EXHIBIT 99.2
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Unaudited Interim Financial Statements
for the Nine Months Ended
September 30, 2013 and 2012
1
CONTENTS
| | | | |
Balance Sheets | | | 3 | |
| |
Statements of Operations | | | 5 | |
| |
Statements of Stockholders’ Equity | | | 6 | |
| |
Statements of Cash Flows | | | 8 | |
2
Crossline Capital, Inc.
Balance Sheets
ASSETS
| | | | | | | | |
| | September 30, | |
| | 2013 | | | 2012 | |
CURRENT ASSETS | | | | | | | | |
Cash and cash equivalents | | $ | 9,079,777 | | | $ | 4,609,734 | |
Restricted cash | | | 230,000 | | | | 230,000 | |
Marketable securities | | | 132,990 | | | | 881,876 | |
Mortgage loans held for sale | | | 15,393,205 | | | | 45,531,671 | |
Mortgage related receivables | | | 407,630 | | | | 8,569 | |
Prepaid expenses and other | | | 68,968 | | | | 114,286 | |
| | | | | | | | |
Total Current Assets | | | 25,312,570 | | | | 51,376,136 | |
| | | | | | | | |
PROPERTY AND EQUIPMENT, NET | | | 97,568 | | | | 18,729 | |
| | | | | | | | |
OTHER ASSETS | | | | | | | | |
Derivative assets | | | 389,526 | | | | 45,188 | |
Note receivable - related party | | | — | | | | 526,000 | |
Capitalized servicing rights, net | | | 293,781 | | | | — | |
Deposits and other | | | 17,477 | | | | 14,833 | |
| | | | | | | | |
Total Other Assets | | | 700,784 | | | | 586,021 | |
| | | | | | | | |
TOTAL ASSETS | | $ | 26,110,922 | | | $ | 51,980,886 | |
| | | | | | | | |
3
Crossline Capital, Inc.
Balance Sheets (Continued)
LIABILITIES AND STOCKHOLDERS’ EQUITY
| | | | | | | | |
| | September 30, | |
| | 2013 | | | 2012 | |
CURRENT LIABILITIES | | | | | | | | |
Accounts payable and accrued expenses | | $ | 437,255 | | | $ | 266,831 | |
Income taxes payable | | | 170,383 | | | | 77,544 | |
Warehouse lines-of-credit | | | 15,307,366 | | | | 45,064,817 | |
| | | | | | | | |
Total Current Liabilities | | | 15,915,004 | | | | 45,409,192 | |
| | | | | | | | |
OTHER LIABILITIES | | | | | | | | |
Derivative liabilities | | | 177,422 | | | | — | |
| | | | | | | | |
Total Other Liabilities | | | 177,422 | | | | — | |
| | | | | | | | |
TOTAL LIABILITIES | | | 16,092,426 | | | | 45,409,192 | |
| | | | | | | | |
COMMITMENTS AND CONTINGENCIES | | | | | | | | |
STOCKHOLDERS’ EQUITY | | | | | | | | |
Common stock, no par value, 1,000 shares authorized, issued and outstanding | | | 25,000 | | | | 25,000 | |
Retained earnings | | | 9,993,496 | | | | 6,546,694 | |
| | | | | | | | |
TOTAL STOCKHOLDERS’ EQUITY | | | 10,018,496 | | | | 6,571,694 | |
| | | | | | | | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | $ | 26,110,922 | | | $ | 51,980,886 | |
| | | | | | | | |
4
Crossline Capital, Inc.
Statements of Operations
| | | | | | | | |
| | For the Nine Months | |
| | Ended September 30, | |
| | 2013 | | | 2012 | |
REVENUES | | | | | | | | |
Gain on origination and sale of mortgage loans, net of loan related costs | | $ | 13,630,510 | | | $ | 9,966,838 | |
Interest income | | | 277,163 | | | | 463,870 | |
Gain (loss) on derivative instruments | | | (226,434 | ) | | | 29,105 | |
| | | | | | | | |
Total Revenues | | | 13,681,239 | | | | 10,459,813 | |
| | | | | | | | |
OPERATING EXPENSES | | | | | | | | |
Advertising, marketing and related | | | 841,350 | | | | 982,585 | |
Depreciation expense | | | 18,341 | | | | 1,891 | |
Interest expense | | | 941,354 | | | | 125,478 | |
Occupancy expense | | | 233,607 | | | | 119,353 | |
Personnel expense | | | 6,382,322 | | | | 3,623,424 | |
Professional fees | | | 334,235 | | | | 131,676 | |
Other general and administrative expenses | | | 208,716 | | | | 375,945 | |
| | | | | | | | |
Total Operating Expenses | | | 8,959,925 | | | | 5,360,352 | |
| | | | | | | | |
OTHER INCOME (EXPENSE) | | | | | | | | |
Interest and dividend income | | | 28,299 | | | | 18,610 | |
Realized loss on sale of marketable securities | | | — | | | | (3,390 | ) |
Unrealized gain (loss) on marketable securities | | | (80,423 | ) | | | 59,749 | |
| | | | | | | | |
Total Other Income (Expense) | | | (52,124 | ) | | | 74,969 | |
| | | | | | | | |
INCOME BEFORE INCOME TAXES | | | 4,669,190 | | | | 5,174,430 | |
Provision for income taxes | | | 68,985 | | | | 82,474 | |
| | | | | | | | |
NET INCOME | | $ | 4,600,205 | | | $ | 5,091,956 | |
| | | | | | | | |
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Crossline Capital, Inc.
