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Exhibit 99.1

 

ENERPATH INTERNATIONAL HOLDING COMPANY

AND SUBSIDIARIES

 

FINANCIAL STATEMENTS

with

Independent Accountants’ Audit Report

 

December 31, 2014 and 2013

 

Table of Contents

 

 

 

Page

 

 

 

INDEPENDENT ACCOUNTANTS’ AUDIT REPORT

 

1

 

 

 

FINANCIAL STATEMENTS

 

 

 

EXHIBIT

 

Combined Balance Sheet

“A”

3

 

 

 

Combined Statement of Operations

“B”

4

 

 

 

Combined Statement of Changes in Retained Earnings

“C”

5

 

 

 

Combined Statement of Cash Flows

“D”

6

 

 

 

Notes to Financial Statements

 

8

 



 

 

INDEPENDENT ACCOUNTANTS’ AUDIT REPORT

 

March 10, 2015

 

To the Board of Directors and Stockholders of

EnerPath International Holding Company

1758 Orange Tree Lane

Redlands, CA 92374

 

We have audited the accompanying statements of financial position of EnerPath International Holding Company and subsidiaries as of December 31, 2014 and 2013, and the related statements of activities and cash flows for the years then ended. The prior year information is presented for comparative purposes only and has been derived from the Company’s 2013 financial statements from our report dated March 14, 2014.

 

The accompanying Consolidated Financial Statements include the accounts of EnerPath International Holding Company and subsidiary corporations, after elimination of all material intercompany accounts, transactions, and profits.

 

Management’s Responsibility for the Financial Statements

 

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

 

Auditor’s Responsibility

 

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amount and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes

 

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evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimate made by management, as well as evaluating the overall presentation of the financial statements.

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Opinion

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of EnerPath International Holding Company and subsidiaries as of December 31, 2014 and 2013, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

 

FOX & STEPHENS, CPA’s, INC.

 

/s/ Fox & Stephens, CPA’s

 

2



 

Exhibit A

 

ENERPATH INTERNATIONAL HOLDING COMPANY

AND SUBSIDIARIES

COMBINED BALANCE SHEET

DECEMBER 31, 2014 AND 2013

 

 

 

2014

 

2013

 

CURRENT ASSETS

 

 

 

 

 

Cash

 

$

709,131

 

$

404,711

 

Accounts receivable

 

7,380,184

 

6,194,832

 

Deferred income taxes

 

935,993

 

1,048,013

 

Inventory

 

2,807,056

 

1,973,337

 

Other current assets

 

192,627

 

203,536

 

Total Current Assets

 

12,024,990

 

9,824,429

 

LONG-TERM ASSETS

 

 

 

 

 

Property, Plant and Equipment, net

 

182,033

 

309,083

 

Other assets, net

 

82,246

 

88,068

 

Total Long-term Assets

 

264,279

 

397,151

 

Total Assets

 

$

12,289,270

 

$

10,221,580

 

CURRENT LIABILITIES

 

 

 

 

 

Accounts payable

 

$

5,110,656

 

$

3,881,227

 

Line of credit

 

3,700,000

 

3,000,000

 

Accrued liabilities

 

929,020

 

825,084

 

Current portion of long-term debt

 

63,455

 

59,744

 

Total Current Liabilities

 

9,803,131

 

7,766,055

 

LONG-TERM LIABILITIES

 

 

 

 

 

Long-term debt - net

 

157,636

 

233,462

 

Total Long-Term Liabilities

 

157,636

 

233,462

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

Common stock

 

228,214

 

228,214

 

Retained earnings

 

2,112,789

 

2,006,349

 

Less: Treasury Stock

 

(12,500

)

(12,500

)

Total Stockholders’ Equity

 

2,328,503

 

2,222,063

 

Total Liabilities and Shareholders’ Equity

 

$

12,289,270

 

$

10,221,580

 

 

SEE INDEPENDENT ACCOUNTANTS’ AUDIT REPORT

The accompanying notes are an integral part of the financial statements

 

3



 

Exhibit B

 

ENERPATH INTERNATIONAL HOLDING COMPANY

AND SUBSIDIARIES

COMBINED STATEMENT OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

 

 

 

2014

 

2013

 

