Exhibit 99.2
certified public accountant
2350 Mission College Blvd., Suite #1160, Santa Clara, CA 95054
Phone: 408-988-2900 | Fax: 408-988-2907 | naresh@taxguru.com
To the Board of Directors
Intergy Corporation
11875 Dublin Blvd., Suite A-201
Dublin, CA 94566
We have audited the accompanying consolidated balance sheets of Intergy Corporation, and its subsidiary (together referred to as “Intergy”) as of December 31, 2007 and 2006, and the related consolidated statements of income, retained earnings and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. 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. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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, based on our audit, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Intergy Corporation and its subsidiary as of December 31, 2007 and 2006, and the results of their operations and their cash flows for the years then ended in conformity with generally accepted accounting principles.
As described in Note B, the accompanying financial statements of Intergy for the year ended December 31, 2007 have been restated. We therefore withdraw our previous report dated March 5, 2008 on those financial statements, as originally filed.
The Company and its subsidiary, with the consent of its shareholders, have elected under the Internal Revenue Code to be an S corporation. In lieu of corporation income taxes, the shareholders of an S corporation are taxed on their proportionate share of the Company’s taxable income. Therefore, no provision or liability for federal income taxes has been included in these financial statements.
Santa Clara, California
April 30, 2008
INTERGY CORPORATION
CONSOLIDATED BALANCE SHEETS
| | DECEMBER 31, | | DECEMBER 31, | |
| | 2007 | | 2006 | |
| | (RESTATED) | | | |
| | | | | |
ASSETS | | | | | |
| | | | | |
CURRENT ASSETS | | | | | |
Cash | | $ | 126,647 | | $ | 85,325 | |
Trade accounts receivable and unbilled revenue, net of allowance for doubtful debts $58,000 | | 2,084,265 | | 365,372 | |
Advances to officers | | — | | 353,575 | |
Prepaid franchise tax | | 4,979 | | 5,921 | |
TOTAL CURRENT ASSETS | | 2,215,891 | | 810,193 | |
| | | | | |
PROPERTY AND EQUIPMENT, AT COST | | 52,640 | | 32,195 | |
Less: Accumulated depreciation | | (29,588 | ) | (13,121 | ) |
PROPERTY AND EQUIPMENT, NET | | 23,052 | | 19,074 | |
| | | | | |
OTHER ASSETS | | | | | |
Organization expenses, net of accumulated amortization | | 859 | | 1,798 | |
Deposits | | 7,046 | | 5,091 | |
TOTAL OTHER ASSETS | | 7,905 | | 6,889 | |
| | | | | |
| | $ | 2,246,848 | | $ | 836,156 | |
| | | | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | |
| | | | | |
CURRENT LIABILITIES | | | | | |
Trade accounts payable and accrued liabilities | | $ | 912,234 | | $ | 73,655 | |
Payroll liabilities and pension plan accruals | | 61,252 | | 15,778 | |
Accrued franchise tax | | 19,304 | | 9,000 | |
TOTAL CURRENT LIABILITIES | | 992,791 | | 98,433 | |
| | | | | |
SHAREHOLDERS’ EQUITY | | | | | |
Common stock | | 900 | | 900 | |
Retained earnings | | 1,253,158 | | 736,823 | |
TOTAL SHAREHOLDERS’ EQUITY | | 1,254,058 | | 737,723 | |
| | | | | |
| | $ | 2,246,848 | | $ | 836,156 | |
Accompanied notes are an integral part of these financial statements.
