Exhibit 99.1
UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL STATEMENTS
The following unaudited pro forma condensed combined financial statements with respect to Lime Energy Co. are based on our historical consolidated financial statements and reflect the disposition of certain assets of our Energy Technology segment. Set forth below are the following unaudited pro forma condensed combined financial statements:
· The unaudited pro forma condensed combined balance sheet as of June 30, 2009, assuming the disposition of certain assets of our Energy Technology business had occurred on June 30, 2009,
· The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2009, assuming the disposition of certain assets of our Energy Technology business had occurred on June 30, 2009, and
· The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2008, assuming the disposition of certain assets of our Energy Technology business had occurred on December 31, 2008.
The unaudited pro forma condensed combined financial statements are presented for informational purposes only, are based on certain assumptions that we believe are reasonable and do not purport to represent our financial condition or our results of operations had the disposition occurred on or as of the dates noted above or to project the results for any future date or period. In the opinion of management, all adjustments have been made that are necessary to present fairly the unaudited pro forma condensed combined financial information.
In connection with the disposition we received $25,000 in cash at closing and we may receive an additional $50,000 in cash 90 days following the closing, depending in part on the cash received from accounts receivable transferred to the buyer. In addition, we could earn up to $4 million over the four year period following closing, depending on the revenue generated by the buyer from the sale of eMAC and uMAC products. For purposes of these pro forma statements we have assumed the only consideration received is the cash received at closing.
1
Lime Energy Co.
Condensed Consolidated Balance Sheet
(Unaudited)
| | Lime Energy Co. | | | | | |
| | Historical | | Pro Forma | | | |
| | (unaudited) | | Adjustments | | Pro Forma | |
| | | | | | | |
Assets | | | | | | | |
| | | | | | | |
Current assets | | | | | | | |
Cash and cash equivalents | | $ | 4,673,040 | | $ | 25,000 | (a) | $ | 4,698,040 | |
Accounts receivable, net | | 19,665,755 | | — | | 19,665,755 | |
Inventories | | 143,392 | | — | | 143,392 | |
Costs and estimated earnings in excess of billings on uncompleted contracts | | 4,842,337 | | — | | 4,842,337 | |
Prepaid expenses and other | | 857,474 | | — | | 857,474 | |
Total Current Assets | | 30,181,998 | | 25,000 | | 30,206,998 | |
| | | | | | | |
Net Property and Equipment | | 2,014,954 | | — | | 2,014,954 | |
| | | | | | | |
Long Term Receivables | | 866,211 | | — | | 866,211 | |
Deferred Financing Costs, net | | 2,613 | | — | | 2,613 | |
Intangibles, net | | 6,151,686 | | — | | 6,151,686 | |
Goodwill | | 18,627,363 | | — | | 18,627,363 | |
| | | | | | | |
| | $ | 57,844,825 | | $ | 25,000 | | $ | 57,869,825 | |
2
Lime Energy Co.
Condensed Consolidated Balance Sheet
(Unaudited)
| | Lime Energy Co. | | | | | |
| | Historical | | Pro Forma | | | |
| | (unaudited) | | Adjustments | | Pro Forma | |
| | | | | | | | |
Liabilities and Stockholders’ Equity | | | | | | | | |
| | | | | | | | |
Current liabilities | | | | | | | | |
Lines of Credit | | $ | 2,115,775 | | $ | — | | | $ | 2,115,775 | |
Current portion of long-term debt | | 5,001,619 | | — | | | 5,001,619 | |
Accounts payable | | 9,829,807 | | — | | | 9,829,807 | |
Accrued expenses | | 3,299,378 | | 130,000 | | (b) | 3,429,378 | |
Billings in excess of costs and estimated earnings on uncompleted contracts | | 2,813,696 | | — | | | 2,813,696 | |
Deferred revenue | | — | | — | | | — | |
Customer deposits | | 794,115 | | — | | | 794,115 | |
Total Current Liabilities | | 23,854,390 | | 130,000 | | | 23,984,390 | |
| | | | | | | | |
Deferred Revenue | | 6,468 | | — | | | 6,468 | |
Long-Term Debt, less current portion | | 1,173,887 | | — | | | 1,173,887 | |
Deferred Tax Liability | | 1,034,000 | | — | | | 1,034,000 | |
| | | | | | | | |
Total Liabilities | | 26,068,745 | | 130,000 | | | 26,198,745 | |
| | | | | | | | |
Stockholders’ Equity | | | | | | | | |
Preferred stock | | 3,669 | | — | | | 3,669 | |
Common stock | | 1,307 | | — | | | 1,307 | |
Additional paid-in capital | | 144,867,555 | | — | | | 144,867,555 | |
Accumulated deficit | | (113,096,451 | ) | (105,000 | ) | (a)(b) | (113,201,451 | ) |
| | | | | | | | |
Total Stockholders’ Equity | | 31,776,080 | | (105,000 | ) | | 31,671,080 | |
| | | | | | | | |
| | $ | 57,844,825 | | $ | 25,000 | | | $ | 57,869,825 | |
3
Lime Energy Co.
