Attached files
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8-K/A - FORM 8-K/A - World Energy Solutions, Inc. | c25257e8vkza.htm |
EX-23.1 - EXHIBIT 23.1 - World Energy Solutions, Inc. | c25257exv23w1.htm |
EX-99.3 - EXHIBIT 99.3 - World Energy Solutions, Inc. | c25257exv99w3.htm |
EXHIBIT 99.2
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
Co-eXprise, Inc.
Pittsburgh, Pennsylvania
Co-eXprise, Inc.
Pittsburgh, Pennsylvania
We have audited the accompanying energy procurement business balance sheets of Co-eXprise,
Inc. as of December 31, 2010 and 2009, and the related statements of operations, retained earnings
(deficit), and cash flows for each of the years then ended. These financial statements are the
responsibility of the Companys management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material
misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of internal control
over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Companys internal control over financial reporting. Accordingly, we express no such opinion. An
audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the energy business financial statements referred to above present fairly, in
all material respects, the financial position of the energy procurement business of Co-eXprise,
Inc. as of December 31, 2010 and 2009, and the results of its operations and its cash flows for
each of the years then ended in conformity with accounting principles generally accepted in the
United States of America.
/s/ Alpern Rosenthal
November 28, 2011
Pittsburgh, Pennsylvania
Pittsburgh, Pennsylvania
CO-EXPRISE, INC.
Energy Procurement Business Balance Sheets
June 30, | ||||||||||||
2011 | Year Ended December 31, | |||||||||||
(Unaudited) | 2010 | 2009 | ||||||||||
ASSETS |
||||||||||||
Unbilled accounts receivable |
$ | 476,618 | $ | 362,309 | $ | 158,817 | ||||||
Due from Co-eXprise Technology Division |
502,312 | | | |||||||||
Total Assets |
$ | 978,930 | $ | 362,309 | $ | 158,817 | ||||||
LIABILITIES AND RETAINED EARNINGS (DEFICIT) |
||||||||||||
Current Liabilities |
||||||||||||
Accounts payable |
$ | | $ | 1,250 | $ | 109 | ||||||
Accrued expenses |
3,198 | | 62,555 | |||||||||
Accrued commisions |
11,875 | 10,142 | 22,009 | |||||||||
Deferred revenue |
18,151 | 18,151 | | |||||||||
Due to Co-eXprise Technology Division |
| 179,363 | 338,697 | |||||||||
Total Current Liabilities |
33,224 | 208,906 | 423,370 | |||||||||
Deferred Revenue |
15,329 | 24,404 | | |||||||||
Retained Earnings (Deficit) |
930,377 | 128,999 | (264,553 | ) | ||||||||
Total Liabilities and Retained Earnings (Deficit) |
$ | 978,930 | $ | 362,309 | $ | 158,817 | ||||||
The accompanying notes are an integral part of these financial statements.
2
CO-EXPRISE, INC.
Energy Procurement Business Statements of Operations
Six Months Ended June 30, | ||||||||||||||||
2011 | 2010 | Year Ended December 31, | ||||||||||||||
(Unaudited) | (Unaudited) | 2010 | 2009 | |||||||||||||
Net Revenues |
$ | 1,109,713 | $ | 1,048,951 | $ | 2,131,228 | $ | 2,439,347 | ||||||||
Cost of Revenue |
||||||||||||||||
Labor |
33,435 | 122,654 | 204,050 | 479,691 | ||||||||||||
Other |
3,660 | 5,068 | 7,716 | 14,085 | ||||||||||||
37,095 | 127,722 | 211,766 | 493,776 | |||||||||||||
Gross Profit |
1,072,618 | 921,229 | 1,919,462 | 1,945,571 | ||||||||||||
Operating Expenses |
||||||||||||||||
Labor |
176,253 | 565,662 | 958,100 | 1,363,219 | ||||||||||||
General and administrative |
80,737 | 158,447 | 349,508 | 421,552 | ||||||||||||
Research and development |
| 103,418 | 152,904 | 237,118 | ||||||||||||
Travel |
1,326 | 19,432 | 31,725 | 63,612 | ||||||||||||
Marketing |
4,513 | 11,318 | 14,406 | 85,008 | ||||||||||||
262,829 | 858,277 | 1,506,643 | 2,170,509 | |||||||||||||
Income (Loss) From Operations |
809,789 | 62,952 | 412,819 | (224,938 | ) | |||||||||||
Other Expense |
8,411 | 18,839 | 19,267 | 39,615 | ||||||||||||
Net Income (Loss) |
$ | 801,378 | $ | 44,113 | $ | 393,552 | $ | (264,553 | ) | |||||||
The accompanying notes are an intergral part of these financial statements.
