EX-99.2 3 ea154299ex99-2_digerati.htm UNAUDITED FINANCIAL STATEMENTS OF SKYNET TELECOM, LLC, FOR THE THREE MONTHS ENDED OCTOBER 31, 2021, AND 2020

Exhibit 99.2

 

Financial Statements and Supplementary Data.

 

 

 

 

 

 

 

 

 

 

 

 

Skynet TElecom, LLC

 

Reviewed Financial Statements

 

October 31, 2021

 

 

 

 

 

 

 

 

 

 

 

ADKF, P.C.

Certified Public Accountants

 

 

 

 

Skynet TElecom, LLC

Table of Contents

October 31, 2021

 

    Page
Reviewed Financial Statements    
     
Independent Accountant’s Review Report   1
Balance Sheets as of October 31, 2021 and July 31, 2021   2
Statements of Operations for the three months ended October 31, 2021 and October 2020   3
Statement of Changes in Members’ Equity for the three months ended October 31, 2021   4
Statements of Cash Flows for the three months ended October 31, 2021 and October 2020   5
Notes to Reviewed Financial Statements   6

 

 

 

 

INDEPENDENT ACCOUNTANT’S REVIEW REPORT

 

To the Members

Skynet Telecom, LLC

San Antonio, Texas

 

Report on the Financial Statements

 

We have reviewed the accompanying financial statements of Skynet Telecom, LLC (the Company), which comprise the balance sheets as of October 31, 2021, and the statement of changes in members’ equity for the three months ended October 31, 2021, the statements of operations and cash flows for the three-months ended October 31, 2021 and 2020, and the related notes to the financial statements. A review includes primarily applying analytical procedures to management’s financial data and making inquiries of management. A review is substantially less in scope than an audit, the objective of which is the expression of an opinion regarding the combined financial statements as a whole. Accordingly, we do not express such an opinion.

 

Management’s Responsibility for the Financial Statements

 

Management is responsible for the preparation and fair presentation of these financial statements in accordance with U. S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

 

Accountant’s Responsibility

 

Our responsibility is to conduct the review engagements in accordance with Statements on Standards for Accounting and Review Services promulgated by the Accounting and Review Services Committee of the AICPA. Those standards require us to perform procedures to obtain limited assurance as a basis for reporting whether we are aware of any material modifications that should be made to the combined financial statements for them to be in accordance with U.S. generally accepted accounting principles. We believe that the results of our procedures provide a reasonable basis for our conclusion.

 

Accountant’s Conclusion

 

Based on our reviews, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in accordance with U.S. generally accepted accounting principles.

 

Report on July 31, 2021 Balance Sheet

 

The July 31, 2021 balance sheet was audited by us and we expressed an unmodified opinion on them in our report dated January 4, 2022. We have not performed any auditing procedures since that date.

 

/s/ ADKF, P.C.

 

San Antonio, Texas

January 18, 2022

 

1

 

 

SKYNET TELECOM, LLC

BALANCE SHEET

(In thousands)

 

   October 31,   July 31, 
   2021   2021 
ASSETS        
         
Current Assets:        
Cash and cash equivalents  $754   $742 
Accounts receivable:          
Trade   126    91 
Other   53    56 
Investments   261    261 
Inventory   -    13 
Total current assets   1,194    1,163 
           
Property and Equipment, net   15    17 
           
Other Assets          
Operating lease right-of-use asset   35    45 
Deposits and other assets   12    5 
Total noncurrent assets   47    50 
Total Assets  $1,256   $1,230 
           
LIABILITIES AND MEMBERS’ EQUITY          
Current Liabilities:          
Trade accounts payable  $61   $70 
Accrued expenses   254    240 
Operating lease liability, current   42    46 
Total current liabilities   357    356 
           
Long-Term Liabilities:          
Small business administration loans   -    - 
Lease liability   -    7 
Total long-term liabilities   -    7 
           
Members’ Equity   899    867 
Total Liabilities and Members’ Equity  $1,256   $1,230 

 

