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Exhibit 99.1

NATIONAL LOAN EXCHANGE, INC.

CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2013 AND 2012



NATIONAL LOAN EXCHANGE, INC.
TABLE OF CONTENTS
YEARS ENDED DECEMBER 31, 2013 AND 2012

INDEPENDENT AUDITORS’ REPORT

1

 

 

CONSOLIDATED FINANCIAL STATEMENTS

 

 

 

   CONSOLIDATED BALANCE SHEETS

3

 

 

   CONSOLIDATED STATEMENTS OF OPERATIONS

4

 

 

   CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY (DEFICIT)

5

 

 

   CONSOLIDATED STATEMENTS OF CASH FLOWS

6

 

 

   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7


INDEPENDENT AUDITORS’ REPORT

Board of Directors
National Loan Exchange, Inc.

Report On the Consolidated Financial Statements
We have audited the accompanying consolidated financial statements of National Loan Exchange, Inc. and subsidiaries, which comprise the consolidated balance sheet as of December 31, 2013 and 2012, and the related consolidated statements of operations, changes in stockholder’s equity and cash flows for the years then ended, and the related notes to the consolidated financial statements.

Management’s Responsibility For The Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatements, whether due to fraud or error.

Auditors’ Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits 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 consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

(1)


Board of Directors
National Loan Exchange, Inc.

Opinion
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of National Loan Exchange, Inc. and subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for the years then ended, in accordance with accounting principles generally accepted in the United States of America.

/s/  RubinBrown LLP

St. Louis, Missouri
August 12, 2014

(2)



NATIONAL LOAN EXCHANGE, INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2013 AND 2012

 

  2013     2012  

ASSETS

           

 

           

Cash and Cash Equivalents

$  276,359   $  69,203  

Premises and Equipment, Net

  8,259     12,979  

Other Assets

  22,421     24,762  

 

           

      Total Assets

$  307,039   $  106,944  

 

           

LIABILITIES AND STOCKHOLDER'S EQUITY

           

 

           

LIABILITIES

           

   Funds Held for Third Parties

$  24,758   $  26,774  

   Accounts Payable

  43,107     71,082  

   Accrued Compensation

  136,366     138,104  

   Accrued Taxes

  22,974     18,581  

      Total Liabilities

  227,205     254,541  

 

           

COMMITMENTS AND CONTINGENCIES (NOTE 4)

           

 

           

STOCKHOLDER'S EQUITY (DEFICIT)

           

   Common Stock, $150 Par Value, 10,000 Shares Authorized,

           

   100 Issued and Outstanding

  15,000     15,000  

   Additional Paid-In Capital

  27,739     27,739  

   Retained Earnings

  1,344,672     1,117,241  

   Treasury Stock, at cost

  (1,307,577 )   (1,307,577 )

      Total Stockholder's Equity (Deficit)

  79,834     (147,597 )

 

           

      Total Liabilities and Stockholder's Equity

$  307,039   $  106,944  

See accompanying Notes to Consolidated Financial Statements.

(3)



NATIONAL LOAN EXCHANGE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2013 AND 2012

 

  2013     2012  

 

           

COMMISSION AND FEE REVENUE

$  4,997,353   $  4,634,780  

 

           

EXPENSES

           

   Compensation and Benefits

  2,723,343     2,561,681  

   Travel and Entertainment

  240,551     296,070  

   Insurance

  59,485     53,073  

   Professional Fees

  132,103     111,403  

   Other Operating Expenses

  309,850     358,127  

      Total Expenses

  3,465,332     3,380,354  

 

           

NET INCOME

$  1,532,021   $  1,254,426  

See accompanying Notes to Consolidated Financial Statements.

