EX-99.2 4 d766820dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

ELEMENTAL ENERGY LLC, DBA SUNETRIC

Condensed Financial Statements

March 31, 2014 and 2013

(Unaudited)


Table of Contents

 

     Page  

Financial Statements

  

Condensed Balance Sheets

     2   

Condensed Statements of Operations

     3   

Condensed Statements of Cash Flows

     4   

Notes to Condensed Financial Statements

     5   


ELEMENTAL ENERGY LLC, DBA SUNETRIC

Condensed Balance Sheets

 

    March 31, 2014     December 31, 2013  
    (Unaudited)        
ASSETS   

Current assets:

   

Cash

  $ 260,416      $ 1,675,901   

Accounts receivable, net

    3,054,012        2,400,706   

Costs in excess of billings on uncompleted contracts

    688,881        1,055,123   

Inventory, net

    1,985,798        2,641,373   

Due from related party

    22,464        6,455   

Other current assets

    104,966        157,109   
 

 

 

   

 

 

 

Total current assets

    6,116,537        7,936,667   

Property and equipment, net

    175,017        198,269   

Other assets

    14,000        14,000   
 

 

 

   

 

 

 

Total assets

  $ 6,305,554      $ 8,148,936   
 

 

 

   

 

 

 
LIABILITIES AND MEMBERS’ DEFICIT   

Current liabilities:

   

Accounts payable

  $ 3,654,281      $ 4,543,571   

Accrued liabilities

    579,625        738,365   

Billings in excess of costs on uncompleted contracts

    1,910,938        2,219,132   

Other current liabilities

    80,102        140,688   
 

 

 

   

 

 

 

Total current liabilities

    6,224,946        7,641,756   

Other liabilities

    1,444,940        1,414,062   
 

 

 

   

 

 

 

Total liabilities

    7,669,886        9,055,818   

Commitments and contingencies

   

Members’ deficit

    (1,364,332     (906,882
 

 

 

   

 

 

 

Total liabilities and members’ deficit

  $ 6,305,554      $ 8,148,936   
 

 

 

   

 

 

 

See notes to condensed financial statements.

 

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ELEMENTAL ENERGY LLC, DBA SUNETRIC

Condensed Statements of Operations

 

     For the Three Months Ended
March 31,
 
     2014     2013  
     (unaudited)  

Net revenue

   $ 5,298,593      $ 4,626,727   

Cost of goods sold

     4,320,058        4,700,487   
  

 

 

   

 

 

 

Gross profit (loss)

     978,535        (73,760

Selling and operating expense

     1,435,718        1,481,360   
  

 

 

   

 

 

 

Loss from operations

     (457,183     (1,555,120

Interest and other expense

     (268     (390
  

 

 

   

 

 

 

Net loss

   $ (457,451   $ (1,555,510
  

 

 

   

 

 

 

See notes to condensed financial statements.

 

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ELEMENTAL ENERGY LLC, DBA SUNETRIC

Condensed Statements of Cash Flows

 

     For the Three Months Ended
March 31,
 
     2014     2013  
     (unaudited)  

Operating activities

    

Net loss

   $ (457,451   $ (1,555,510

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

    

Depreciation

     23,252        67,024   

Changes in operating assets and liabilities:

    

Accounts receivable, net

     (653,306     1,421,262   

Costs in excess of billings on uncompleted contracts

     366,242        1,856,260   

Inventory, net

     655,575        561,895   

Other current assets

     36,134        250,015   

Accounts payable

     (889,290     (2,308,881

Accrued liabilities

     (158,738     (582,485

Billings in excess of costs on uncompleted contracts

     (308,194     905,888   

Other current liabilities

     (60,586     (168,589

Other liabilities

     32,379        (30,635
  

 

 

   

 

 

 

Net cash (used in) provided by operating activities

     (1,413,983     416,244   
  

 

 

   

 

 

 

Investing activities

    

Purchase of property and equipment

     —          (33,082
  

 

 

   

 

 

 

Net cash used in investing activities

     —          (33,082
  

 

 

   

 

 

 

Financing activities

    

Principal payments on long-term debt, net

     (1,502     (19,234

Member distributions

     —          (1,248,120
  

 

 

   

 

 

 

Net cash used in financing activities

     (1,502     (1,267,354
  

 

 

   

 

 

 

Net change in cash

     (1,415,485     (884,192

Cash at beginning of period

     1,675,901        1,930,828   
  

 

 

   

 

 

 

Cash at end of period

   $ 260,416      $ 1,046,636   
  

 

 

   

 

 

 

See notes to condensed financial statements.

 

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Notes to Condensed Financial Statements

1. Organization, Nature of Operations, and Basis of Presentation

Elemental Energy LLC, dba Sunetric (the “Company”) was incorporated under the laws of the state of Hawaii on January 27, 2004. The Company is a licensed solar power contractor in the state of Hawaii and provides renewable energy solutions, including system design, development, and installation, and consultation for financing, monitoring, and maintenance. As a renewable energy solutions provider, the Company specializes in photovoltaic or solar electric installations for commercial and residential clients in Hawaii. Consequently, the Company’s ability to collect the amounts due from customers may be affected by economic fluctuations within the state.