See independent accountants’ review report and notes to the unaudited financial statements

 

2

 

 

SKYNET TELECOM, LLC

STATEMENT OF OPERATIONS

(In thousands)

 

   Three Months Ended
October 31,
 
   2021   2020 
Operating revenue        
Cloud software and service revenue  $914   $987 
           
Total operating revenues   914    987 
           
Operating expenses:          
Cost of services (exclusive of depreciation and amortization)   457    349 
Salaries   300    308 
General and administrative   73    57 
Bad debt   11    120 
Depreciation   2    5 
Total operating expenses   843    839 
           
Income from operations   71    148 
           
Other income:          
SBA loan forgiveness   -    - 
Gain on investments   1    - 
Other income   -    - 
Other income   1    - 
           
Net income  $72   $148 

 

See independent accountants’ review report and notes to the unaudited financial statements

 

3

 

 

SKYNET TELECOM, LLC

STATEMENT OF CHANGES IN MEMBERS’S EQUITY

THREE MONTHS ENDED OCTOBER 31, 2020

(In thousands)

 

   Members’ Equity 
Balance at July 31, 2021  $               867 
      
Member distributions   (40)
Net income   72 
      
Balance at October 31, 2021  $899 

 

See independent accountants’ review report and notes to the unaudited financial statements

 

4

 

 

SKYNET TELECOM, LLC

Statement of Cash Flows

(In thousands)

 

   Three Months Ended
October 31,
 
   2021   2020 
Operating Activities        
Net income  $72   $148 
Adjustments to reconcile net income to net
cash provided by operating activities:
          
Depreciation   2    5 
Bad debt   (11)   (120)
Investment (gain)   (1)   - 
Changes in operating assets and liabilities:          
Receivables   (20)   102 
Inventory   13    (6)
Deposits and other assets   (6)   - 
Accounts payable and accrued expenses   5    63 
Lease asset and liability   (2)   (2)
Net cash provided by operating activities   52    190 
           
Financing Activities          
Member distributions   (40)   (105)
Net cash used by financing activities   (40)   (105)
           
Change in cash and cash equivalents   12    85 
Cash and cash equivalents at beginning of period   742    616 
           
Cash and Cash Equivalents at End of Period  $754   $701 
           
Supplemental Disclosures          
Income taxes paid in cash  $-   $- 
Interest paid in cash  $-   $- 

 

See independent accountants’ review report and notes to the unaudited financial statements

 

5

 

 

SKYNET TELECOM, LLC

Notes to Reviewed Financial Statements

For the three months ended October 31, 2021

 

NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Organization and Business Activities: Skynet Telecom, LLC (Company) was organized as a Texas limited liability company on January 1, 2013. The Company is a voice over Internet Protocol provider providing installation and equipment in the South Texas markets.

 

Revenue Recognition: The Company recognizes revenue in accordance with FASB ASC 606. The Company’s revenues are generated from voice services, primarily on a subscription basis. Subscriber fees are recorded as revenue in the period during which the service is provided. Each subscription service provided is accounted for as a distinct performance obligation and revenue is recognized ratably over the monthly service period as the subscription services are delivered. Installation services are provided with subscriber purchase, priced, and billed separately and recognized at a point in time. Sales and similar taxes billed are reported directly as a liability to the taxing authority and are not included in revenue.

 

Cash and Cash Equivalents: Cash and cash equivalents consist of cash on hand, demand deposits held by financial institutions and any equivalent securities with a maturity of three months or less.

 

Accounts Receivable: Accounts receivable are reported at outstanding principal, net of an allowance for doubtful accounts of $74,394 at October 31, 2021 and $62,911 at July 31, 2021. The allowance is generally determined based on an account-by-account review and historical trends. Accounts are charged off when collection efforts have failed, and the account is deemed uncollectible. The Company normally does not charge interest on accounts receivable but, the Company does assess late fees.

 

Investments: Investments are carried at fair values based on quoted market prices. Increases or decreases in fair values are recognized as gains or losses in the period in which they occur. Gains and losses (realized and unrealized) are reported as investment income, net of expenses in the accompanying statements of operations.