(4)



NATIONAL LOAN EXCHANGE, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY (DEFICIT)
YEARS ENDED DECEMBER 31, 2013 AND 2012

 

        Additional                    

 

  Common     Paid-In     Retained     Treasury        

 

  Stock     Capital     Earnings     Stock     Total  

 

                             

BALANCE, JANUARY 1, 2012

$  15,000   $  27,739   $  1,318,627   $  (1,307,577 ) $  53,789  

 

                             

Net Income

  -     -     1,254,426     -     1,254,426  

Distributions

  -     -     (1,455,812 )   -     (1,455,812 )

 

                             

BALANCE, DECEMBER 31, 2012

  15,000     27,739     1,117,241     (1,307,577 )   (147,597 )

 

                             

Net Income

  -     -     1,532,021     -     1,532,021  

Distributions

  -     -     (1,304,590 )   -     (1,304,590 )

 

                             

BALANCE, DECEMBER 31, 2013

$  15,000   $  27,739   $  1,344,672   $  (1,307,577 ) $  79,834  

See accompanying Notes to Consolidated Financial Statements.

(5)



NATIONAL LOAN EXCHANGE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2013 AND 2012

 

  2013     2012  

CASH FLOWS FROM OPERATING ACTIVITIES

           

   Net Income

$  1,532,021   $  1,254,426  

   Adjustments to Reconcile Net Income to Net

           

      Cash Provided by Operating Activities:

           

      Depreciation

  9,620     16,884  

      Net Change in:

           

         Other Assets

  2,341     (6,496 )

         Funds Held for Third Parties

  (2,016 )   (1,184,665 )

         Accounts Payable

  (27,975 )   (26,371 )

         Accrued Expenses

  2,655     4,423  

            Net Cash Provided by Operating Activities

  1,516,646     58,201  

 

           

CASH FLOWS FROM INVESTING ACTIVITIES

           

   Purchases of Equipment

  (4,900 )   (701 )

            Net Cash Used in Investing Activities

  (4,900 )   (701 )

 

           

CASH FLOWS FROM FINANCING ACTIVITIES

           

   Distributions

  (1,304,590 )   (1,455,812 )

            Net Cash Used in Financing Activities

  (1,304,590 )   (1,455,812 )

 

           

NET CHANGE IN CASH AND CASH EQUIVALENTS

  207,156     (1,398,312 )

 

           

Cash and Cash Equivalents at Beginning of Year

  69,203     1,467,515  

 

           

CASH AND CASH EQUIVALENTS AT END OF YEAR

$  276,359   $  69,203  

See accompanying Notes to Consolidated Financial Statements.

(6)



NATIONAL LOAN EXCHANGE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013 AND 2012

NOTE 1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

 

 

Nature of Operations

National Loan Exchange, Inc. (“NLEX”) is a broker of charged off receivables in the United States and Canada. NLEX offerings include national, state and regional portfolios on behalf of many of the world's top financial institutions. NLEX maintains its corporate headquarters in Edwardsville, Illinois and has offices in Parker, Colorado and Glen Allen, Virginia.

 

 

 

Basis of Consolidation

The consolidated financial statements include the accounts of NLEX and its wholly-owned subsidiaries Solutions Management Group International, LLC (“SMGI”) and NLEX, LLC (collectively the “Company”), after elimination of all material intercompany transactions and balances.

 

 

 

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

 

 

Cash and Cash Equivalents

For purposes of the consolidated statements of cash flows, cash and cash equivalents include cash and interest-earning deposits, all of which have an original maturity within 90 days.

 

 

 

Revenue Recognition

The Company recognizes commissions and referral fees when earned, which is when the underlying transaction closes and is funded. Commission and referral fees are contractually agreed to with the customer, and are generally based on a percentage of the sale price of the underlying portfolio.

 

 

 

Premises and Equipment

Premises and equipment are recorded at cost and are depreciated on the straight-line method. Depreciation and amortization are provided over the estimated useful lives of the respective assets ranging from three to ten years.

 

 

 

Funds Held for Third Parties

Funds held for third parties represent amounts collected from buyers and sellers that will be disbursed to the counterparty.