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INTERGY CORPORATION
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
| | FOR THE YEAR
ENDED
DECEMBER 31, | | FOR THE YEAR
ENDED
DECEMBER 31, | |
| | 2007 | | 2006 | |
| | (RESTATED) | | | |
| | | | | |
REVENUE: | | | | | |
Contract revenues | | $ | 7,322,824 | | $ | 2,801,105 | |
| | 7,322,824 | | 2,801,105 | |
| | | | | |
LESS: COST OF REVENUES | | 4,137,959 | | 1,758,256 | |
| | 4,137,959 | | 1,758,256 | |
| | | | | |
GROSS PROFIT | | 3,184,865 | | 1,042,849 | |
| | | | | |
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | | 910,715 | | 357,596 | |
| | | | | |
NET INCOME FROM OPERATIONS | | 2,274,151 | | 685,253 | |
| | | | | |
OTHER INCOME | | | | | |
Interest | | 17,208 | | 3,617 | |
Rent | | 6,069 | | — | |
| | 23,277 | | 3,617 | |
| | | | | |
NET INCOME BEFORE TAXES | | 2,297,428 | | 688,869 | |
| | | | | |
INCOME TAXES | | | | | |
S Corporation State Franchise Tax | | (35,346 | ) | (10,437 | ) |
| | | | | |
NET INCOME | | $ | 2,262,082 | | $ | 678,432 | |
| | | | | |
RETAINED EARNINGS, BEGINNING OF YEAR | | $ | 736,823 | | $ | 281,841 | |
| | | | | |
DISTRIBUTIONS TO SHAREHOLDERS | | $ | (1,745,747 | ) | $ | (223,450 | ) |
| | | | | |
RETAINED EARNINGS, END OF YEAR | | $ | 1,253,158 | | $ | 736,823 | |
Accompanied notes are an integral part of these financial statements.
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INTERGY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | FOR THE YEAR | | FOR THE YEAR | |
| | ENDED | | ENDED | |
| | DECEMBER 31, | | DECEMBER 31, | |
| | 2007 | | 2006 | |
| | (RESTATED) | | | |
| | | | | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | |
| | | | | |
Net income | | $ | 2,262,082 | | $ | 678,432 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | |
| | | | | |
Depreciation and amortization | | 17,406 | | 10,708 | |
Changes in operating assets and liabilities: | | | | | |
Trade accounts receivable | | (1,718,893 | ) | (209,011 | ) |
Advances to officers | | 353,575 | | (268,553 | ) |
Prepaid CA franchise tax | | 942 | | (5,121 | ) |
Deposits | | (1,955 | ) | (431 | ) |
Trade accounts payable and accrued liabilities | | 838,579 | | 69,094 | |
Payroll liabilities and pension plan accruals | | 45,475 | | 15,778 | |
Accrued franchise tax | | 10,304 | | 4,579 | |
| | | | | |
NET CASH PROVIDED BY OPERATING ACTIVITIES | | 1,807,514 | | 295,475 | |
| | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | |
| | | | | |
Purchase of property and equipment | | (20,445 | ) | (21,016 | ) |
| | | | | |
NET CASH USED IN INVESTING ACTIVITIES | | (20,445 | ) | (21,016 | ) |
| | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | |
| | | | | |
Distributions to shareholders | | (1,745,747 | ) | (223,450 | ) |
| | | | | |
NET CASH USED IN FINANCING ACTIVITIES | | (1,745,747 | ) | (223,450 | ) |
| | | | | |
NET INCREASE IN CASH | | $ | 41,322 | | $ | 51,009 | |
| | | | | |
CASH AND EQUIVALENTS, BEGINNING OF YEAR | | $ | 85,325 | | $ | 34,316 | |
| | | | | |
CASH AND EQUIVALENTS, END OF YEAR | | $ | 126,647 | | $ | 85,325 | |
Accompanied notes are an integral part of these financial statements.
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INTERGY CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007 AND 2006
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
Intergy Corporation is a specialized resource conservation firm. Intergy provides innovative and effective solutions for energy efficiency, water conservation, and renewable generation to a rapidly growing list of clients. Their projects include energy and water efficiency hardware retrofits, demonstrations of new technologies, energy efficiency education, local government partnerships, solar and renewable generation, and retro-commissioning. The Company also builds IT applications for the energy efficiency and water conservation industry. Clients include the investor-owned utilities across California, municipal utilities, and other companies and non-profits servicing this market.
The Company was incorporated under the laws of the State of California in 2003.
In September 2007, Pinnacle Consulting Group, Inc. was incorporated in California as a wholly-owned subsidiary of Intergy Corporation.
Principles of Consolidation and Basis of Presentation
The consolidated financial statements include the accounts of the company and its majority-owned subsidiary, Pinnacle Consulting Group, Inc., after elimination of intercompany accounts and transactions.
Method of Accounting
The Company prepares its financial statements for reporting and management purposes on accrual basis of accounting and uses cash method of accounting for recognizing income for tax purposes.
Use of Estimates
The preparation of the financial statements in conformity with generally accepted accounting principles 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.