REVENUES

 

$

40,624,565

 

100

%

$

27,482,603

 

100

%

DIRECT COSTS

 

33,450,421

 

82

 

21,285,598

 

77

 

GROSS PROFIT

 

7,174,144

 

18

 

6,197,005

 

23

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

Sales

 

496,317

 

1

 

461,064

 

2

 

Marketing

 

92,345

 

 

 

130,506

 

 

 

Finance

 

756,590

 

2

 

701,041

 

3

 

General and Administrative

 

2,619,195

 

6

 

2,341,309

 

9

 

IT Operations

 

507,012

 

1

 

369,857

 

1

 

Operations Overhead

 

169,660

 

 

 

171,792

 

1

 

Software Development

 

2,117,544

 

5

 

1,684,653

 

6

 

Total Operating Expenses

 

6,758,663

 

17

 

5,860,222

 

21

 

INCOME (LOSS) FROM OPERATIONS

 

415,481

 

1

 

336,783

 

1

 

OTHER INCOME (EXPENSE)

 

(176,250

)

 

 

(125,220

)

 

 

INCOME (LOSS) BEFORE TAXES

 

239,231

 

1

 

211,563

 

1

 

PROVISION FOR INCOME TAXES

 

 

 

 

 

 

 

 

 

Current income tax

 

20,771

 

 

 

15,700

 

 

 

Deferred income tax

 

112,020

 

 

 

119,642

 

 

 

Change in California tax code

 

 

 

 

 

(343,330

)

(1

)

Total Provision for income taxes

 

132,791

 

 

 

(207,988

)

(1

)

NET INCOME (LOSS)

 

$

106,440

 

%

$

419,551

 

2

%

 

SEE INDEPENDENT ACCOUNTANTS’ AUDIT REPORT

The accompanying notes are an integral part of the financial statements

 

4



 

Exhibit C

 

ENERPATH INTERNATIONAL HOLDING COMPANY

AND SUBSIDIARIES

COMBINED STATEMENT OF CHANGES IN RETAINED EARNINGS

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

 

 

 

2014

 

2013

 

 

 

 

 

 

 

BALANCE AT BEGINNING OF PERIOD

 

$

2,006,349

 

$

1,586,798

 

 

 

 

 

 

 

Net income (Loss)

 

106,440

 

419,551

 

 

 

 

 

 

 

BALANCE AT END OF PERIOD

 

$

2,112,789

 

$

2,006,349

 

 

SEE INDEPENDENT ACCOUNTANTS’ AUDIT REPORT

The accompanying notes are an integral part of the financial statements

 

5



 

Exhibit D

 

ENERPATH INTERNATIONAL HOLDING COMPANY

AND SUBSIDIARIES

COMBINED STATEMENT OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

 

 

 

2014

 

2013

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

Net income (Loss)

 

$

106,440

 

$

419,551

 

Adjustments to reconcile net income to net cash provided by operations:

 

 

 

 

 

Gain (Loss) on disposal of assets

 

1,671

 

(2,000

)

Depreciation and amortization

 

178,048

 

177,678

 

Decrease (increase) in:

 

 

 

 

 

Accounts receivable

 

(1,185,352

)

(4,403,603

)

Deferred income taxes

 

112,020

 

(174,300

)

Inventory

 

(833,719

)

(1,303,251

)

Other current assets

 

10,909

 

(63,703

)

Increase (decrease) in:

 

 

 

 

 

Accounts payable

 

1,229,429

 

2,689,512

 

Accrued liabilities

 

103,934

 

479,240

 

Net Cash Provided (Used) by Operating Activities

 

(276,620

)

(2,180,876

)

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

Increase (decrease) in deposits

 

1,502

 

(7,582

)

Purchase of fixed assets

 

(48,347

)

(222,226

)

Net Cash Provided (Used) by Investing Activities

 

(46,845

)

(229,808

)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

Stock options

 

 

 

173,377

 

Net borrowings on Line of Credit

 

700,000

 

2,050,211

 

Long-term debt borrowing

 

 

 

267,789

 

Long-term debt payments

 

(72,115

)

(31,909

)

Net Cash Provided (Used) by Financing Activities

 

627,885

 

2,459,468

 