3
CO-EXPRISE, INC.
Energy Procurement Business Statements of Retained Earnings (Deficit)
Six Months Ended | ||||||||||||
June 30, 2011 | Year Ended December 31, | |||||||||||
(Unaudited) | 2010 | 2009 | ||||||||||
Balance Beginning of period |
$ | 128,999 | $ | (264,553 | ) | $ | | |||||
Net income (loss) |
801,378 | 393,552 | (264,553 | ) | ||||||||
Balance End of period |
$ | 930,377 | $ | 128,999 | $ | (264,553 | ) | |||||
The accompanying notes are an integral part of these financial statements.
4
CO-EXPRISE, INC.
Energy Procurement Business Statements of Cash Flows
Six Months Ended June 30, | ||||||||||||||||
2011 | 2010 | Year Ended December 31, | ||||||||||||||
(Unaudited) | (Unaudited) | 2010 | 2009 | |||||||||||||
Cash Provided by (Used for) Operating Activities |
||||||||||||||||
Net income (loss) |
$ | 801,378 | $ | 44,113 | $ | 393,552 | $ | (264,553 | ) | |||||||
Adjustments to reconcile net income (loss)
to net cash used for operating activities
|
||||||||||||||||
Changes in |
||||||||||||||||
Unbilled accounts receivable |
(114,309 | ) | (181,365 | ) | (203,492 | ) | 39,098 | |||||||||
Accounts payable |
(1,250 | ) | 4 | 1,141 | 109 | |||||||||||
Accrued commissions |
1,733 | 3,982 | (11,867 | ) | (5,627 | ) | ||||||||||
Accrued expenses |
3,198 | (62,555 | ) | (62,555 | ) | 62,555 | ||||||||||
Deferred revenue |
(9,075 | ) | 43,470 | 42,555 | | |||||||||||
Due to (from) Co-eXprise Technology Division |
(681,675 | ) | 152,351 | (159,334 | ) | 168,418 | ||||||||||
Net Cash Used for Operating Activities |
| | | | ||||||||||||
Cash Beginning and end of period |
$ | | $ | | $ | | $ | | ||||||||
The accompanying notes are an intergral part of these financial statements.
5
CO-EXPRISE, INC.
Notes to the Energy Procurement Business Financial Statements
Note 1 Summary of Significant Accounting Policies
A. Business Description
Co-eXprise, Inc. (the Company) was incorporated in Delaware in July 2004. The Company
provides software as a service sourcing technology and an energy procurement solution that
helps enable its customers to manage their commodity purchases.
In September 2011, the Company sold its energy procurement business, which consisted
solely of customer contracts and relationships, to World Energy Solutions, Inc. for
$4,000,000.
The accompanying energy procurement business financial statements include only the
results of the energy procurement business prior to the sale.
B. Estimates
The preparation of the financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make estimates and
assumptions. These estimates and assumptions affect the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those estimates.
C. Accounts Receivable
Accounts receivable are stated at the amount management expects to collect from
outstanding balances. Management provides for probable uncollectible amounts through a charge
to earnings and a credit to a valuation allowance based on its assessment of the current
status of individual accounts. Balances that are still outstanding after management has used
reasonable collection efforts are written off through a charge to the valuation allowance and
a credit to trade accounts receivable. No allowance was deemed to be necessary at June 30,
2011, December 31, 2010 and 2009.
D. Revenue and Cost Recognition
The Company earns a monthly transaction fee on energy sales contracted through its
reverse online auction platform from each energy consumer. Transaction fees are based on the
energy usage transacted between the supplier and consumer multiplied by the contractual
transaction rate.