Condensed Consolidated Statement of Operations
(Unaudited)
| | Lime Energy Co. | | | | | |
| | Historical | | Pro Forma | | | |
| | (unaudited) | | Adjustments | | Pro Forma | |
| | | | | | | | |
Revenue | | $ | 29,519,945 | | $ | — | | | $ | 29,519,945 | |
| | | | | | | | |
Cost of sales | | 23,872,726 | | — | | | 23,872,726 | |
| | | | | | | | |
Gross Profit | | 5,647,219 | | — | | | 5,647,219 | |
| | | | | | | | |
Selling, general and administrative | | 10,781,982 | | — | | | 10,781,982 | |
Amortization of intangibles | | 658,201 | | — | | | 658,201 | |
| | | | | | | | |
Operating Loss | | (5,792,964 | ) | — | | | (5,792,964 | ) |
| | | | | | | | |
Other Income (Expense) | | | | | | | | |
Interest income | | 62,940 | | — | | | 62,940 | |
Interest expense | | (902,815 | ) | — | | | (902,815 | ) |
| | | | | | | | |
Total other income (expense) | | (839,875 | ) | — | | | (839,875 | ) |
| | | | | | | | |
Loss from continuing operations before discontinued operations | | (6,632,839 | ) | — | | | (6,632,839 | ) |
| | | | | | | | |
Discontinued Operations: | | | | | | | | |
Loss from operation of discontinued business | | (1,029,223 | ) | (105,000 | ) | (a)(b) | (1,134,223 | ) |
| | | | | | | | |
Net Loss | | (7,662,062 | ) | (105,000 | ) | | (7,767,062 | ) |
| | | | | | | | |
Preferred Stock Dividends | | (1,202,185 | ) | — | | | (1,202,185 | ) |
| | | | | | | | |
Net Loss Available to Common Stockholders | | $ | (8,864,247 | ) | $ | (105,000 | ) | | $ | (8,969,247 | ) |
| | | | | | | | |
Basic and diluted loss per common share from Continuing operations | | $ | (0.65 | ) | | | | $ | (0.65 | ) |
| | | | | | | | |
Discontinued operations | | (0.09 | ) | | | | (0.09 | ) |
| | | | | | | | |
Basic and Diluted Loss Per Common Share | | $ | (0.74 | ) | | | | $ | (0.74 | ) |
| | | | | | | | |
Weighted Average Common Shares Outstanding | | 12,054,940 | | | | | 12,054,940 | |
4
Lime Energy Co.
Condensed Consolidated Statement of Operations
(Unaudited)
| | Lime Energy Co. | | Pro Forma | | | |
| | Historical | | Adjustments | | Pro Forma | |
| | | | | | | |
Revenue | | $ | 57,221,924 | | $ | (2,246,840 | ) | (c) | $ | 54,975,084 | |
| | | | | | | | |
Cost of sales | | 45,183,102 | | (1,902,053 | ) | (c) | 43,281,049 | |
| | | | | | | | |
Gross Profit | | 12,038,822 | | (344,787 | ) | | 11,694,035 | |
| | | | | | | | |
Selling, general and administrative | | 20,391,137 | | (2,185,828 | ) | (a)(b)(c) | 18,205,309 | |
Amortization of intangibles | | 2,092,095 | | (523,988 | ) | (c) | 1,568,107 | |
| | | | | | | | |
Operating Loss | | (10,444,410 | ) | 2,365,029 | | | (8,079,381 | ) |
| | | | | | | | |
Other Income (Expense) | | | | | | | | |
Interest income | | 87,084 | | — | | | 87,084 | |
Interest expense | | (2,678,200 | ) | 9,780 | | (c) | (2,668,420 | ) |
| | | | | | | | |
Total other income (expense) | | (2,591,116 | ) | 9,780 | | | (2,581,336 | ) |
| | | | | | | | |
Loss from continuing operations before discontinued operations | | (13,035,526 | ) | 2,374,809 | | | (10,660,717 | ) |
| | | | | | | | |
Discontinued Operations: | | | | | | | | |
Loss from operation of discontinued business | | — | | — | | | — | |
| | | | | | | | |
Net Loss | | (13,035,526 | ) | 2,374,809 | | | (10,660,717 | ) |
| | | | | | | | |
Preferred Stock Dividends | | (288,014 | ) | — | | | (288,014 | ) |
| | | | | | | | |
Net Loss Available to Common Stockholders | | $ | (13,323,540 | ) | $ | 2,374,809 | | | $ | (10,948,731 | ) |
| | | | | | | | |
Basic and diluted loss per common share from Continuing operations | | $ | (1.59 | ) | | | | $ | (1.31 | ) |
| | | | | | | | |
Discontinued operations | | — | | | | | — | |
| | | | | | | | |
Basic and Diluted Loss Per Common Share | | $ | (1.59 | ) | | | | $ | (1.31 | ) |
| | | | | | | | |
Weighted Average Common Shares Outstanding | | 8,381,697 | | | | | 8,381,697 | |
5
NOTES TO UNAUDITED PRO FORMA
CONDENSED COMBINED STATEMENTS
(a) To record cash received at closing.
(b) To record estimated transaction costs.
(c) To eliminate all revenue and expenses of the disposed business.
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