Attached files
Exhibit 99.2
Unaudited Pro Forma Financial Information
The following unaudited pro forma information assumes that the sale and disposition of the Legacy Commercial and Pool and Spa Lighting Businesses occurred as of the beginning of the period. The adjustments to historical financial statements consist primarily of adjustments to exclude revenues, costs, assets and liabilities relating to the Legacy Commercial and Pool and Spa Lighting Businesses. This unaudited pro forma information should not be relied upon as necessarily being indicative of historical results that would have been obtained if the disposition had actually occurred on that date, nor of the results that may be obtained in the future.
The condensed consolidated pro forma statement of operations for the year ended December 31, 2009 is as follows:
| As Reported | Legacy Commercial and Pool and Spa Lighting |
Pro forma | ||||||||||
| Revenues |
$ | 11,557,486 | $ | (6,568,847 | ) | $ | 4,988,639 | |||||
| Gross profit |
3,088,765 | (1,337,554 | ) | 1,751,211 | ||||||||
| Operating expenses |
9,785,911 | (2,619,454 | ) | 7,166,457 | ||||||||
| Operating loss |
(6,697,146 | ) | 1,281,900 | (5,415,246 | ) | |||||||
| Net loss |
(7,155,093 | ) | 1,281,368 | (5,873,725 | ) | |||||||
| Net loss attributable to common stockholders |
(14,900,161 | ) | 1,281,368 | (13,618,793 | ) | |||||||
| Net loss per common share – basic and diluted |
(1.71 | ) | (0.15 | ) | (1.56 | ) | ||||||
| Basic and diluted weighted average shares outstanding |
8,704,534 | 8,704,534 | 8,704,534 | |||||||||
The condensed consolidated pro forma statement of operations for the six months ended June 30, 2010 is as follows:
| As Reported | Legacy Commercial and Pool and Spa Lighting |
Pro forma | ||||||||||
| Revenues |
$ | 6,897,997 | $ | (4,138,716 | ) | $ | 2,759,281 | |||||
| Gross profit |
1,584,431 | (563,715 | ) | 1,020,716 | ||||||||
| Operating expenses |
5,306,816 | (1,378,507 | ) | 3,928,309 | ||||||||
| Operating loss |
(3,722,385 | ) | 814,792 | (2,907,593 | ) | |||||||
| Net loss |
(4,349,671 | ) | 814,792 | (3,534,879 | ) | |||||||
| Net loss per common share – basic and diluted |
(0.27 | ) | (0.05 | ) | (0.22 | ) | ||||||
| Basic and diluted weighted average shares outstanding |
16,243,183 | 16,243,183 | 16,243,183 | |||||||||
The following unaudited pro forma information assumes that the sale and disposition of the Legacy Commercial and Pool and Spa Lighting Businesses occurred on June 30, 2010. The condensed consolidated pro forma balance sheet as of June 30, 2010 is as follows:
| As Reported | Legacy Commercial and Pool and Spa Lighting |
Purchase Price Adjustments |
Pro Forma Adjustments |
Pro Forma | ||||||||||||||||
| Current Assets: |
||||||||||||||||||||
| Cash and cash equivalents |
$ | 7,752,707 | $ | — | $ | 1,000,000 | a | $ | (230,647 | ) b | $ | 8,522,060 | ||||||||
| Trade accounts receivable, net |
2,300,256 | (1,110,152 | ) | — | — | 1,190,104 | ||||||||||||||
| Inventories, net |
5,474,969 | (1,305,145 | ) | — | (578,418 | ) c | 3,591,406 | |||||||||||||
| Prepaid and other assets |
224,073 | (56,546 | ) | 1,287,515 | d | — | 1,455,042 | |||||||||||||
| Total current assets |
15,752,005 | (2,471,843 | ) | 2,287,515 | (809,065 | ) | 14,758,612 | |||||||||||||
| Property and equipment, net |
1,642,536 | (436,625 | ) | — | (14,927 | ) e | 1,190,984 | |||||||||||||
| Goodwill |
2,402,200 | — | — | — | 2,402,200 | |||||||||||||||
| Other intangible assets, net |
3,052,113 | (327,327 | ) | — | — | 2,724,786 | ||||||||||||||
| Other assets, net |
97,794 | — | — | — | 97,794 | |||||||||||||||
| $ | 22,946,648 | $ | (3,235,795 | ) | $ | 2,287,515 | (823,992 | ) | $ | 21,174,376 | ||||||||||
| Current Liabilities: |
||||||||||||||||||||
| Accounts payable |
$ | 3,491,528 | (956,278 | ) | — | (230,647 | ) b | $ | 2,304,603 | |||||||||||
| Related party payable |
85,598 | — | — | — | 85,598 | |||||||||||||||
| Accrued compensation and benefits |
334,765 | — | — | — | 334,765 | |||||||||||||||
| Other current liabilities |
82,313 | (3,411 | ) | — | — | 78,902 | ||||||||||||||
| Total current liabilities |
3,994,204 | (959,689 | ) | — | (230,647 | ) | 2,803,868 | |||||||||||||
| Convertible promissory notes to related parties, net |
2,203,375 | — | — | — | 2,203,375 | |||||||||||||||
| Other liabilities |
68,012 | — | — | — | 68,012 | |||||||||||||||
| Total liabilities |
6,265,591 | (959,689 | ) | — | (230,647 | ) | 5,075,255 | |||||||||||||
| Total stockholders’ equity |
16,681,057 | (2,276,106 | ) | 2,287,515 | (593,345 | ) | 16,099,121 | |||||||||||||
| $ | 22,946,648 | $ | (3,235,795 | ) | $ | 2,287,515 | $ | (823,992 | ) | $ | 21,174,376 | |||||||||
| (a) | Cash purchase price of $1,000,000 for the sale of the Legacy Commercial and Pool and Spa Lighting Businesses assets, excluding the purchase of inventory. |
| (b) | The Company agreed to retain accounts payable relating to the Legacy Commercial and Pool and Spa Lighting Businesses if accounts receivable did not exceed accounts payable by $250,000. As a result, the Company would have elected to pay $230,647 of this outstanding accounts payable at close. |
| (c) | Impairment of inventory not included in the Purchase Agreement. |
| (d) | Secured promissory note to be paid to the Company over the twelve month period following the closing as the Buyer sells the purchased inventory. |
| (e) | Impairment of excess net property and equipment not included in the Purchase Agreement. |