EXHIBIT 99.2

T.A. INDUSTRIES, INC.

FINANCIAL STATEMENTS

Nine Months Ended September 30, 2020 and 2019

See accompanying notes to financial statements

See accompanying notes to financial statements

See accompanying notes to financial statements

See accompanying notes to financial statements

1. Organization

T.A. Industries, Inc. ("Company", "TA"), was incorporated in June of 1995 in the state of California and has branches in Jacksonville, Florida, Aberdeen, Maryland, Greenwood, Indiana, and Houston, Texas.  TA has been engaged principally in the import and wholesale distribution of grilles and diffusers. The Company’s wholly-owned subsidiary, T.A. Industries Vietnam Co. Ltd., ("TA Vietnam"), established in September 2004 in Vietnam, manufactures all the products TA distributes throughout the U.S.  The Company sells its products under the brand name of "Truaire", a well-recognized brand in the industry.

2. Summary of Significant Accounting Policies

Basis of Consolidation

The consolidated financial statements included the accounts of T.A. Industries, Inc., and its wholly owned subsidiary. All significant inter-company balances and transactions have been eliminated in the consolidated financial statements.

Management Estimates

Management uses estimates and assumptions in preparing financial statements in conformity with generally accepted accounting principles in the U.S. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported revenues and expenses during the reporting period. Accordingly, actual results could differ from these estimates.

Cash and Cash Equivalents

The Company considers operating checking accounts, money market account, and term deposits with less than 90 days maturity to be cash equivalents. As of September 30, 2020 and 2019, cash and cash equivalents included no term deposits with less than 90 days maturity.

Revenue Recognition

Wholesale revenue is recognized when the title and the risk and rewards of ownership have passed to the customer based on the terms of sale. This occurs upon shipment of products to customers.

In 2017, TA signed a contract with Home Depot to open a new line of business, a Decorative Line. To gain the new business, TA agreed to pay Home Depot $500,000 and purchase all existing Home Depot inventory for $1,440,160, which had no salvage value. To compensate for the $1,440,160 for the purchase of old inventory, they agreed on a 5% mark-up on all future sales of this new line of business, which the Company will offset against $1,440,160. Accordingly, both $500,000 and $1,440,160 were recorded as advance payment in the other long-term assets. The $500,000 was amortized over the period of 15 years while the $1,440,160 was offset by the 5% mark-up in Decorative Line sales annually.

For 9 months in 2020 and 2019, the total sales for the Decorative Line business were $3,510,657 and $3,159,804, including the additional 5% mark-up of $175,533 and $157,990, respectively, which was offset to the advance payment. The balances of the Home Depot advance payment as of September 30, 2020 and 2019, were as follows:

While the advance payment is included in other long-term assets, the current portion is included in other current assets.

The Company routinely commits to a one-time or an on-going rebate program as sales incentives to dealers/wholesalers/contractors that require the Company to estimate and accrue the costs of such program. The policy regarding the recognition and presentation within the statement of income and comprehensive income is as follows:

Discounts and Rebates

There are two types of discounts: Sales Discount and Targeted Contractor Accounts (“TCAP”) Discount. Sales discounts are given to customers for on-time payment and volume orders for either Home Depot or large-volume customers. TCAP discounts are given to contractor groups with pre-contracted discount incentives based on increased sales on existing accounts and/or sales on new accounts. The rebates are given to buying groups and the Home Depot based on monthly, quarterly, or yearly sales. Buying groups are made up of members purchasing in large quantities to obtain a better price as a whole. The costs of these discounts and rebates are recognized at the date of payment receipt or quarterly or annually. The cost of these discounts and rebates is estimated based on the payment history and the contractual obligations at year-end. Substantially all discounts and rebates are included in the determination of net sales.

Shipping and Handling Costs

The Company records shipping and handling fees collected from its customers as revenue. The Company records inbound freight as cost of sales, and it records shipping and handling costs associated with shipping products to its customers as selling and administrative expenses.

Allowance for Uncollectible Accounts

Accounts receivable consists primarily of amounts receivable from customers. The Company makes ongoing estimates related to the collectability of its accounts receivable and maintains an allowance for estimated losses resulting from the inability of its customers to make required payments. In determining the amount of the allowance, the Company considers historical levels of credit losses and makes judgments about the creditworthiness of significant customers based on ongoing credit evaluations. The allowance for uncollectible accounts receivable was $39,833 and $39,883 as of September 30, 2020 and 2019, respectively.

Inventories

Inventories are stated at lower of cost, using the first-in first-out method, or market value.

