Attached files
file | filename |
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8-K/A - FORM 8-K/A - Juhl Energy, Inc | juhl_8ka-042811.htm |
EX-99.1 - EXHIBIT 99.1 - Juhl Energy, Inc | ex99-1.htm |
EX-23.1 - EXHIBIT 23.1 - Juhl Energy, Inc | ex23-1.htm |
EX-99.2 - EXHIBIT 99.2 - Juhl Energy, Inc | ex99-2.htm |
Exhibit 99.3
JUHL WIND, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
GIVING EFFECT TO THE ACQUISITION OF WOODSTOCK HILLS LLC
JUHL WIND, INC
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma condensed consolidated balance sheet combines the consolidated historical balance sheet of Juhl Wind, Inc. and subsidiaries and the balance sheet of Woodstock Hills (Woodstock), as of March 31, 2011, giving effect to the purchase of 99.9% of the Woodstock membership interests as if it had been consummated on March 31, 2011. The following unaudited pro forma condensed consolidated statement of operations for the three month period ended March 31, 2011 and the twelve month period ended December 31, 2010 combines the consolidated statement of operations of Juhl Wind, Inc. for its three months ended March 31, 2011 and its year ended December 31, 2010 with the
statements of operations of Woodstock for its three months ended March 31, 2011 and its year ended December 31, 2010, giving effect to the acquisition of the outstanding membership interests of Woodstock as if it had occurred at January 1, 2010. The .1% minority interest is considered immaterial for purposes of this presentation.
The historical financial information has been adjusted to give effect to pro forma events that are related and/or directly attributable to the membership interest acquisition, are factually supportable and are expected to have a continuing impact on the combined results. Certain events related and attributable to the acquisition may have occurred at Juhl Wind, Inc. prior the closing of the acquisition or immediately after the acquisition due to the acquisition transaction. Accordingly, the adjustments presented on the pro forma condensed consolidated financial statements have been identified and presented in accordance with their timing to provide relevant information necessary for an accurate
understanding of the combined company upon consummation of the acquisition.
We are providing the following information to aid you in your analysis of the financial aspects of the acquisition. We derived the historical financial information of Juhl Wind, Inc. for the three months ended March 31, 2011 from the unaudited consolidated financial statements of Juhl Wind, Inc. as filed on Form 10-Q for the three months ended March 31, 2011. We derived the historical financial information of Juhl Wind, Inc. for the year ended December 31, 2010 from the audited financial statements of Juhl Wind, Inc included in the Form 10-K filing dated March 31, 2011. We derived the historical financial information of Woodstock for the three months ended March 31, 2011 from
Woodstock’s unaudited internal financial statements incorporated herein and the December 31, 2010 audited financial statements, also incorporated herein. This information should be read together with Juhl Wind, Inc’s, audited and unaudited financial statements and related notes, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Juhl Wind, Inc included in its annual report on Form 10-K filed March 31, 2011 and its quarterly reports on Form 10-Q filed May 15, 2011 and August 15, 2011.
The unaudited pro forma condensed consolidated financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma condensed consolidated financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined company will experience.
In the acquisition, Juhl Wind, Inc acquired 99.9% of the outstanding Woodstock membership interests of Woodstock in exchange for $400,000 cash. As a result, Woodstock is now a subsidiary.
2
JUHL WIND, INC
NOTES TO UNAUDITED PROFORMA CONDENSED CONSOLIDATED
BALANCE SHEET AND STATEMENTS OF OPERATIONS
AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2011
AND THE YEAR ENDED DECEMBER 31, 2010
Note 1. Basis of Presentation
The unaudited pro forma condensed consolidated financial information included herein has been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission.
Pro forma adjustments are necessary to (i) record certain events related or attributable to the membership interest acquisition of Woodstock, and (ii) the accounting upon consummation of the business combination.