 

SEE INDEPENDENT ACCOUNTANTS’ AUDIT REPORT

The accompanying notes are an integral part of the financial statements

 

6



 

ENERPATH INTERNATIONAL HOLDING COMPANY

AND SUBSIDIARIES

COMBINED STATEMENT OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

 

 

 

2014

 

2013

 

 

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

$

304,420

 

$

48,784

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR

 

404,711

 

355,927

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS - END OF YEAR

 

$

709,131

 

$

404,711

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES

 

 

 

 

 

Cash paid for income taxes

 

$

15,700

 

$

3,662

 

Cash paid for interest

 

234,626

 

127,275

 

 

SEE INDEPENDENT ACCOUNTANTS’ AUDIT REPORT

The accompanying notes are an integral part of the financial statements

 

7



 

ENERPATH INTERNATIONAL HOLDING COMPANY

AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2014 AND 2013

 

1.                                      Nature of Operations

 

EnerPath International Holding Company (EPIHC) and its two wholly owned subsidiaries, EnerPath Services, Inc. (ESI) and EnerPath, Inc. (EP) are presented as combined financial statements. All of the companies share common management, and general and administrative expenses with corporate offices in Redlands, California, Cambridge, Massachusetts, Rochester, New York, Nanuet, New Jersey and Knoxville, Tennessee. EPIHC is incorporated in Delaware.

 

EnerPath Services, Inc. provides energy efficiency (EE) upgrades through sponsored programs that reduce energy costs for commercial businesses and residential customers. ESI utilizes survey tools developed by EP to conduct energy efficiency surveys and identify opportunities for installation of EE equipment, retrofits and upgrades. Upon customer acceptance of recommendations, ESI then subcontracts energy equipment installation and manages all quality assurance of the project from beginning to end to assure accurate realization of energy savings and projected cost reductions for customers. ESI specializes in EE equipment and programs in the areas of lighting, lighting controls, HVAC, pumps & motors, refrigeration, water, gas and other EE improvements for utility companies, commercial, industrial, institutional, hospitality, government and retail markets throughout the United States. ESI is expanding its business in the public utility market place by developing and managing energy efficiency programs for business and residential customers. The two largest customers accounted for 43% and 38% of sales in 2014 and 59% and 27% of sales in 2013.

 

EnerPath, Inc. develops software and manages customized customer dashboards with a focus in the energy services and public utility market place. EP provides energy survey, subcontractor and quality verification tools to manage the entire work flow for ESI and other clients. EP licenses software which is oriented to all types of energy consuming assets found in buildings for both commercial and residential customers. It also provides a proven platform for public utilities to track many of their customer incentives and rebate programs, which currently includes a refrigerator recycling program. The largest customer accounted for 55% of sales in 2014 and 43% of sales in 2013.

 

2.                                   Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principals requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure 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.

 

3.                                   Date of Management’s Review

 

In preparing the financial statements, management has evaluated events and transactions for potential recognition or disclosure through March 10, 2015, the date these financial statements were available to be issued.

 

SEE INDEPENDENT ACCOUNTANTS’ AUDIT REPORT

 

8



 

ENERPATH INTERNATIONAL HOLDING COMPANY

AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2014 AND 2013

 

4.                                      Summary of Significant Accounting Policies

 

A.             Revenue and Cost Recognition

 

Costs of revenues earned include all direct material and subcontractor costs and those indirect costs related to contract performance, such as supplies, repairs, and depreciation costs. Operating costs are charged to expense as incurred. Changes in job performance, job conditions, estimated profitability and final contract settlements, may result in revisions to costs and income and are recognized in the period in which the revisions are determined.

 

B.             Inventories

 

Inventories are reported at the lower of cost or market using the first-in, first-out method.

 

C.             Property and Equipment

 

Depreciation and amortization is provided on the straight-line and declining-balance methods over the estimated useful lives of the assets.

 

D.             Income Taxes

 

Accelerated and straight-line depreciation is used for tax reporting and financial statement reporting.

 

E.              Uncertain Tax Positions

 

In accordance with FASB ASC 740-10, the Company holds uncertain tax positions in the form of unrecognized tax benefits. Included in the accompanying Balance Sheets at December 31, 2014, are deferred tax assets of $935,993, representing tax loss and credit carry forwards. Realization of that asset is dependent on the Company’s ability to generate future taxable income.