(7)



NATIONAL LOAN EXCHANGE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013 AND 2012

NOTE 1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

 

Income Taxes

The Company, with the consent of its stockholder, has elected to be taxed under sections of federal and state income tax laws which provide that, in lieu of Company income taxes, the Company’s items of income, deductions, losses and credits are allocated to the stockholder’s personal income tax return.

 

The Company files federal and state income tax returns and is not subject to federal income tax examinations for taxable years prior to 2010.

 

 

Subsequent Events

In preparing these consolidated financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through August 12, 2014, the date the consolidated financial statements were available to be issued.

 

NOTE 2

PREMISES AND EQUIPMENT

 

 

Premises and equipment consists of the following at December 31:


      2013     2012  
  Equipment $  137,174   $  141,359  
  Leasehold Improvements   2,017     2,017  
      139,191     143,376  
               
  Less: Accumulated Depreciation   (130,932 )   (130,397 )
    $  8,259   $  12,979  

Depreciation expense amounted to $9,620 and $16,884 for the years ended December 31, 2013 and 2012, respectively.

 

NOTE 3

EMPLOYEE BENEFITS

 

 

401(K) Plan

The Company has a safe harbor 401 (k) plan for its employees. A participant may elect to make pre-tax contributions up to the maximum amount allowed by the Internal Revenue Service. The Company made non-elective contributions of $53,434 and $43,012 for the years ended December 31, 2013 and 2012, respectively.

 

NOTE 4

COMMITMENTS AND CONTINGENCIES

 

The Company is involved from time to time in various claims and legal actions incidental to its business. It is not possible at the present time to estimate the ultimate liability, if any, of the Company with respect to such matters; however, management believes that any ultimate outcome will not have a material effect on the Company’s results of operations, financial position or cash flows.

(8)



NATIONAL LOAN EXCHANGE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013 AND 2012

NOTE 4

COMMITMENTS AND CONTINGENCIES (CONTINUED)

 

 

Operating Leases

The Company leases a building from an entity owned by the sole stockholder of the Company under a month to month lease, for $4,400 per month plus certain building operating expenses.

 

The Company leases buildings and equipment under agreements with third parties that expire at various dates through 2018. The following is a schedule of future minimum rental payments required under operating leases with lease terms in excess of one year:


2014 $  45,363  
2015   21,728  
2016   2,832  
2017   2,832  
2018   2,832  
Total $  75,587  

Rent expense under all operating leases amounted to $108,379 and $98,712 for the years ended December 31, 2013 and 2012, respectively. Rent expense paid to related parties amounted to $53,619 and $53,346 for the years ended December 31, 2013 and 2012, respectively.

 

NOTE 5

BUSINESS COMBINATION

 

 

National Loan Exchange, Inc. was acquired by Heritage Global, Inc. effective May 31, 2014.

(9)


NATIONAL LOAN EXCHANGE, INC.

CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

THREE MONTH PERIODS ENDED MARCH 31, 2014 AND 2013



NATIONAL LOAN EXCHANGE, INC.
TABLE OF CONTENTS 
THREE MONTH PERIODS ENDED MARCH 31, 2014 AND 2013

CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

 

 

 

   CONSOLIDATED BALANCE SHEETS

1

 

 

   CONSOLIDATED STATEMENTS OF OPERATIONS

2

 

 

   CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY (DEFICIT)

3

 

 

   CONSOLIDATED STATEMENTS OF CASH FLOWS

4

 

 

   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5



NATIONAL LOAN EXCHANGE, INC.
CONSOLIDATED UNAUDITED BALANCE SHEETS
MARCH 31, 2014 AND 2013

 

  2014     2013  

ASSETS

           

 

           

Cash and Cash Equivalents

$  86,871   $  295,831  

Premises and Equipment, Net

  7,285     9,872  

Other Assets

  8,762     8,762  

 

           

         Total Assets

$  102,918   $  314,465  

 