Note 2. Pro Forma Adjustments
Descriptions of the adjustments included in the unaudited pro forma condensed consolidated balance sheet and the condensed consolidated statements of operations are as follows:
(a)
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Juhl Wind, Inc. acquired 99.9% of the outstanding membership interests of Woodstock Hills LLC (“Woodstock”). The remaining .1% of the membership interests are owned by Dan Juhl, the Company’s controlling stockholder and is considered immaterial for purposes of recording a noncontrolling interest on the Juhl Wind financial statements. The 99.9% of the membership interests of Woodstock were acquired in exchange for $400,000 cash.
The acquisition is being accounted for under the acquisition method. No goodwill was recorded in connection with the transaction. The assets and liabilities of Woodstock were recorded at their respective estimated fair values. The Company used a combination of the market and cost approaches to estimate the fair values of the Woodstock assets acquired and liabilities assumed. The fair value estimates include an increase of approximately $450,000 to the property and equipment of Woodstock based on our assessment of fair value in comparison to Woodstock’s carrying values. Included in the acquisition was the
in-place power purchase agreement (PPA). Juhl Wind, Inc. determined that this agreement was below current market power rates. As such, an unfavorable contract liability of approximately $3,419,000 was recorded as of March 31, 2011for pro forma purposes.
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(e)
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Basic outstanding shares include the weighted average shares of the Company’s common stock outstanding as if issued on January 1, 2011 and January 1, 2010. Diluted outstanding shares reflects the potential dilution effect that would occur if common stock warrants and convertible preferred stock were exercised or converted to common shares. However, for 2010, diluted outstanding shares is identical to basic outstanding shares, since potential common share equivalents are excluded from the calculation, as their effect is anti-dilutive, due to the Company’s net loss for the periods presented.
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JUHL WIND, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF MARCH 31, 2011
HISTORICAL | HISTORICAL | PRO FORMA | PRO FORMA | |||||||||||||
JUHL | WOODSTOCK | ADJUSTMENTS | CONSOLIDATED | |||||||||||||
ASSETS
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||||||||||||||||
CURRENT ASSETS
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Cash and cash equivalents | $ | 4,306,782 | $ | 279,215 | $ | (400,000 | ) | (a) | $ | 4,185,997 | ||||||
Accounts receivable | 1,986,262 | 98,430 | - | 2,084,692 | ||||||||||||
Short term investments and accrued interest receivable
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327,610 | - | 327,610 | |||||||||||||
Short term investments - restricted
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419,907 | - | 419,907 | |||||||||||||
Promissory note receivable - including interest
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3,926,400 | - | 3,926,400 | |||||||||||||
Inventory
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1,828,062 | - | - | 1,828,062 | ||||||||||||
Reimbursable project costs
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113,161 | - | - | 113,161 | ||||||||||||
Other current assets
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104,354 | 34,726 | - | 139,080 | ||||||||||||
Current deferred income taxes
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41,000 | - | - | 41,000 | ||||||||||||
TOTAL CURRENT ASSETS
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13,053,538 | 412,371 | (400,000 | ) | 13,065,909 | |||||||||||
PROPERTY AND EQUIPMENT (Net)
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483,934 | 4,395,202 | 449,711 | (a) | 5,328,847 | |||||||||||
OTHER ASSETS
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||||||||||||||||
Project development costs
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2,595,319 | - | - | 2,595,319 | ||||||||||||
Promissory note receivable - long term portion
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1,606,087 | - | 1,606,087 | |||||||||||||
Financing costs (net)
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- | 16,165 | - | 16,165 | ||||||||||||
Equity investment in wind farm
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478,570 | - | 478,570 | |||||||||||||
Deferred income taxes
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344,000 | - | - | 344,000 | ||||||||||||
TOTAL OTHER ASSETS
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5,023,976 | 16,165 | - | 5,040,141 | ||||||||||||
TOTAL ASSETS
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$ | 18,561,448 | $ | 4,823,738 | 49,711 | $ | 23,434,897 | |||||||||
LIABILITIES AND EQUITY
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CURRENT LIABILITIES
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Accounts payable
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$ | 1,374,900 | $ | 10,001 | $ | $ | 1,384,901 | |||||||||
