EX-99.1 3 ex99-1.htm

 

Exhibit 99.1

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

CHAMPION SAFE COMBINED GROUP

DECEMBER 31, 2021

 

    Page
Report of Independent Registered Public Accounting Firm   F-1
Financial Statements for the years ended December 31, 2021 and December 31, 2020    
Balance Sheets   F-2
Statements of Operations   F-3
Statements of Cash Flows   F-4
Notes to the Financial Statements   F-5

 

 
 

 

Report of Independent Registered Public Accounting Firm

 

To the shareholders and the board of directors of Champion Safe Combined Group

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Champion Safe Combined Group as of December 31, 2021 and 2020, the related statements of operations, stockholders’ equity (deficit), and cash flows for 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 financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

 

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 financial statements based on our audit. 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 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 audit in accordance with the standards of the PCAOB. 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit 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 audit 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 audit provides a reasonable basis for our opinion.

 

/S/ BF Borgers CPA PC

BF Borgers CPA PC

 

Lakewood, CO

July 1, 2022

 

F-1
 

 

CHAMPION SAFE COMBINED GROUP

CONSOLIDATED BALANCE SHEETS

 

   December 31, 2021   December 31, 2020 
ASSETS          
           
CURRENT ASSETS:          
Cash and cash equivalents  $29,407   $340,492 
Accounts Receivable   2,239,869    1,075,889 
Prepaid expense   17,820    4,800 
Inventory   3,890,264    3,093,326 
Total Current Assets   6,177,360    4,514,507 
           
Property and Equipment, net   420,044    272,348 
           
OTHER ASSETS:          
Lease Deposit   12,665    12,665 
Total Other Assets   12,665    12,665 
           
TOTAL ASSETS  $6,610,069   $4,799,520 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)          
           
CURRENT LIABILITIES:          
Accounts payable and accrued expense  $1,923,089   $1,166,710 
Loan – Officer - Related party   -    267,012 
Loan – Working Capital   2,175,060    1,975,000 
           
Total Current Liabilities   4,098,148    3,408,721 
           
Long term debt   -    127,826 
TOTAL LIABILITIES   4,098,148    3,536,547 
           
OWNERS’ EQUITY:          
           
Owners Capital   2,511,921    1,262,973 
          
TOTAL OWNERS’ EQUITY   2,511,921    1,262,973 
           
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)  $6,610,069   $4,799,520 

 

See Notes to Financial Statements.

 

F-2
 

 

CHAMPION SAFE COMBINED GROUP

CONSOLIDATED STATEMENTS OF OPERATIONS

 

   For the year ended
December 31, 2021
   For the year ended
December 31, 2020
 
Revenue  $18,304,859   $14,373,123 
Cost of goods sold   14,354,863    10,806,926 
Gross margin   3,949,996    3,566,197 
           
Expenses:          
Consulting – business development   1,838,947    1,885,166 
Product development costs   24,558    37,587 
Marketing and brand development costs   828,890    892,279 
Administrative and other   518,705    594,484 
Depreciation expense   24,919    16,155 
    3,236,019    3,425,671 
Operating income (loss)   713,977    140,527 
           
Other Income (Expense)          
Interest Income   305    2,433 
Interest Expense   (77,752)   (123,228)
Payroll Protection Loan Forgiven   625,064    626,800 
Net income (loss) before income tax provision   1,261,594    646,531 
Provision for income tax   -    - 
Net income (loss)  $1,261,594   $646,531 
           
Beginning Owner’s Equity   1,262,973    668,453 
Owner’s Distributions   (12,646)   (52,012)
Ending Owner’s Equity  $2,511,921   $1,262,973 

 

See Notes to Financial Statements.

