Attached files
| file | filename |
|---|---|
| 8-K - ExeLED Holdings Inc. | energie06108k.htm |
| EX-3.2 - BYLAWS - ExeLED Holdings Inc. | energie0610ex3_2.htm |
| EX-3.1 - ExeLED Holdings Inc. | energie0610ex3_1.htm |
| EX-99.3 - UNAUDITED ENERGIE HOLDINGS, INC. PRO FORMA - ExeLED Holdings Inc. | energie0610ex99_3.htm |
| EX-99.1 - ENERGIE, LLC - ExeLED Holdings Inc. | energie0610ex99_1.htm |
Exhibit 99.2
Un-Audited Financial Statements
of
Energie LLC (OELC, LLC)
for the Three Months Ended March 31, 2014 and 2013
Energie LLC
Condensed Balance Sheets
(Unaudited)
| March 31, 2014 | December 31, 2013 | |||
| Assets | ||||
| Current Assets | ||||
| Cash and cash equivalents | $ | 10,416 | $ | 37,874 |
| Accounts receivable, net | 1,046,522 | 715,716 | ||
| Inventory | 404,346 | 391,881 | ||
| Prepaid expenses | 8,917 | 15,922 | ||
| Total Current Assets | 1,470,201 | 1,161,393 | ||
| Noncurrent Assets | ||||
| Intangible assets, net | 772,156 | 1,119,550 | ||
| Property and equipment, net | 1,322 | 23,422 | ||
| Other assets | 11,695 | 11,695 | ||
| Total Noncurrent Assets | 785,172 | 1,154,667 | ||
| Total Assets | $ | 785,172 | $ | 2,316,060 |
| Liabilities and Members' Deficit | ||||
| Current Liabilities: | ||||
| Accounts payable | $ | 2,343,143 | $ | 1,523,544 |
| Unearned income | 9,444 | -- | ||
| Notes payable | 1,950,706 | 1,348,090 | ||
| Total Current Liabilities | 4,303,294 | 2,967,839 | ||
| Noncurrent Liabilities: | ||||
| Commissions payable | 92,740 | 96,205 | ||
| Total Noncurrent Liabilities | 92,740 | 96,205 | ||
| Total Liabilities | 4,396,034 | 2,967,839 | ||
| Members' Deficit | ||||
| Members' deficit | (2,140,660) | (651,779) | ||
| Total Members' Deficit | (2,140,660) | (651,779) | ||
| Total Liabilities and Members' Deficit | $ | 2,255,374 | $ | 2,316,060 |
The accompanying notes are an integral part of these condensed financial statements.
Energie LLC
Condensed Statements of Operations
(Unaudited)
| Three months ended | Three months ended | |||
| March 31, 2014 | March 31, 2013 | |||
| Sales Revenue | $ | 164,609 | $ | 779,772 |
| Cost of goods sold | (148,850) | (427,422) | ||
| Gross Profit | 15,759 | 352,350 | ||
| Operating Expenses | ` | |||
| Commissions | (26,673) | (163,953) | ||
| Compensation | (85,997) | (109,951) | ||
| Depreciation and amortization | (26,348) | (16,111) | ||
| General and administrative | (70,655) | (64,239) | ||
| Professional fees | (5,799) | (1,750) | ||
| Rent | (5,370) | (32,453) | ||
| Travel | (6,207) | (11,207) | ||
| Total Operating Expenses | (227,048) | (399,664) | ||
| Loss from Operations | (211,289) | (47,314) | ||
| Other income (expense) | ||||
| Interest expense | (94,104) | (55,141) | ||
| Other income | 39,779 | 2,064 | ||
| Other income (expense), net | (54,325) | (53,077) | ||
| Net loss and comprehensive loss | $ | (265,614) | $ | (100,391) |
The accompanying notes are an integral part of these condensed financial statements.
Energie LLC
Condensed Statements of Cash Flows
(Unaudited)
| Three Months Ended | Three Months Ended | |||
| March 31, 2014 | March 31, 2013 | |||
| Cash flow from operating activities | ||||
| Net loss | $ | (265,614) | $ | (100,391) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||
| Depreciation and amortization | 26,348 | 16,111 | ||
| Change in operating assets and liabilities: | ||||
| Accounts receivable | (330,806) | (188,120) | ||
| Inventory | (12,465) | (102,203) | ||
| Prepaid expenses | 7,005 | 28,025 | ||
| Accounts payable | 819,599 | 2,936 | ||
| Unearned income | 9,444 | (13,504) | ||
| Commissions payable | (3,465) | (499,142) | ||
| Net cash provided by (used in) operating activities | 250,047 | (856,288) | ||
| Cash flow (used for)/provided by investing activities | -- | -- | ||
| Cash flow used for financing activities | ||||
| Proceeds from payments of notes payable, net of repayments | 602,616 | 711,144 | ||
| Net member contributions (conversion of notes payable) | (880,120) | 149,366 | ||
| Net cash (used in) provided by financing activities | (277,504) | 860,510 | ||
| Net (decrease)/increase in cash | (27,458) | 4,222 | ||
| Cash at beginning of the year | 37,874 | 59,171 | ||
| Cash at end of the year | $ | 10,416 | $ | 63,393 |
| Supplemental Disclosures: | ||||
| Interest paid | $ | -- | $ | -- |
| Income taxes paid | $ | -- | $ | -- |
The accompanying notes are an integral part of these condensed financial statements.
Energie LLC
Notes to Condensed Financial Statements
(Unaudited)
| 1. | Organization and Basis of Presentation |
Organization and Operations – Energie, LLC (“Energie” or “the Company”) was established on November 29, 2001 as a limited liability company in the state of Delaware and is engaged in the import and sale of specialized interior lighting solutions to the architecture and interior design markets in North America. The Company is headquartered in Wheat Ridge, Colorado and also maintains a production and assembly facility in Zeeland, Michigan.
Energie has organically developed an end-to-end production and distribution platform for imported lighting products featuring HID, fluorescent, and LED technologies. Long term contracts with five European manufacturers and one in Taiwan provide Energie with exclusive North American distribution rights to over 270 total products in 37 categories. After processing any modifications necessary to meet UL standards and building code requirements, the products are sold to customers through a network of over 60 independent lighting sales agents. In addition to a 15% commission structure, the sales force is provided with promotional materials, product training, and technical support by the Company.
Basis of Preparation - The accompanying unaudited interim condensed financial statements have been prepared on the same basis as the annual audited financial statements and in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. In the opinion of management, such unaudited information includes all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of this interim information. All intercompany transactions have been eliminated in consolidation. Operating results and cash flows for interim periods are not necessarily indicative of results that can be expected for the entire year. The information included in this report should be read in conjunction with our audited financial statements and notes thereto included in Exhibit 99.1 of this Form 8-K.
Going Concern and Managements’ Plans – The condensed financial statements as of and for the three months ended March 31, 2014 and 2013 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company reported net losses of $265,614 and $100,391, respectively, for the three months ended March 31, 2014 and 2013. The Company also has a members’ deficit of $2,140,660 at March 31, 2014 and negative working capital of $2,833,092 at March 31, 2014.
The future success of the Company is dependent on its ability to attract additional capital and, ultimately, upon its ability to develop future profitable operations. There can be no assurance that the Company will be successful in obtaining financing, or that it will attain positive cash flows.
| 2. | Subsequent Events |
No events occurred subsequent to March 31, 2014, that would require adjustment to the accompanying financial statements or footnotes.