and Texas.

 

7

 

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to report information regarding its exposure to various tax position taken by the Company. The Company has determined whether any tax positions have met the recognition threshold and has measured the Company’s exposure to those tax positions. Management believes that the Company has adequately addressed all relevant tax positions and that there are no unrecorded tax liabilities. Federal and state taxing authorities generally have the right to examine and audit the previous three years of tax returns filed. Any interest or penalties assessed to the Company are recorded in operating expenses. No interest or penalties from federal or state taxing authorities were recorded in the accompanying financial statements.

 

NOTE C-PROPERTY AND EQUIPMENT:

 

At June 30, 2022, the company had the following property and equipment:

 

Furniture and Equipment  $21,662 
Vehicles   941,311 
      
Total Property and Equipment   962,973 
      
Accumulated Depreciation   (446,602)
      
Net Property and Equipment  $516,371 

 

NOTE D-LONG-TERM DEBT:

 

Long-Term Debt as of June 30, 2022 consisted of the following:

 

Unsecured term loan to Calprivate Bank, matures in March 2041, with Interest rate of 3.75%. Monthly payment of $26,323.  $2,147,519 
      
Unsecured SBA Loan, matures in October 2051, with Interest rate of 3.75%. Monthly payment of $9,878.   2,034,150 
      
Total Debt   4,181,669 
      
Less: Current Portion   98,555 
      
Total Long-Term Debt  $4,083,114 

 

NOTE E-CAPITAL LEASE OBLIGATIONS:

 

The Company acquired vehicles under the provisions of a capital lease. Long-term capital lease obligations as of June 30, 2022 consisted of:

 

Capital Leases for Ford Motor Credit, with interest rates ranging from 0.90% to 4.34%, maturing in various dates from 2022 to 2025.  $499,750 
      
Less: Current Portion   240,031 
      
Total Long-Term Capital Leases  $259,719 

 

8

 

 

NOTE F-FAIR VALUE MEASUREMENTS:

 

FASB ASC Topic 820 specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (observable inputs). In accordance with FASB ASC Topic 820, the following summarizes the fair value hierarchy:

 

Level 1 Inputs—Unadjusted quoted market prices for identical assets and liabilities in an active market that the Company has the ability to access.

 

Level 2 Inputs—Inputs other than the quoted prices in active markets that are observable either directly or indirectly.

 

Level 3 Inputs—Inputs based on prices or valuation techniques that are both unobservable and significant to the overall fair value measurements.

 

FASB ASC Topic 820 requires the use of observable market data, when available, in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurements. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. As of June 30, 2022, there were no assets and liabilities measured at fair value.

 

NOTE G-SUBSEQUENT EVENT:

 

CASE has entered into an agreement with a third party buyer Knightscope, Inc. on October 14, 2022 pursuant to an Asset Purchase Agreement to sell specified assets from its emergency call box and communications business for approximately $6.4 million, subject to finalization of working capital balances.

 

9