 

Inventories: Inventories consist of telecommunications equipment used in the installation of VoIP services. Inventories are stated at the lower of cost or net realizable value, with cost determined by the weighted-average cost method. The Company identifies slow moving or obsolete inventories and records appropriate provisions as needed.

 

Property and Equipment: Property and equipment is stated at cost. Additions, renewals, and betterments are capitalized. Expenditures for repairs and maintenance are expensed. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets ranging from 3 to 5 years.

 

Leases: In February 2016, FASB issued ASU No. 2016-02, “Leases (Topic 842),” which requires lessees to recognize on the Balance Sheet right-of-use assets, representing the right to use the underlying asset for the lease term, and a lease liability for all leases with terms greater than 12 months. The guidance also requires qualitative and quantitative disclosures designed to assess the amount, timing, and uncertainty of cash flows arising from leases. The Company early adopted the new standard effective August 1, 2019. For all asset classes, the Company elected to not recognize a right-of-use asset and lease liability for leases with a term of twelve months or less.

 

Income Taxes: The members have elected for the Company to be taxed as a partnership. Accordingly, taxable income and expenses of the Company are reportable in the returns of the individual members and the financial statements do not include any provision for federal tax purposes. The Company is subject to the Texas margin tax. Management is not aware of any tax positions that would have a significant impact on its financial statements. Its tax returns for the last four years remain subject to examination.

 

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Advertising: The Company expenses advertising costs as incurred. For the three-months ended October 31, 2021 and 2020, advertising costs were not significant.

 

Concentrations and Credit Risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of temporary cash investments and trade accounts receivable. The Company maintains cash deposits with major banks which, from time to time, may exceed federally insured limits. The Company periodically assesses the financial condition of the institutions and believes the risk of any loss is minimal.

 

Subsequent Events: Subsequent events have been evaluated by management through the date of the independent accountant’s review report. Material subsequent events, if any, are disclosed in a separate footnote to these financial statements.

 

Use of Estimates: The preparation of financial statements in conformity with U. S. 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 periods. Actual results could differ from those estimates.

 

New Accounting Pronouncements: In June 2016, the FASB issued ASU No. 2016-13 Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Loses on financial Instruments which requires the application of a current expected credit loss (CECL) impairment model to financial assets measured at amortized cost, including trade accounts receivable.  Under the CECL model, lifetime expected credit losses on such financial assets are measured and recognized at each reporting date based on historical, current, and forecasted information.  Furthermore, financial assets with similar risk characteristics are analyzed on a collective basis.  This ASU, as amended, is effective for periods beginning after December 15, 2022 with early adoption permitted.  The Company does not expect for this standard to have a material effect on its financial statements.

 

NOTE B PROPERTY AND EQUIPMENT

 

Property and equipment consist of the following:

 

   October 31,
2021
   July 31,
2021
 
         
Computers  $101,482   $101,482 
Office equipment and furniture   16,390    16,390 
Vehicles   43,295    43,295 
Total property and equipment   161,167    161,167 
Less accumulated depreciation   (145,875)   (144,101)
Net property and equipment  $15,292   $17,066 

 

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NOTE C – FAIR VALUE MEASUREMENTS

 

In accordance with U.S. generally accepted accounting principles, the Company utilizes a fair value hierarchy that prioritizes the inputs for the valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1) and the lowest priority to unobservable inputs (level 3). The three levels of the fair value hierarchy are as follows:

 

Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.