Statements of Stockholders’ Equity
For the Nine Months Ended September 30, 2013
| | | | | | | | | | | | | | | | |
| | Common Stock | | | | | | Total | |
| | Number | | | | | | Retained | | | Stockholders’ | |
| | of Shares | | | Amount | | | Earnings | | | Equity | |
Balance, December 31, 2012 | | | 1,000 | | | $ | 25,000 | | | $ | 8,968,332 | | | $ | 8,993,332 | |
Shareholder distributions | | | — | | | | — | | | | (3,575,041 | ) | | | (3,575,041 | ) |
Net income for the nine months ended September 30, 2013 | | | — | | | | — | | | | 4,600,205 | | | | 4,600,205 | |
| | | | | | | | | | | | | | | | |
Balance, September 30, 2013 | | | 1,000 | | | $ | 25,000 | | | $ | 9,993,496 | | | $ | 10,018,496 | |
| | | | | | | | | | | | | | | | |
6
Crossline Capital, Inc.
Statements of Stockholders’ Equity (Continued)
For the Nine Months Ended September 30, 2012
| | | | | | | | | | | | | | | | |
| | Common Stock | | | | | | Total | |
| | Number | | | | | | Retained | | | Stockholders’ | |
| | of Shares | | | Amount | | | Earnings | | | Equity | |
Balance, December 31, 2011 | | | 1,000 | | | $ | 25,000 | | | $ | 3,365,001 | | | $ | 3,390,001 | |
Shareholder distributions | | | — | | | | — | | | | (1,910,263 | ) | | | (1,910,263 | ) |
Net income for the nine months ended September 30, 2012 | | | — | | | | — | | | | 5,091,956 | | | | 5,091,956 | |
| | | | | | | | | | | | | | | | |
Balance, September 30, 2012 | | | 1,000 | | | $ | 25,000 | | | $ | 6,546,694 | | | $ | 6,571,694 | |
| | | | | | | | | | | | | | | | |
7
Crossline Capital, Inc.
Statement of Cash Flows
| | | | | | | | |
| | For the Nine Months | |
| | Ended September 30, | |
| | 2013 | | | 2012 | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | | |
Net income | | $ | 4,600,205 | | | $ | 5,091,956 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | |
Depreciation expense | | | 18,341 | | | | 1,891 | |
(Gain) loss on derivative instruments | | | 226,434 | | | | (29,105 | ) |
Interest and dividend income | | | (28,299 | ) | | | (18,610 | ) |
Realized loss on sale of marketable securities | | | — | | | | 3,390 | |
Unrealized (gain) loss on marketable securities | | | 80,423 | | | | (59,749 | ) |
Changes in operating assets and liabilities: | | | | | | | | |
Mortgage loans held for sale | | | 40,515,873 | | | | (24,861,413 | ) |
Mortgage related receivables | | | (336,378 | ) | | | 69,950 | |
Prepaid expenses | | | (28,461 | ) | | | (82,712 | ) |
Capitalized servicing rights | | | (293,781 | ) | | | — | |
Deposits and other | | | 2,356 | | | | (5,318 | ) |
Accounts payable and accrued expenses | | | (32,591 | ) | | | 17,356 | |
Income taxes payable | | | 54,982 | | | | 14,689 | |
Warehouse lines-of-credit | | | (38,608,824 | ) | | | 24,384,559 | |
| | | | | | | | |
Net Cash Provided by Operating Activities | | | 6,170,280 | | | | 4,526,884 | |
| | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | |
Purchases of marketable securities | | | (399,886 | ) | | | (427,196 | ) |
Proceeds from sale of marketable securities | | | 1,080,933 | | | | 439,582 | |
Purchases of property and equipment | | | (74,212 | ) | | | (20,620 | ) |
Proceeds from note receivable—related party | | | 575,000 | | | | — | |
Issuance of note receivable—related party | | | — | | | | (526,000 | ) |
| | | | | | | | |
Net Cash Provided (Used) by Investing Activities | | | 1,181,835 | | | | (534,234 | ) |
| | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | |
Shareholder distributions | | | (3,575,041 | ) | | | (1,910,263 | ) |
| | | | | | | | |
Net Cash Used by Financing Activities | | | (3,575,041 | ) | | | (1,910,263 | ) |
| | | | | | | | |
NET INCREASE IN CASH AND CASH EQUIVALENTS | | | 3,777,074 | | | | 2,082,387 | |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | | | 5,532,703 | | | | 2,757,347 | |
| | | | | | | | |
CASH AND CASH EQUIVALENTS, END OF PERIOD | | $ | 9,309,777 | | | $ | 4,839,734 | |
| | | | | | | | |
Cash | | $ | 9,079,777 | | | $ | 4,609,734 | |
Restricted cash | | | 230,000 | | | | 230,000 | |
| | | | | | | | |
Total Cash | | $ | 9,309,777 | | | $ | 4,839,734 | |
| | | | | | | | |
SUPPLEMENTAL CASH FLOW INFORMATION | | | | | | | | |
Cash paid for interest | | $ | 941,354 | | | $ | 125,478 | |
Cash paid for income taxes | | $ | — | | | $ | 76,706 | |
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