Bank notes payable
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411,167 | - | 411,167 | |||||||||||||
Advance on sale of project development costs
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1,000,000 | - | 1,000,000 | |||||||||||||
Accrued expenses
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534,198 | 24,452 | 558,650 | |||||||||||||
Billings in excess of costs and estimated profits
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95,339 | - | 95,339 | |||||||||||||
Customer deposits
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149,339 | - | 149,339 | |||||||||||||
Deferred revenue
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920,917 | - | 920,917 | |||||||||||||
Income taxes payable
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700,000 | - | 700,000 | |||||||||||||
Current portion of bank notes payable
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- | 251,842 | - | 251,842 | ||||||||||||
Promissory notes payable - including interest
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5,899,365 | - | - | 5,899,365 | ||||||||||||
TOTAL CURRENT LIABILITIES
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11,085,225 | 286,295 | - | 11,371,520 | ||||||||||||
LONG-TERM LIABILITIES
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Bank note payable
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- | 1,168,158 | - | 1,168,158 | ||||||||||||
Deferred revenue
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3,809,320 | (3,809,320 | ) | (a) | - | |||||||||||
Power purchase contract liability
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- | - | 3,418,996 | (a) | 3,418,996 | |||||||||||
TOTAL LONG-TERM LIABILITIES
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- | 4,977,478 | (390,324 | ) | 4,587,154 | |||||||||||
EQUITY
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Preferred stock - Series A
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2,525,589 | - | - | 2,525,589 | ||||||||||||
Preferred stock - Series B
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12,819,116 | - | 12,819,116 | |||||||||||||
Common stock
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2,132 | - | - | 2,132 | ||||||||||||
Additional paid-in capital
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7,306,372 | - | - | 7,306,372 | ||||||||||||
Treasury stock
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(84,795 | ) | - | (84,795 | ) | |||||||||||
Accumulated deficit
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(15,159,627 | ) | (440,035 | ) | 440,035 | (a) | (15,159,627 | ) | ||||||||
Noncontrolling interest in equity
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67,436 | - | - | 67,436 | ||||||||||||
TOTAL STOCKHOLDERS' EQUITY
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7,476,223 | (440,035 | ) | 440,035 | 7,476,223 | |||||||||||
TOTAL LIABILITIES AND EQUITY
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$ | 18,561,448 | $ | 4,823,738 | $ | 49,711 | $ | 23,434,897 |
4
JUHL WIND, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2011
HISTORICAL | HISTORICAL | PRO FORMA | PRO FORMA | ||||||||||||||
JUHL | WOODSTOCK | ADJUSTMENTS | CONSOLIDATED | ||||||||||||||
REVENUE
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$ | 6,591,411 | $ | 204,719 | $ | (27,701 | ) |
(b), (c)
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$ | 6,768,429 | |||||||
COST OF REVENUES
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791,990 | - | - | 791,990 | |||||||||||||
GROSS PROFIT
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5,799,421 | 204,719 | (27,701 | ) | 5,976,439 | ||||||||||||
OPERATING EXPENSES
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1,020,733 | 191,887 | (11,183 | ) |
(b)
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1,201,437 | |||||||||||
OPERATING INCOME
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4,778,688 | 12,832 | (16,518 | ) | 4,775,002 | ||||||||||||
OTHER INCOME (EXPENSE)
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|||||||||||||||||
Interest income
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138,769 | 49 | - | 138,818 | |||||||||||||
Interest expense
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(163,608 | ) | (19,091 | ) | - | (182,699 | ) | ||||||||||
NET OTHER INCOME (EXPENSE)
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(24,839 | ) | (19,042 | ) | - | (43,881 | ) | ||||||||||
NET LOSS BEFORE INCOME TAX
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4,753,849 | (6,210 | ) | (16,518 | ) | 4,731,121 | |||||||||||
PROVISION FOR INCOME TAXES
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1,952,000 | - | - |
(d)
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1,952,000 | ||||||||||||
NET INCOME (LOSS)
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2,801,849 | (6,210 | ) | (16,518 | ) | 2,779,121 | |||||||||||
LESS NET LOSS ATTRIBUTABLE TO
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|||||||||||||||||
NONCONTROLLING INTEREST
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(1,714 | ) | - | - | (1,714 | ) | |||||||||||
NET INCOME (LOSS) ATTRIBUTED TO JUHL WIND INC.