 

Level 2: Inputs to the valuation methodology include:

 

quoted prices for similar assets or liabilities in active markets

 

quoted prices for identical or similar assets or liabilities in inactive markets

 

inputs other than quoted prices that are observable for the asset or liability

 

inputs that are derived principally from or corroborated by observable market data by correlation or other means

 

if the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability

 

Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 

The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

 

The following table sets forth, by level within the fair value hierarchy, the Company’s liabilities measured at fair value:

 

   Fair Value Measurements Using 
   Level 1   Level 2   Level 3   Total 
October 31, 2021:                
Cash  $3,786   $        -   $        -   $3,786 
Common stock   21,333    -    -    21,333 
Mutual funds   236,732    -    -    236,732 
Total investments  $261,851   $-   $-   $261,851 
                     
July 31, 2021:                    
Cash  $3,723   $-   $-   $3,723 
Common stock   20,371    -    -    20,371 
Mutual funds   236,726    -    -    236,726 
Total investments  $260,820   $-   $-   $260,820 

 

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NOTE D – OPERATING LEASES

 

The Company determines if an arrangement is an operating lease or financing lease at commencement. The Company has determined that it has no finance lease arrangements at October 31, 2021 or July 31, 2021.  Lease assets and obligations are recognized at the lease commencement date based on the present value of lease payments over the term of the lease. The Company generally uses its incremental borrowing rate, which is based on information available at the lease commencement date, to determine the present value of lease payments.

 

The Company has an operating lease for real estate. Operating lease expense is recognized in continuing operations by amortizing the amount recorded as an asset on a straight-line basis over the lease term. In determining lease asset values, the Company considers fixed and variable payment terms, prepayments, incentives, and options to extend, terminate or purchase. Renewal, termination, or purchase options affect the lease term used for determining lease asset value only if the option is reasonably certain to be exercised.

 

At October 31, 2021 the remaining lease term for the lease was 11 months and the discount rate was 5.00%. At July 31, 2021 the remaining lease term for the lease was 1.2 years and the discount rate was 5.00%.

 

Rent expense associated with this non-cancellable operating lease agreement approximated $12,000 in the three-months ended October 31, 2021 and 2020. Future commitments relating to this lease agreement are as follows:

 

   Total  
     
November 1, 2021 through July 31, 2022  $35,301 
August 1, 2022 through July 31, 2023   8,055 
Total minimum future payments   43,356 
      
Less: imputed interest   (1,071)
Present value of lease liability  $42,285 

 

NOTE E – SMALL BUSINESS ADMINISTRATION LOANS

 

In April 2020, the Company received funding under the Paycheck Protection Program (PPP) as part of the Coronavirus Aid Relief, and Economic Security Act (CARES Act), administered by the U.S. Small Business Administration (SBA). Under the terms of the note, the Company received total proceeds of $151,250. The loan was eligible for forgiveness, provided all funds were used for payroll and other permitted expenses.

 

Additionally, the Company received funding under the Disaster Loan Assistance as part of the Coronavirus Aid Relief, and Economic Security Act (CARES Act), administered by the SBA. The Company received total proceeds of $10,000. The loan was eligible for forgiveness, provided all funds were used for payroll and other permitted expenses.

 

The Company received notice that both SBA loans were forgiven in full by the SBA in December 2020 and the loan forgiveness was recognized at that time.

 

NOTE F – CURRENT ECONOMIC CONDITIONS

 

The coronavirus outbreak (pandemic) has had far reaching and unpredictable impacts on the global economy, supply chains, financial markets, and global business operations of a variety of industries.  Governments have taken substantial action to contain the spread of the virus including mandating social distancing, suspension of certain gatherings, and shuttering certain nonessential businesses.

 

The pandemic has impacted the operational and financial performance of the Company and there is uncertainty in the nature and degree of its continued effects on the Company’s business over time.  The extent to which it will impact business going forward, either positively or negatively, will depend on a variety of factors including the duration and continued spread of the outbreak, impact on customers, employees and vendors, as well as governmental, regulatory and private sector responses.  Further, the pandemic may have a significant impact on management’s accounting estimates.

 

NOTE G – SUBSEQUENT EVENT

 

Effective December 31, 2021, an agreement was executed for the sale of substantially all assets of the Company. Consideration exchanged consisted of $4.8 million cash and $1.0 million by issuance of restricted common stock of the purchaser, subject to adjustment based on a net working capital calculation at closing and earn-out provisions.

 

 

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