Exhibit 99.2
PARKE P.A.N.D.A. CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
| | | | |
| | June 30 | |
| | 2006 | |
| | (unaudited) | |
|
Assets | | | | |
| | | | |
Current Assets | | | | |
Cash and cash equivalents | | $ | 1,710 | |
Accounts receivable, net | | | 711,598 | |
Inventories | | | 142,789 | |
Prepaid expenses and other | | | 7,088 | |
|
| | | | |
Total Current Assets | | | 863,185 | |
| | | | |
Net Property and Equipment | | | 79,917 | |
| | | | |
Other Assets | | | 115 | |
|
| | | | |
| | $ | 943,217 | |
|
See accompanying notes to condensed consolidated financial statements
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PARKE P.A.N.D.A. CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
| | | | |
| | June 30, | |
| | 2006 | |
| | (unaudited) | |
|
Liabilities and Stockholder’s Equity | | | | |
| | | | |
Current Liabilities | | | | |
Line of credit | | $ | 400,000 | |
Current maturities of long-term debt | | | 10,172 | |
Accounts payable | | | 338,536 | |
Accrued expenses | | | 73,575 | |
Customer advances | | | 367 | |
|
Total Current Liabilities | | | 822,650 | |
| | | | |
Long-Term Debt, less current maturities | | | 35,591 | |
|
| | | | |
Total Liabilities | | | 858,241 | |
|
| | | | |
Stockholder’s Equity | | | | |
Common stock, no par value; 10,000 shares authorized; 10,000 issued and outstanding | | | 10,000 | |
Accumulated earnings | | | 74,976 | |
|
Total Stockholder’s Equity | | | 84,976 | |
|
| | | | |
| | $ | 943,217 | |
|
See accompanying notes to condensed consolidated financial statements
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PARKE P.A.N.D.A. CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| | | | | | | | |
Six Months ended, June 30 | | 2006 | | | 2005 | |
|
Revenue | | $ | 1,883,830 | | | $ | 1,747,569 | |
| | | | | | | | |
Expense | | | | | | | | |
Cost of Sales | | | 1,169,365 | | | | 1,118,120 | |
Selling, general and administrative | | | 520,263 | | | | 359,533 | |
|
| | | 1,689,628 | | | | 1,477,653 | |
|
| | | | | | | | |
Operating income | | | 194,202 | | | | 269,916 | |
| | | | | | | | |
Other Expense | | | | | | | | |
Interest expense | | | 2,491 | | | | 2,483 | |
|
| | | | | | | | |
Net Income | | $ | 191,711 | | | $ | 267,433 | |
|
See accompanying notes to condensed consolidated financial statements
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PARKE P.A.N.D.A. CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| | | | | | | | |
Six Months ended June 30 | | 2006 | | | 2005 | |
|
Cash Flow from Operating Activities | | | | | | | | |
| | | | | | | | |
Net income | | $ | 191,711 | | | $ | 267,433 | |
| | | | | | | | |
Adjustments to reconcile net income to net cash used in operating activities | | | | | | | | |
Depreciation and amortization | | | 11,984 | | | | 8,102 | |
Changes in assets and liabilities | | | | | | | | |
Accounts receivable | | | (382,282 | ) | | | (666,904 | ) |
Inventories | | | 16,007 | | | | 9,096 | |
Costs and estimated profits in excess of billings on uncompleted contracts | | | — | | | | (81,380 | ) |
Prepaid expenses and other current assets | | | (7,088 | ) | | | (186 | ) |
Accounts payable | | | 103,181 | | | | 259,067 | |
Accrued expenses | | | 16,877 | | | | 57,251 | |
Customer advances | | | 367 | | | | — | |
|
| | | | | | | | |
Net cash used in operating activities | | | (49,243 | ) | | | (147,521 | ) |
|
Cash Flows Used In Investing Activities | | | | | | | | |
Purchase of property and equipment | | | (2,476 | ) | | | (32,115 | ) |
| | | | | | | | |
Cash Flows (Used in) Provided by Financing Activities | | | | | | | | |
Borrowings on line of credit, net of repayments | | | 400,000 | | | | 200,989 | |
Payment on loans from stockholders | | | — | | | | (15,000 | ) |
Payment on long-term debt | | | (2,983 | ) | | | (4,871 | ) |
Stockholder distribution | | | (496,000 | ) | | | — | |
|
| | | | | | | | |