           

LIABILITIES AND STOCKHOLDER'S EQUITY

           

 

           

LIABILITIES

           

   Accounts Payable

$  98,697   $  30,659  

   Accrued Expenses

  147,651     257,427  

         Total Liabilities

  246,348     288,086  

 

           

STOCKHOLDER'S EQUITY (DEFICIT)

           

   Common Stock, $150 Par Value, 10,000 Shares Authorized,

           

      100 Issued and Outstanding

  15,000     15,000  

   Additional Paid-In Capital

  27,739     27,739  

   Retained Earnings

  1,121,408     1,291,217  

   Treasury Stock

  (1,307,577 )   (1,307,577 )

          Stockholder's Equity (Deficit)

  (143,430 )   26,379  

 

           

         Total Liabilities and Stockholder's Equity

$  102,918   $  314,465  

See accompanying Notes to Consolidated Financial Statements.

(1)



NATIONAL LOAN EXCHANGE, INC.
CONSOLIDATED UNAUDITED STATEMENTS OF OPERATIONS
THREE MONTH PERIODS ENDED MARCH 31, 2014 AND 2013

 

  2014     2013  

REVENUES

           

   Commissions and Fees

$  761,627   $  1,795,274  

   Other Income (Expense)

  9,707     (1,204 )

   Interest Income

  9     30  

      Total Revenues

  771,343     1,794,100  

 

           

EXPENSES

           

   Compensation and Benefits

  587,356     791,177  

   Travel and Entertainment

  53,429     62,113  

   Insurance

  40,929     42,157  

   Professional Fees

  39,378     12,410  

   Other Operating Expenses

  76,532     81,403  

      Total Expense

  797,624     989,260  

 

           

NET INCOME (LOSS)

$  (26,281 ) $  804,840  

See accompanying Notes to Consolidated Financial Statements.

(2)



NATIONAL LOAN EXCHANGE, INC.
CONSOLIDATED UNAUDITED STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY (DEFICIT)
THREE MONTH PERIODS ENDED MARCH 31, 2014 AND 2013

 

        Additional                    

 

  Common     Paid-In     Retained     Treasury        

 

  Stock     Capital     Earnings     Stock     Total  

 

                             

BALANCE, JANUARY 1, 2013

$  15,000   $  27,739   $  1,117,241   $  (1,307,577 ) $  (147,597 )

 

                             

   Net Income

  -     -     804,840     -     804,840  

   Distributions

  -     -     (630,864 )   -     (630,864 )

 

                             

BALANCE, MARCH 31, 2013

$  15,000   $  27,739   $  1,291,217   $  (1,307,577 ) $  26,379  

 

                             

BALANCE, JANUARY 1, 2014

$  15,000   $  27,739   $  1,344,672   $  (1,307,577 ) $  79,834  

 

                             

   Net Loss

  -     -     (26,281 )   -     (26,281 )

   Distributions

  -     -     (196,983 )   -     (196,983 )

 

                             

BALANCE, MARCH 31, 2014

$  15,000   $  27,739   $  1,121,408   $  (1,307,577 ) $  (143,430 )

See accompanying Notes to Consolidated Financial Statements.

(3)



NATIONAL LOAN EXCHANGE, INC.
CONSOLIDATED UNAUDITED STATEMENTS OF CASH FLOWS
THREE MONTH PERIODS ENDED MARCH 31, 2014 AND 2013

 

  2014     2013  

CASH FLOWS FROM OPERATING ACTIVITIES

           

   Net Income (Loss)

$  (26,281 ) $  804,840  

   Adjustments to Reconcile Net Income (Loss) to Net

           

      Cash Provided (Used) by Operating Activities:

           

      Depreciation

  974     3,107  

      Net Change in:

           

         Accounts Payable

  55,590     (26,867 )

         Accrued Expenses

  (22,788 )   76,412  

            Net Cash Provided by Operating Activities

  7,495     857,492  

 