 

Management believes that it is more likely than not the forecasted taxable income will be sufficient to utilize the tax carry forward before their expiration to fully recover the asset. However, there can be no assurance that the company will meet it’s expectations of future income. As a result, the amount of the deferred tax assets considered realizable could be reduced in the near term if estimates of future taxable income are reduced. Such an occurrence could materially adversely affect the Company’s results of operations and financial condition.

 

SEE INDEPENDENT ACCOUNTANTS’ AUDIT REPORT

 

9



 

ENERPATH INTERNATIONAL HOLDING COMPANY

AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2014 AND 2013

 

5.                                      Property, Plant and Equipment

 

Property, Plant and Equipment consists of the following:

 

 

 

2014

 

2013

 

Equipment

 

$

610,227

 

$

599,636

 

Software

 

181,115

 

181,115

 

Leasehold improvements

 

63,821

 

54,848

 

Trucks and autos

 

205,199

 

224,367

 

Furniture and fixtures

 

117,359

 

94,504

 

 

 

1,177,721

 

1,154,470

 

 

 

 

 

 

 

Less: Accumulated depreciation

 

995,688

 

845,387

 

Total Property, Plant and Equipment

 

$

182,033

 

$

309,083

 

 

Other assets include organizational costs of $64,769, net of accumulated amortization of $23,595 for 2014 and $19,275 for 2013.

 

6.                                      Line of Credit

 

ESI has a line of credit with New Resource Bank which matures August 20, 2015. It has a credit limit of $4,000,000 and bears interest at Prime (currently 3.25 percent) plus 2.5 percent with a minimum rate of 5.75 percent. It is secured by all of ESI’s assets and has interest only monthly payments. As of December 31, 2014, the total outstanding loan amount was $3,700,000. The Line of Credit contains covenants relating to maintaining quarterly income and cash flow requirements. ESI was in compliance with all covenants as of December 31, 2014.

 

7.                                      Accrued Liabilities

 

Accrued liabilities consisted of the following:

 

 

 

2014

 

2013

 

Accrued compensation

 

$

590,747

 

$

693,137

 

Income taxes

 

16,132

 

13,300

 

Other

 

322,141

 

118,647

 

 

 

$

929,020

 

$

825,084

 

 

SEE INDEPENDENT ACCOUNTANTS’ AUDIT REPORT

 

10



 

ENERPATH INTERNATIONAL HOLDING COMPANY

AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2014 AND 2013

 

8.                                      Long-term Debt

 

Long-term debt at December 31, 2014 and 2013 were as follows:

 

 

 

2014

 

2013

 

 

 

 

 

 

 

Auto and equipment loans and leases

 

 

 

 

 

Interest rates: ranging from 0.0% to 9.32%

 

 

 

 

 

Monthly payments: ranging from $385 to $1,478

 

 

 

 

 

Total principal:

 

$

145,359

 

$

199,871

 

 

 

 

 

 

 

Loan from Shareholders

 

 

 

 

 

Interest rate: 10%

 

 

 

 

 

Monthly payments: $978.94

 

 

 

 

 

Total Principle:

 

75,732

 

93,335

 

 

 

 

 

 

 

Less: current portion

 

63,455

 

59,744

 

 

 

 

 

 

 

Total Long-term Debt

 

$

157,636

 

$

233,462

 

 

Principal repayments due in the next five years are as follows:

 

2015

 

63,455

 

 

 

2016

 

56,129

 

 

 

2017

 

46,062

 

 

 

2018

 

55,445

 

 

 

 

9.                                      Operating Leases

 

ESI and EP lease its premises in Redlands, Cambridge, Rochester, Nanuet and Knoxville under monthly or yearly operating leases. All of the leases offer renewals at the end of each term. The total monthly lease payments are as follows:

 

Redlands

 

$

7,332

 

Cambridge

 

6,388

 

Rochester

 

4,537

 

Nanuet

 

3,360

 

Knoxville

 

800

 

 

Total lease payments for ESI and EP in 2014 and 2013 were $290,872 and $203,968, respectively.