Net cash (used in) provided by financing activities | | | (98,983 | ) | | | 181,118 | |
|
| | | | | | | | |
Net (Decrease) Increase in Cash and Cash Equivalents | | | (150,702 | ) | | | 1,482 | |
| | | | | | | | |
Cash and Cash Equivalents, at beginning of period | | | 152,412 | | | | 5,579 | |
|
| | | | | | | | |
Cash and Cash Equivalents, at end of period | | $ | 1,710 | | | $ | 7,061 | |
|
| | | | | | | | |
Supplemental Disclosure of Cash Flow Information | | | | | | | | |
Cash paid during the periods for interest | | $ | 1,637 | | | $ | 2,483 | |
Non-cash investing activity: | | | | | | | | |
Financed capital purchase | | $ | 35,012 | | | $ | — | |
See accompanying notes to condensed consolidated financial statements
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Parke P.A.N.D.A. Corporation
Notes to Financial Statements
Note 1 – Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2006 and 2005 are not necessarily indicative of the results that may be expected for the fiscal year ended December 31, 2006. For further information, refer to the Company’s annual December 31, 2005 and 2004 financial statements and footnotes included as exhibit 99.1 in this Form 8-K/A.
Note 2 – Inventories
Inventories consisted of the following:
| | | | |
| | June 30, | |
| | 2006 | |
Raw materials | | $ | 142,789 | |
| | | | |
Work in process | | | — | |
| | | | |
Finished goods | | | — | |
| | | |
| | | | |
| | $ | 142,789 | |
| | | |
Note 3 – Customer Concentration
One customer accounted for 15% of Company’s revenue during the six month period ended June 30, 2006. Accounts receivable from this customer at June 30, 2006 totaled approximately $245,000. Two customers accounted for 21% and 11% of the Company’s revenue during the six month period ended June 30, 2005, respectively. Accounts receivable from these customers at June 30, 2005 were approximately $259,000 and $50,000, respectively.
Note 4 – Line of Credit
The Company has a line of credit with a bank that provides for borrowings of the lesser of $400,000, or 80% of the aggregate of eligible accounts receivable. The line of credit accrues interest on outstanding balances at the lender’s prime rate (8.25% as of June 30, 2006) plus 1.09% and matures on July 25, 2006. Borrowings under this line of credit are secured by substantially all of the Company’s assets and are guaranteed by the Company’s stockholder. There were borrowings of $400,000 and $239,635 under the line of credit at June 30, 2006 and 2005, respectively.
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Note 5 – Related Party Transactions
The Company leases office space in Glendora, California from an entity owned by the Company’s stockholder. The lease expires on January 1, 2007. Total rent expense for this office space was $20,500 and $13,200 for the six months ended June 30, 2006 and 2005, respectively.
During the six months ended June 30, 2006, the Company recognized revenue of $30,895 for the sale of products and services to a company which is majority owned by the Company’s stockholder. There were no accounts receivable from this customer as of June 30, 2006.
Note 6 – Subsequent Event
Pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated as of June 30, 2006, by and among Electric City Corp., (“Electric City”) MPG Acquisition Corporation, a wholly-owned subsidiary of Electric City (“Merger Subsidiary”), and Parke P.A.N.D.A. Corporation (“Parke”), Electric City acquired Parke pursuant to the merger of Parke with and into Merger Subsidiary, with Merger Subsidiary continuing as the surviving corporation under the name Parke Industries, LLC.
The merger consideration consisted of $2,720,000 in cash and 5,000,000 shares of Electric City common stock. As a result of the merger, Merger Subsidiary became responsible for the liabilities of Parke. The acquisition will be recorded using the purchase method of accounting.
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