The Company records monthly transaction fees on a three-month lag basis based on the
estimated amount of energy delivered to the consumers. The Company develops its estimates
based on historical usage data obtained from the supplier prior to auction execution.
Upon the completion of each consumer purchase contract, the Company adjusts the estimated
accounts receivable and revenue to reflect actual payments received. Differences between
estimated and actual revenue have been within managements expectations and have not been
material to date.
6
Note 1 Summary of Significant Accounting Policies (Continued)
D. Revenue and Cost Recognition (Continued)
The Company does not invoice its energy suppliers for monthly transaction fees and,
therefore, reports its receivables as unbilled. Unbilled accounts receivable represents
managements best estimate of energy provided by the suppliers to the consumers for a specific
time period at contracted transaction rates.
Deferred revenue represents payments from energy suppliers in advance of the energy being
consumed.
The cost of revenue consists of the direct expenses the Company incurs to execute a
consumer purchase contract. These identifiable costs include the cost of labor, travel, and
all other costs directly associated with completing the consumer purchase contract.
Three customer balances represented approximately 51% and 63% of gross accounts
receivable at December 31, 2010 and 2009. Revenues from one of these customers represented
approximately 17% of total revenues in 2010 and 14% in 2009.
In addition, three supplier balances represented approximately 62%
and 64% of gross accounts receivable at December 31, 2010 and 2009.
Revenues from three suppliers represented approximately 62% of total
revenues in 2010 and 55% in 2009.
E. Operating Expenses
Operating expenses are comprised of all other indirect costs necessary to operate the
energy procurement business. Operating expenses include labor and other costs related to
sales and marketing, research and development, and general and administrative expenses.
Management was not able to directly identify the research and development expenses or the
general and administrative expenses of the energy business. Accordingly, management estimated
that 25% of the total research and development expenses incurred by the Company should be
allocated to the energy business for the period from January 1, 2009 to November 30, 2010
based on technology projects in development during this period. Management determined that no
research and development expenses should be allocated to the energy procurement business after
November 30, 2010 due to the Companys focus on the sourcing technology business in those
periods prior to the sale.
General and administrative expenses were allocated to the energy procurement business
based on the ratio of energy revenue to the Companys total revenue. Energy revenue as a
percentage of the Companys total revenue was approximately 50%
in 2011, 2010 and 2009, respectively.
Accordingly, management allocated 50% of total general and administrative expenses to the
energy procurement business for all periods presented in the statements of operations.
7
Note 1 Summary of Significant Accounting Policies (Continued)
F. Income Taxes
The Company provides for income taxes in accordance with the asset and liability method.
Under this method, deferred tax assets and liabilities are recognized for future tax
consequences attributable to differences between the carrying amounts of existing assets and
liabilities for financial reporting and for income tax reporting. The deferred tax assets or
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 tax assets are reduced by a valuation allowance when it is more likely than not that
some portion or all of the deferred tax assets will not be realized.
There is no current provision for income taxes for the periods ended June 30, 2011 and
2010 and December 31, 2010 and 2009 as a result of net operating losses of the Company.
The Company has provided an allowance for the entire amount of the potential deferred tax
asset at June 30, 2011, and December 31, 2010 and 2009 because of uncertainty about realizability.
G. Subsequent Events
Management evaluated subsequent events and transactions for potential recognition or
disclosure in the financial statements through November 28, 2011, the day the financial
statements were approved and authorized for issue.
In September 2011, the Company sold its energy procurement business, which consisted
solely of customer contracts and relationships, to World Energy Solutions, Inc. for
$4,000,000.
Note 2 Due to (from) Co-eXprise Technology Division
The energy procurement business of the Company was operated as a division prior to the sale to
World Energy Solutions, Inc. Accordingly, certain separate accounting records, including cash and
equity accounts, were not maintained on a separate divisional basis. Therefore, the accompanying
balance sheets for the energy procurement business presents amounts due to or from the Companys
technology division for the amount of cash and equity (deficit) that the energy procurement
division contributed to the entire Company as of and for the periods ended June 30, 2011 and
December 31, 2010 and 2009.
8