 

F-3
 

 

CHAMPION SAFE COMBINED GROUP

CONSOLIDATED STATEMENT OF CASH FLOWS

 

   For the year ended
December 31, 2021
   For the year ended
December 31, 2020
 
         
CASH FLOW FROM OPERATING ACTIVITIES:          
Net income (loss)  $1,261,594   $646,531 
Depreciation   81,187    70,340 
           
Adjustments to reconcile net loss to cash (used in) operating activities:          
Accounts Receivable   (1,163,980)   (213,504)
Prepaid Expenses   (13,020)   (15,430)
Inventory   (796,938)   1,009,734 
Accounts Payable and Accrued Expense   756,379    (474,687)
Net Cash (Used in) Operating Activities   125,222    1,022,984 
           
CASH FLOW FROM INVESTING ACTIVITIES:          
Property and equipment purchased   (231,884)   (76,476)
Net Cash (Used in) Investing Activities   (231,884)   (76,476)
           
CASH FLOW FROM FINANCING ACTIVITIES:          
Profit Distributions to Owners   (12,646)   (52,011)
Proceeds (repayments) of loans – Owners   (267,012)   (264,533)
Proceeds - Repayment of loans   200,060    (404,668)
Repayment of loans –   (127,826)   (11,456)
Net Cash Provided by Financing Activities   (207,424)   (732,668)
           
CHANGE IN CASH   (311,086)   216,311 
           
CASH AT BEGINNING OF PERIOD   340,492    124,182 
           
CASH AT END OF PERIOD  $29,407   $340,492 
           
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION          
Cash paid for:          
Interest  $77,752   $123,228 
Income taxes  $-   $- 

 

See Notes to Financial Statements.

 

F-4
  

 

CHAMPION SAFE COMBINED GROUP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021

 

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Organization

 

“Champion Safe Combined Group” includes Champion Safe Co., Inc., a Utah corporation (“Champion Safe”), Superior Safe, LLC, a Utah limited liability company (“Superior Safe”), Safe Guard Security Products, LLC, a Utah limited liability company (“Safe Guard”) Champion Safe De México, S.A. de C.V., a corporation duly organized and existing under the laws of Mexico (“Champion Safe De México”). and, together with Champion Safe, Superior Safe and Safe Guard, (the “Target Companies”). Champion Safe Combined Group “The Company” includes these related companies under common control.

 

Nature of operations

 

The Company develops and sells branded products in the safe storage product areas that are promoted and sold using a retail and wholesale distribution network. The Company’s products are under the Champion, Superior and Safe Guard Brands.

 

Principles of Consolidation

 

The Consolidated Financial Statements include the accounts of the Related Companies, Champion, Superior and Safeguard. All significant intercompany accounts and transactions have been eliminated.

 

Cash and cash equivalents

 

For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value.

 

Inventory and Inventory Deposits

 

Inventory consists of safes and accessories manufactured to our design and held for resale and are carried at the lower of cost (First-in, First-out Method) or market value. The Company determines the estimate for the adjustment for slow moving or obsolete inventories by regularly evaluating individual inventory levels, projected sales and current economic conditions. The Company also makes deposit payments on inventory to be manufactured that are carried separately until the goods are received into inventory.

 

Fixed assets and depreciation

 

Property and equipment are stated at cost net of accumulated depreciation. Additions and improvements are capitalized while ordinary maintenance and repair expenditures are charged to expense as incurred. Depreciation is recorded by the straight-line method over the estimated useful life of the asset, which ranges from five to seven years.

 

F-5
  

 

Revenue recognition

 

In accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), revenues are recognized when control of the promised goods or services is transferred to our clients, in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: 1) Identify the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the company satisfies a performance obligation.

 

These steps are met when as order is received, a price agreed and the product shipped or delivered to that customer.

 

Advertising costs

 

Advertising costs are expensed as incurred; Advertising costs incurred were $8,796 and $17,865 for the years ended December 31, 2021 and 2020, respectively.

 

Fair value of financial instruments

 

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2021 and December 31, 2020, respectively. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short-term in nature and their carrying amounts approximate fair values or they are payable on demand.

 

Level 1: The preferred inputs to valuation efforts are “quoted prices in active markets for identical assets or liabilities,” with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets.

 

Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations.

 

Level 3: If inputs from levels 1 and 2 are not available, the Financial Accounting Standards Board (the “FASB”) acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants.

 

F-6
  

 

Income taxes

 

The Company has elected to be taxed as a flow-through entity. All income and expense is reported to the Owners and any income tax liability is the responsibility of the Owners.