 

SEE INDEPENDENT ACCOUNTANTS’ AUDIT REPORT

 

11



 

ENERPATH INTERNATIONAL HOLDING COMPANY

AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2014 AND 2013

 

10.                               Income Taxes

 

The deferred income tax asset consists of the following:

 

 

 

2014

 

2013

 

 

 

 

 

 

 

Federal deferred tax

 

$

517,451

 

$

600,457

 

New York deferred tax

 

85,709

 

104,226

 

California deferred tax

 

332,833

 

343,330

 

 

 

 

 

 

 

Total Deferred income taxes

 

$

935,993

 

$

1,048,013

 

 

The provision for taxes on income consists of the following:

 

 

 

2014

 

2013

 

Current:

 

 

 

 

 

State income tax

 

$

20,771

 

$

15,700

 

 

 

20,771

 

15,700

 

Deferred:

 

 

 

 

 

Federal income tax

 

83,006

 

85,354

 

State income tax

 

29,014

 

34,288

 

 

 

112,020

 

119,642

 

Other provisions:

 

 

 

 

 

Change in California tax code

 

 

 

(343,330

)

 

 

 

 

(343,330

)

 

 

 

 

 

 

Total provision for income taxes

 

$

132,791

 

$

(207,988

)

 

The statutory Federal tax rate on pretax income differs from the actual rate because of the effect of graduated tax rates, book to tax depreciation differences, certain expenses not being deductible for tax purposes and state income taxes. The Deferred tax asset consists of a federal net operating loss carry forward of $1,521,920, a California net operating loss carry forward of $3,765,075 and a New York net operating loss carry forward of $1,207,169. If not utilized, they will expire in 2033.

 

11.                               Related Party Transactions

 

During the year ended December 31, 2014, ESI loaned related company, EP a net total of $5,176,764. Also during the year, EPIHC loaned related company ESI a net total of $85,668. Both of these loans were eliminated in the combination of the financial statements.

 

During the year ended December 31, 2013, the company borrowed $100,000 from shareholders. The term of the loan is five years with an interest rate of 10%. Total interest ESI paid on this loan was $8,814 in 2014 and $4,104 in 2013.

 

SEE INDEPENDENT ACCOUNTANTS’ AUDIT REPORT

 

12



 

ENERPATH INTERNATIONAL HOLDING COMPANY

AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2014 AND 2013

 

12.                               Concentration of Credit Risk

 

At December 31, 2014, New York State Electric and Gas owed ESI $1,929,978 and Los Angeles Department of Water and Power owed ESI $3,487,487. These receivables were paid subsequent to year end.

 

The Company maintains its cash deposits in accounts at New Resource Bank which, at times during the year may exceed the federally insured limits. The balances are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 per financial institution.

 

13.                               Employee Benefit Plan

 

EnerPath Services, Inc. and EnerPath, Inc. have adopted a 401(k) Profit Sharing Plan which covers all employees. Employer contributions are currently 100% for up to 3% of employee contributions and 50% up to a maximum of 5% percent of eligible salary contributions. Total employer contributions to this plan for the years ended December 31, 2014 and 2013 were $119,146 and $93,760, respectively.

 

14.                               Stock Option Plan

 

The Company’s 2009 Stock Option Plan (the Plan), which is shareholder-approved, permits the granting of share options and shares to its employees for up to 45,001 shares of common stock. The company believes that such awards better align the interests of its employees with those of its shareholders. Option awards are generally granted with an exercise price equal to the market price of the Company’s stock at the date of grant; those options generally vest over four years. Certain option and share awards provide for accelerated vesting at the discretion of the plan administrator, as defined in the Plan.

 

A summary of the option activity under the Plan as of December 31, 2014, and changes during the year then ended is presented below:

 

Options

 

Shares

 

 

 

 

 

Outstanding at January 1, 2014

 

14,664

 

Granted

 

1,500

 

Forfeited or expired

 

(3,401

)

Exercised

 

 

 

 

 

 

Outstanding at December 31, 2014

 

12,763

 

 

 

 

 

Exercisable at December 31, 2014

 

12,763

 

 

SEE INDEPENDENT ACCOUNTANTS’ AUDIT REPORT

 

13