Property and Equipment

Property and equipment are stated at cost. Expenditures for repairs and maintenance are expensed as incurred, and any gain or loss on disposition is included in income as realized. Depreciation and amortization are provided on the straight-line method over the following estimated useful lives:

Identified Intangible Assets

Intangible assets are stated at cost. The Company capitalizes and amortizes intangible assets on a straight-line basis over the following estimated useful lives:

Impairment of Long-lived Assets and Intangible Assets

The Company assesses potential impairment to its long-lived assets and intangible assets subject to amortization when events or changes in circumstances have made recovery of the assets carrying value unlikely and the carrying amount of the assets exceeds the estimated future undiscounted cash flows. If the assessment indicates that the carrying amounts may not be recoverable, an impairment loss would reduce the assets’ carrying amount to its estimated fair value based on the present value of estimated future cash flows. During the nine months ended September 30, 2020 and 2019, the Company did not recognize any impairment related to long-lived assets and intangible assets subject to amortization.

Fair Value of Financial Instruments

Substantially all of the Company’s current assets and liabilities are considered financial instruments. These assets and liabilities are reflected at fair value, or at carrying amounts that approximate fair value because of the short maturity of the instrument. Other financial instruments consist of long-term obligations. The fair value of long-term obligations is estimated based on current interest rates offered to the Company for obligations with similar remaining maturities. The recorded value of these financial instruments approximated fair value at September 30, 2020 and 2019.

Foreign Currency Translation and Foreign Currency Transactions

Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are included in the foreign currency transaction adjustment, a component of accumulated other comprehensive income in shareholders’ equity.

The Company’s subsidiary has various assets and liabilities, which are denominated in their functional currencies. These balance sheet items are subject to remeasurement, the impact of which is recorded in net of other income and expenses within the consolidated statements of income as other comprehensive income or loss.

Income Taxes

Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes. Deferred taxes are recognized for differences between the bases of assets and liabilities for financial statement and income tax purposes.

The differences in asset and liability bases relate primarily to depreciable assets (using different methods and periods to calculate depreciation), net operating loss carry forward, and allowance for uncollectible accounts to reduce deferred tax assets to an amount that is more likely than not to be realized.

The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes are also recognized for operating losses and tax credits that are available to offset future income taxes. The components of the deferred tax assets and liabilities are classified as current and noncurrent based on their characteristics. Valuation allowances are provided for deferred tax assets based on the management of projection of the sufficiency of future taxable income to realize the assets. The Company records liabilities and tax benefits to uncertain tax positions in accordance with FASB ASC 740, Income Taxes.

The Company’s income tax filings are subject to audit by various taxing authorities. In evaluating the Company’s tax provisions and accruals, future taxable income and the reversal of temporary differences, interpretations, and tax planning strategies are considered. The Company believes its estimates are appropriate based on current facts and circumstances.

U.S. income taxes as applicable to the earnings of its non-U.S. subsidiary that are expected to be repatriated are provided currently on the financial statement. The Company determines annually the amount of undistributed income to distribute, but, with the Tax Cuts and Jobs Act of 2017, the Company is not subject to any tax liabilities of future repatriated distribution of non-U.S. earnings indefinitely after the recognition of the initial tax liabilities on deemed mandatory repatriation for undistributed earnings up to year 2017 with the election.

With that election, the Company owed federal income tax liabilities totaling $2,264,562 as of September 30, 2020 (initial liabilities $3,056,085 less $791,523 payments made), and the future payment schedule is as follows:

The Company evaluated and recorded all significant tax positions as required by accounting principles generally accepted in the U.S. as of September 30, 2020 and 2019.

Advertising

Advertising is charged to expenses when the advertisement is placed, and the aggregate amount of advertising expense was $122,849 and $152,616 for the nine months ended September 30, 2020 and 2019, respectively. These expenses are included in selling and administrative expenses.

3. Other Receivables

Other receivable as of September 30, 2020 and 2019, included the following:

4. Inventory

As of September 30, 2020 and 2019, inventory consisted of the following:

5. Other Current Assets

Other current assets as of September 30, 2020 and 2019, included the following:

6. Property and Equipment

As of September 30, 2020 and 2019, property and equipment including the subsidiary’s consisted of the following:

7. Intangible Assets

Intangible assets as of September 30, 2020 and 2019, consisted of the following:

Amortization expenses for intangible assets totaled $26,600 and $26,600 for the nine months ended September 30, 2020 and 2019, respectively.

8. Other Long-Term Assets

Other long-term assets as of September 30, 2020 and 2019, consisted of the following:

*See note 13 for additional information

9. Debts

Revolving Line of Credit

The Company has a revolving line of credit with Comerica Bank with a maximum balance of $23,000,000 due on July 28, 2021. The purpose of the loan is to provide funds for general operations and working capital. The line is secured by substantially all of the Company’s assets now owned and hereafter created or acquired by the Company. The interest is based on either the Wall Street Journal’s prime rate (current rate is 4.75%) or 30-Day LIBOR rate plus 2.0%.