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$ | 2,803,563 | $ | (6,210 | ) | $ | (16,518 | ) | $ | 2,780,835 | |||||||
PREFERRED STOCK CUMULATIVE DIVIDEND
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96,400 | - | - | 96,400 | |||||||||||||
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS
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$ | 2,707,163 | $ | (6,210 | ) | $ | (16,518 | ) | $ | 2,684,435 | |||||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC
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21,266,752 | 21,266,752 | |||||||||||||||
INCOME PER COMMON SHARE - BASIC
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$ | 0.13 |
(e)
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$ | 0.13 | ||||||||||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - DILUTED
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21,317,925 | 21,317,925 | |||||||||||||||
INCOME PER COMMON SHARE - DILUTED
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$ | 0.13 |
(e)
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$ | 0.13 |
5
JUHL WIND, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2010
HISTORICAL | HISTORICAL |
PRO FORMA
|
PRO FORMA
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||||||||||||||
JUHL
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WOODSTOCK
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ADJUSTMENTS
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CONSOLIDATED
|
||||||||||||||
REVENUE
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$ | 6,268,143 | $ | 695,760 | $ | (360,992 | ) |
(b), (c)
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$ | 6,602,911 | |||||||
COST OF REVENUES
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4,894,481 | - | - | 4,894,481 | |||||||||||||
GROSS PROFIT
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1,373,662 | 695,760 | (360,992 | ) | 1,708,430 | ||||||||||||
OPERATING EXPENSES
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4,120,271 | 1,005,701 | (273,564 | ) |
(b)
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4,852,408 | |||||||||||
OPERATING LOSS
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(2,746,609 | ) | (309,941 | ) | (87,428 | ) | (3,143,978 | ) | |||||||||
OTHER INCOME (EXPENSE)
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|||||||||||||||||
Interest income
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655,468 | 194 | - | 655,662 | |||||||||||||
Interest expense
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(687,024 | ) | (131,847 | ) | - | (818,871 | ) | ||||||||||
NET OTHER INCOME (EXPENSE)
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(31,556 | ) | (131,653 | ) | - | (163,209 | ) | ||||||||||
NET LOSS BEFORE INCOME TAX
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(2,778,165 | ) | (441,594 | ) | (87,428 | ) | (3,307,187 | ) | |||||||||
INCOME TAX BENEFIT
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(978,000 | ) | - | (176,000 | ) |
(d)
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(1,154,000 | ) | |||||||||
NET LOSS
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(1,800,165 | ) | (441,594 | ) | 88,572 | (2,153,187 | ) | ||||||||||
LESS NET LOSS ATTRIBUTABLE TO
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|||||||||||||||||
NONCONTROLLING INTEREST
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(16,978 | ) | - | - | (16,978 | ) | |||||||||||
NET INCOME (LOSS) ATTRIBUTED TO JUHL WIND INC.
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$ | (1,783,187 | ) | $ | (441,594 | ) | $ | 88,572 | $ | (2,136,209 | ) | ||||||
PREFERRED STOCK CUMULATIVE DIVIDEND
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390,955 | - | - | 390,955 | |||||||||||||
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS
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$ | (2,174,142 | ) | $ | (441,594 | ) | $ | 88,572 | $ | (2,527,164 | ) | ||||||
WEIGHTED AVERAGE COMMON SHARES
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|||||||||||||||||
OUTSTANDING - BASIC AND DILUTED
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21,132,144 | 21,132,144 | |||||||||||||||
EARNINGS PER COMMON SHARE - BASIC AND DILUTED
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(0.10 | ) |
(e)
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$ | (0.12 | ) |
6