The accompanying condensed financial statements have been prepared in accordance with the accounting practices described in our audited financial statements for the year ended December 31, 2013, and are unaudited. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and accompanying notes for the year ended December 31, 2013. The accompanying condensed financial statements are presented in accordance with the rules and regulations of the Securities and Exchange Commission and, accordingly, do not include all the disclosures required by accounting principles generally accepted in the United States (GAAP). In the opinion of management, the accompanying financial statements contain all adjustments, consisting of normal recurring adjustments, that are necessary to present fairly, in all material respects, the Company’s financial position, results of operations, and cash flows for the periods presented in order to make the financial statements not misleading. However, operating results for the periods presented are not necessarily indicative of the results that may be expected for a full year.

2. Significant Accounting Policies

The Company made no changes to its significant accounting policies during the three months ended March 31, 2014.

Income Taxes

The Company has elected to be treated as an S corporation for income tax purposes. Accordingly, taxable income and losses of the Company are reported on the income tax returns of the Company’s members, and no provision for federal income taxes has been recorded in the accompanying condensed financial statements.

The Company follows the guidance of Accounting Standards Codification (“ASC”) Topic 740, Accounting for Uncertainty in Income Taxes. ASC Topic 740 prescribes a more-likely-than-not measurement methodology to reflect the financial statement impact of uncertain tax positions taken or expected to be taken in a tax return. If taxing authorities were to disallow any tax positions taken by the Company, the additional income taxes, if any, would be imposed on the members rather than the Company.

 

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Interest and penalties associated with tax positions are recorded in the period assessed as selling and operating expenses. However, no interest or penalties have been assessed for the three months ended March 31, 2014 and 2013. The Company’s tax returns subject to examination by tax authorities include 2010 through the current period for state and federal tax reporting purposes.

Use of Estimates

The preparation of 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 disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The financial statements include some amounts that are based on management’s best estimates and judgments. The most significant estimates relate to allowance for uncollectible accounts receivable, warranty reserves, inventory obsolescence, depreciation, employee benefit plans, taxes, contingencies, and costs to complete long-term contracts. These estimates may be adjusted as more current information becomes available, and any adjustment could be significant.

3. Business Combination

On March 26, 2014, the Company entered into a membership interest purchase agreement (“Purchase Agreement”) with Real Goods Solar, Inc. (“RGS”) whereby RGS would purchase 100% of the outstanding membership interest of the Company. On May 14, 2014, the Company entered into an amendment to the Purchase Agreement changing the purchase price to 4,030,104 unregistered shares of RGS Class A common stock, and closed the transaction. The purchase price is subject to a working capital true-up adjustment based on the determined final closing balances. In addition, the members have the potential to earn up to $3.0 million in additional earn-out payments, payable in shares of RGS Class A common stock, to be delivered in the future upon achievement, if at all, of certain revenue and income earn-out targets for the years ending December 31, 2014 and 2015.

4. Related Party Transactions

On June 15, 2012, the Company loaned a member $250,000 at an annual interest rate of 2.07%. The principal and accrued interest balance at December 31, 2012 was $252,588. On December 31, 2013, the Company reclassified the balance due as a distribution to the member.

Due from related party represents advances that the Company periodically makes to its employees.

5. Members’ Equity

The Company’s profits and losses are allocated among the members in proportion to each member’s respective ownership percentage. Distributions equal to the estimated income tax liability of the members are distributed quarterly. The Company may also make distributions to members if excess cash is available. A member may at any time assign its interest in the Company, only under certain conditions, and upon execution of appropriate documentation.

6. Commitments and Contingencies

Operating Leases

The Company leases facilities, equipment, and vehicles under non-cancelable operating leases. Rent expense for the three months ended March 31, 2014 and 2013 was $71,702 and $71,613, respectively.

 

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Remaining future minimum lease payments under these leases are approximately as follows:

 

Year Ending December 31,

      

2014

   $ 215,105   

2015

     258,645   

2016

     230,400   
  

 

 

 
   $ 704,150   
  

 

 

 

Litigation

In the normal course of business, the Company is party to litigation from time to time. The Company maintains insurance to cover certain actions and believes that resolution of such litigation will not have a material adverse effect on the Company.

In October 2012, the Company settled with an unrelated third party an open and pending claim in relation to a vehicle accident. In December 2012, the Company settled with a former employee an open and pending claim of wrongful termination. Included in the balance sheet at December 31, 2012 are amounts accrued to satisfy the settlements. During the three months ended March 31, 2013, the Company paid $57,500 of these settlements and at March 31, 2013 still owed $88,848, which was paid during the remainder of 2013.

7. Subsequent Events

The Company has evaluated subsequent events through the financial statement issuance date. There were no material subsequent events that required recognition or additional disclosure in these financial statements.

 

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