TA Vietnam has two short-term loans from Vietcombank and Vietinbank. The loan from Vietcombank was entered on September 25, 2019, with a maximum balance of $10,049,278 with interest rates from 3.6% to 3.9% secured by the machinery equipment and factory. The loan from Vietinbank was entered on September 20, 2019, with a maximum balance of $3,000,000 with interest rates of 4.0% secured by the machinery equipment and factory.

As of September 30, 2020, outstanding loan balances from Comerica Bank, Vietcombank, and Vietinbank were $5,914,749, $9,400,221, and $2,867,670, respectively, for a total of $18,182,640.

As of September 30, 2019, outstanding loan balances from Comerica Bank, Vietcombank, and Vietinbank were $14,274,749, $7,164,052, and $2,681,797, respectively, for a total of $24,120,598.

Long-term Debts

Long-term debt consisted of the following as of September 30, 2020 and 2019:

10. Accrued and Other Current Liabilities

Accrued and other current liabilities as of September 30, 2020 and 2019, included the following:

11. Income Taxes

The provisions for income taxes for the nine months ended September 30, 2020 and 2019, consisted of the following components:

Deferred tax assets and liabilities as of September 30, 2020:

Deferred tax assets and liabilities as of September 30, 2019:

12. Accumulated Other Comprehensive Income/(Loss)

As of September 30, 2020 and 2019, all accumulated other comprehensive loss, net of tax, represents the cumulative translation adjustment resulting from translating foreign functional currency financial statements into U.S. dollars.

13. Related Party Transactions

Guarantors

Two major shareholders, Mr. Yongki Yi and Mr. Tony Yi, guarantee a $21,000,000 bank line of credit and term loan outstanding from Comerica Bank on behalf of the Company. The shareholders' assets are cross-collateralized as security for this line of credit together with the assets of the companies that are all related through common ownership. These guarantees would require the shareholders to make required payments on the line of credit in the event the Company is unable to do so.

Transactions between related parties:

1.    The Company has lease contracts with the properties owned by two major shareholders, Mr. Yongki Yi and Mr. Tony Yi. The following is a summary of transactions of which the two major shareholders own 100% ownership for the year ended and as of September 30, 2020 and 2019, respectively:

2.    The Company has various term loan receivables from the companies in Vietnam that are owned by Mr. Tony Yi, one of the major shareholders. The total amounts of the loans as of September 30, 2020 and 2019 were $9,923,304 and $8,826,605, respectively, and the loan balance is included in other long-term assets.

3.     The Company advanced to two major shareholders, Mr. Yongki Yi and Mr. Tony Yi, equally in the total amount of $11,261,455 and $ 0 as of September 30, 2020 and 2019, respectively. The advance is treated as a short-term loan that is offset against their bonuses and dividends before the end of each year. The loan balance is included in other receivables.

14. Commitments and Contingencies

In 2019, the Company entered into a non-cancelable operating lease agreement for headquarters office and warehouse space in California expiring on August 31, 2024. Other non-cancelable operating leases for branches in Florida, Maryland, Indiana, and Texas are expiring in years 2025, 2025, 2024, and 2025, respectively. Future expenses from the lease agreements in effect are as follows:

The Company is not aware of any pending or threatened litigation, claims, or assessments or unasserted claims or assessments that are required to be accrued or disclosed in the financial statements.

15. Concentration of Credit Risk

The Company’s cash and cash equivalents, along with accounts receivable, involve elements of market and credit risk. The Company maintains two checking accounts in one commercial bank. Cash in these accounts at times exceeded $250,000, while the Federal Deposit Insurance Corporation (“FDIC”) secures the checking accounts up to $250,000. There was no unsecured cash balance as of June 30, 2020 and 2019.

The Company’s revenues are from a variety of customers ranging from large retail stores to small individuals. The Company provides credit in the normal course of business to its customers and performs ongoing credit evaluations of these customers. Historically, the Company has never experienced any significant loss from bad debt.

The Company has certain customers whose revenue individually represented 10% or more of the Company’s total revenue and whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable. For the nine months ended September 30, 2020 and 2019, two major customers accounted for approximately 34.6 % and 36.0% of gross revenue, respectively, and the same two major customers accounted for approximately 39.5 % and 36.0% of accounts receivable at the end of September 30, 2020 and 2019, respectively.

16. Subsequent Events

Upon reviewing the events and transactions that have occurred after the audit period of September 30, 2020, the Management has determined that no material subsequent events or transactions have occurred that would require the Company either to recognize the financial impact or disclose such events in the financial statements.