           

CASH FLOWS FROM FINANCING ACTIVITIES

           

   Distributions

  (196,983 )   (630,864 )

            Net Cash Used by Financing Activities

  (196,983 )   (630,864 )

 

           

NET CHANGE IN CASH AND CASH EQUIVALENTS

  (189,488 )   226,628  

 

           

Cash and Cash Equivalents at Beginning of Year

  276,359     69,203  

 

           

CASH AND CASH EQUIVALENTS AT END OF PERIOD

$  86,871   $  295,831  

See accompanying Notes to Consolidated Financial Statements.

(4)



NATIONAL LOAN EXCHANGE, INC.
NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
MARCH 31, 2014 AND 2013

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations
National Loan Exchange, Inc. (“NLEX”) is a broker of charged off receivables in the United States and Canada. NLEX offerings include national, state and regional portfolios on behalf of many of the world's top financial institutions. NLEX maintains its corporate headquarters in Edwardsville, Illinois, and has offices in Parker, Colorado, and Glen Allen, Virginia.

The accounting policies of NLEX conform to industry practice. The accounts are maintained on an accrual basis in accordance with accounting principles generally accepted in the United States of America.

Basis of Consolidation
The consolidated financial statements include the accounts of NLEX and its wholly-owned subsidiaries, Solutions Management Group International, LLC (“SMGI”) and NLEX, LLC (collectively the “Company”), after elimination of all material intercompany transactions and balances.

Use of Estimates
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents
For purposes of the consolidated statements of cash flows, cash and cash equivalents include cash and interest-earning deposits, all of which have an original maturity within 90 days.

Revenue Recognition
The Company recognizes commissions and referral fees when earned, which is when the underlying transaction closes and is funded. Commissions and referral fees are contractually agreed to with the customer, and are generally based on a percentage of the sale price of the underlying portfolio.

Premises and Equipment
Premises and equipment are recorded at cost and are depreciated on the straight-line method. Depreciation and amortization are provided over the estimated useful lives of the respective assets.

Income Taxes
The Company, with the consent of its stockholder, has elected to be taxed under sections of federal and state income tax laws which provide that, in lieu of Company income taxes, the Company’s items of income, deductions, losses, and credits are allocated to the stockholder’s personal income tax return.

(5)



NATIONAL LOAN EXCHANGE, INC.
NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
MARCH 31, 2014 AND 2013

NOTE 1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

 

Income Taxes (Continued)

The Company files consolidated federal and state income tax returns and is not subject to federal income tax examinations for taxable years prior to 2010.

 

 

Subsequent Events

In preparing these consolidated financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through August 12, 2014, the date the consolidated financial statements were available to be issued.

PREMISES AND EQUIPMENT

Premises and equipment consists of the following at March 31:

      2014     2013  
  Equipment $  217,172   $  212,567  
  Leasehold Improvements   2,017     2,017  
      219,189     214,584  
  Less: Accumulated Depreciation   (211,904 )   (204,712 )
    $  7,285   $  9,872  

NOTE 3 EMPLOYEE BENEFITS
   
  401(K) Plan

The Company has a Safe Harbor 401 (k) plan for its employees. A participant may elect to make pre-tax contributions up to the maximum amount allowed by the Internal Revenue Service. The Company made non-elective contributions of $10,250 and $8,727 for the three month periods ended March 31, 2014 and 2013, respectively.

 

NOTE 4

LEGAL CONTINGENCIES

 

The Company is involved from time to time in various claims and legal actions incidental to its business. It is not possible at the present time to estimate the ultimate liability, if any, of the Company with respect to such matters; however, management believes that any ultimate outcome will not have a material effect on the Company’s results of operations, financial position or cash flows.

 

NOTE 5

SUBSEQUENT EVENTS

 

National Loan Exchange, Inc. was acquired by Heritage Global, Inc. effective May 31, 2014.

(6)