 

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 revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Right of Use Assets and Lease Liabilities

 

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The standard requires lessees to recognize almost all leases on the balance sheet as a Right-of-Use (“ROU”) asset and a lease liability and requires leases to be classified as either an operating or a finance type lease. The standard excludes leases of intangible assets or inventory. The standard became effective for the Company beginning January 1, 2019. The Company adopted ASC 842 using the modified retrospective approach, by applying the new standard to all leases existing at the date of initial application. Results and disclosure requirements for reporting periods beginning after January 1, 2019 are presented under ASC 842, while prior period amounts have not been adjusted and continue to be reported in accordance with our historical accounting under ASC 840. The Company elected the package of practical expedients permitted under the standard, which also allowed the Company to carry forward historical lease classifications. The Company also elected the practical expedient related to treating lease and non-lease components as a single lease component for all equipment leases as well as electing a policy exclusion permitting leases with an original lease term of less than one year to be excluded from the ROU assets and lease liabilities.

 

F-7
  

 

Under ASC 842, the Company determines if an arrangement is a lease at inception. ROU assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of the Company’s leases do not provide an implicit rate, the Company estimated the incremental borrowing rate in determining the present value of lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company’ lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options.

 

Operating leases are included in operating lease Right-of-Use assets and operating lease liabilities, current and non-current, on the Company’s consolidated balance sheets.

 

Recent pronouncements

 

The Company evaluated recent accounting pronouncements through December 31, 2021 and believes that none have a material effect on the Company’s financial statements.

 

Concentration Risk

 

In 2021, the Company purchased a substantial portion (over 20%) of inventory from one third-party vendor. As of December 31, 2021, the net amount due to the vendor (accounts payable and accrued expense) was $1,790,681. Similarly, as of December 31, 2020, the net amount due to the vendor (accounts payable and accrued expenses) was $1,087,003. The loss of the manufacturing vendor relationship could have a material effect on the Company, but the Company believes there are numerous other suppliers that could be substituted should these suppliers become unavailable or non-competitive.

 

F-8
  

 

NOTE 2- INVENTORY AND DEPOSITS

 

Inventory and deposits include the following:

 

   December 31, 2021   December 31, 2020 
         
Inventory - Finished goods  $2,306,970   $2,116,544 
Work in Progress   1,583,294    976,782 
Total Inventory and deposits  $3,890,264   $3,093,326 

 

NOTE 3 – PROPERTY AND EQUIPMENT

 

Property and equipment include the following:

 

   December 31, 2021   December 31, 2020 
         
Leasehold Improvements  $330,612   $312,185 
Machinery and equipment   1,363,796    1,321,893 
Office Furniture and Equipment   114,874    81,780 
Vehicles   339,643    201,183 
    2,148,925    1,917,041 
Less: Accumulated depreciation   (1,728,880)   (1,644,693)
Net property and equipment  $420,045   $272,348 

 

For the years ended December 31, 2021 and 2020 we recognized $24,919 and $16,155 in depreciation expense, respectively. We depreciate these assets over a period of five to seven years, which has been deemed their useful life.

 

NOTE 4 –RELATED PARTY NOTE PAYABLE AND RELATED PARTY TRANSACTIONS

 

The Company received loans from its majority Owner. The balance owed at December 31, 2020 was $267,012. During the year ended December 31, 2021, the Company repaid $267,012 of these loans resulting in a balance at December 31, 2021 of $-.

 

F-9
  

 

NOTE 5 – NOTES PAYABLE –

 

As of December 31, 2021, and 2020, the outstanding balance due on the working capital notes was $2,175,060 and $1,975,000, respectively.

 

As of December 31, 2021, and 2020, the outstanding balance due on the long-term notes was $0 and $127,826, respectively.

 

NOTE 6 – INCOME TAXES

 

The companies have elected to be taxed as pass-through entities. All income and expenses are reported to owners and any income tax is paid by the Owners.

 

NOTE 7 – COMMITMENTS AND CONTINGENCIES

 

Rental Payments under Non-cancellable Operating Leases

 

The Company has leases for manufacturing, retail and office space. The following is a schedule, by year, of the future minimum rental payments under the leases:

 

Year ended December 31,    
     
2022  $849,000  
2023   852,000 
2024   

543,000

 
2025   

78,000

 
2026   39,000 
2027   

4,000

 
Total  $

2,365,000

 

 

Rent costs totaled approximately $822,000 and $820,000 for years ended December 31, 2021 and 2020, respectively.

 

NOTE 8 – SUBSEQUENT EVENTS

 

The Company evaluated all events that occurred after the balance sheet date of December 31, 2021 through the date the financial statements were issued and determined that there were no material subsequent events.

 

F-10