Exhibit 99.2
Celtic Leasing Corp.
Balance Sheets
| | | (Unaudited) | | |
| | | September 30, | | June 30, |
| | | 2012 | | 2012 |
Assets | | | | |
Cash and cash equivalents | | $ 41,860,420 | | $ 37,673,786 |
Investments | | 668,533 | | 632,327 |
Accounts receivable, net | | 24,560 | | 612,723 |
Income tax receivable | | - | | 388,292 |
Inventory | | 15,517,264 | | 10,678,859 |
Net investment in leases | | 17,879,149 | | 24,022,118 |
Fixed assets, net | | 85,867 | | 100,697 |
Receivable from stockholders | | 25,639 | | 26,364 |
Other assets | | 1,060,216 | | 1,234,732 |
| Total assets | | $ 77,121,648 | | $ 75,369,898 |
| | | | | |
Liabilities and Stockholders' Equity | | | | |
Liabilities: | | | | |
| Deferred income taxes | | $ 42,392,306 | | $ 42,440,372 |
| Other liabilities | | 7,619,934 | | 8,230,360 |
| Total liabilities | | 50,012,240 | | 50,670,732 |
| | | | | |
Commitments and contingencies | | | | |
| | | | | |
Stockholders' equity: | | | | |
| Common stock, no par value; 10,000,000 shares authorized; | | | | |
| 4,392,291 shares issued and outstanding | | 661,048 | | 661,048 |
| Receivables from sale of stock | | (133,500) | | (133,500) |
| Additional paid-in capital | | 39,551 | | 39,551 |
| Retained earnings | | 26,538,661 | | 24,169,717 |
| Accumulated other comprehensive income (loss) | | 3,648 | | (37,650) |
| Total stockholders' equity | | 27,109,408 | | 24,699,166 |
| Total liabilities and stockholders' equity | | $ 77,121,648 | | $ 75,369,898 |
Celtic Leasing Corp.
Statements of Income (Unaudited)
| | | Three Months Ended |
| | | September 30, |
| | | 2012 | | 2011 |
Revenues: | | | | |
| Lease origination income | | $ 1,773,529 | | $ 2,398,094 |
| Gain on sale of residual interest in equipment leased | | 4,155,300 | | 3,354,811 |
| Interest income and other | | 477,922 | | 550,966 |
| Total revenues | | 6,406,751 | | 6,303,871 |
| | | | | |
Selling, general and administrative expenses | | 2,585,873 | | 2,580,107 |
| | | | | |
Income before provision for income taxes | | 3,820,878 | | 3,723,764 |
| | | | | |
Provision for income taxes | | 1,451,934 | | 1,526,764 |
| | | | | |
Net income | | $ 2,368,944 | | $ 2,197,000 |
Celtic Leasing Corp.
Statements of Comprehensive Income (Unaudited)
| | | Three Months Ended |
| | | September 30, |
| | | 2012 | | 2011 |
| | | | | |
Net income | | $ 2,368,944 | | $ 2,197,000 |
Change in net unrealized gain (loss) on | | | | |
| available-for-sale securities, net of tax | | 41,298 | | (75,543) |
| | | | | |
Comprehensive income | | $ 2,410,242 | | $ 2,121,457 |
Celtic Leasing Corp.
Statements of Cash Flows (Unaudited)
| | | | | Three Months Ended |
| | | | | September 30, |
| | | | | 2012 | | 2011 |
Cash flows from operating activities: | | | | |
| Net income | | $ 2,368,944 | | $ 2,197,000 |
| Adjustments to reconcile net income to net cash used | | | | |
| in operating activities: | | | | |
| | Non-cash portion of lease origination income | | (178,380) | | (412,642) |
| | Gain on sale of residual interests in equipment | | (4,155,300) | | (3,354,811) |
| | Amortization of unearned interest income | | (456,198) | | (492,372) |
| | Depreciation and amortization | | 14,830 | | 15,330 |
| | Deferred income taxes | | (48,066) | | 1,526,764 |
| | Changes in operating assets and liabilities: | | | | |
| | | Accounts receivable | | 588,163 | | (305,805) |
| | | Income tax receivable | | 388,292 | | 804,387 |
| | | Other assets | | 174,516 | | 98,082 |
| | | Accounts payable, accrued liabilities and | | | | |
| | | deferred revenues | | (923,571) | | (479,825) |
| | | Customer deposits | | 313,145 | | 184,369 |
| Net cash used in operating activities | | (1,913,625) | | (219,523) |
Cash flows from investing activities: | | | | |
| Sales of investments | | 20,740 | | - |
| Purchases of investments | | (15,647) | | - |
| Payments received from lessees | | 10,241,630 | | 4,373,209 |
| Collection of receivable from stockholders | | 725 | | 660 |
| Loan made to stockholder | | - | | - |
| Proceeds from sales of direct financing leases | | 19,412,641 | | 18,857,260 |
| Equipment purchased for investment in direct | | | | |
| | financing leases | | (23,559,830) | | (17,015,909) |
| Purchases of fixed assets | | - | | (9,825) |
| Net cash provided by investing activities | | 6,100,259 | | 6,205,395 |
Cash flows from financing activities: | | | | |
| Dividends paid to stockholders | | - | | - |
| Net cash used in financing activities | | - | | - |
Net change in cash and cash equivalents | | 4,186,634 | | 5,985,872 |
Cash and cash equivalents, beginning of period | | 37,673,786 | | 34,312,252 |
Cash and cash equivalents, end of period | | $ 41,860,420 | | $ 40,298,124 |
| | | | | | | |
Supplemental disclosures of cash flow information: | | | | |
| Cash paid during the period for: | | | | |
| | Income taxes | | $ 539,020 | | $ 11,846 |
| | | | | | | |
Supplemental schedule of noncash investing and financing activities: | | | |
| Change in unrealized (loss) gain on available-for-sale securities | | $ 41,298 | | $ (75,543) |
Note 1 – Basis of Presentation
These unaudited financial statements include the accounts of Celtic Leasing Corp. (the “Company”). The Company is principally engaged in leasing and financing equipment to commercial customers in the United States of America. In the opinion of management, all normal recurring adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods have been made. The results of operations for the three months ended September 30, 2012 are not necessarily indicative of the results to be expected for the entire fiscal year.
The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Certain information in footnote disclosure normally included in financial statements prepared in accordance with U.S. GAAP has been condensed or omitted pursuant to rules and regulations of the Securities and Exchange Commission. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s June 30, 2012 audited financial statements included in this Form 8-K/A.