Revenue Recognition
Revenues are primarily derived from engineering services under fixed-fee and time/material arrangements. For fixed-fee contracts the revenue is recognized on the percentage-of-completion method, measured by the proportion of costs incurred to date to estimated total costs for each job. The costs of jobs in process include all direct material and labor costs and those indirect costs related to job performance. Selling, general, and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted jobs are made in the period in which the revisions are determined. The costs of jobs in process are charged to earnings on the percentage-of-completion method used to recognize revenues.
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However, the management treats all its fixed fee contracts as time and material type contracts and recognizes revenue when the following criteria are met: (1) persuasive evidence of the customer arrangement exists, (2) fees are fixed and determinable, (3) delivery and acceptance has occurred, and (4) collectibility is deemed probable.
Accounts Receivable and Allowance for Doubtful Accounts
The Company grants credit terms in the normal course of business to its customers. The Company’s revenues and resulting accounts receivable are derived primarily from organizations in the energy and water industries.
The allowance for doubtful accounts is based on specifically identified amounts that the Company believes to be uncollectible. If actual collections experience changes, revisions to the allowance may be required. No allowance was recorded for 2006 and 2005.
Cash and cash equivalents
The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents.
Furniture and Equipment
Furniture and equipment are depreciated over the estimated useful lives of the assets by using straight-line method of depreciation
Income Taxes
The Company with the consent of its stockholders had elected to be treated as an S corporation, for Federal and California State tax purposes. Income of S corporation is taxed at individual stockholders level and therefore no federal income tax provision is being made in corporate books. However, a tax of 1.5% is assessed on taxable income for state reporting purposes.
NOTE B: RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
The Company has restated its financial statements as of and for the year ended December 31, 2007 to record material change in determination of liabilities estimated earlier for rebates due to customers for energy savings.
The following is a summary of the effects of restatement on (i) the Company’s consolidated balance sheet as of December 31, 2007 and (ii) the Company’s consolidated statement of operations for the year ended December 31, 2007:
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Consolidated Balance Sheet as of December 31, 2007
| | Previously
reported | | Adjustments | | Restated | |
ASSETS | | | | | | | |
| | | | | | | |
CURRENT ASSETS | | | | | | | |
Cash | | $ | 126,647 | | $ | — | | $ | 126,647 | |
Trade accounts receivable and unbilled revenue, net of allowance for doubtful debts $58,000 | | 2,084,265 | | — | | 2,084,265 | |
Prepaid franchise tax | | 4,979 | | — | | 4,979 | |
TOTAL CURRENT ASSETS | | 2,215,891 | | — | | 2,215,891 | |
| | | | | | | |
PROPERTY AND EQUIPMENT, AT COST | | 52,640 | | — | | 52,640 | |
Less: Accumulated depreciation | | (29,588 | ) | — | | (29,588 | ) |
PROPERTY AND EQUIPMENT, NET | | 23,052 | | — | | 23,052 | |
| | | | | | | |
OTHER ASSETS | | | | | | | |
Organization expenses, net of accumulated amortization | | 859 | | — | | 859 | |
Deposits | | 7,046 | | — | | 7,046 | |
| | 7,905 | | — | | 7,905 | |
| | | | | | | |
| | $ | 2,246,848 | | $ | — | | $ | 2,246,848 | |
| | | | | | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | |
| | | | | | | |
CURRENT LIABILITIES | | | | | | | |
Trade accounts payable and accrued liabilities | | $ | 553,858 | | $ | 358,376 | | $ | 912,234 | |
Payroll liabilities and pension plan accruals | | 66,252 | | — | | 61,252 | |
Accrued franchise tax | | 25,304 | | (6,000 | ) | 19,304 | |
TOTAL CURRENT LIABILITIES | | 645,414 | | 352,376 | | 992,791 | |
| | | | | | | |
SHAREHOLDERS’ EQUITY | | | | | | | |
Common stock | | 900 | | — | | 900 | |
Retained earnings | | 1,600,534 | | (347,376 | ) | 1,253,158 | |
TOTAL SHAREHOLDERS’ EQUITY | | 1,601,434 | | (347,376 | ) | 1,254,058 | |
| | | | | | | |
| | $ | 2,246,848 | | $ | — | | $ | 2,246,848 | |
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CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS FOR YEAR ENDED DECEMBER 31, 2007
| | Previously
reported | | Adjustments | | Restated | |
| | | | | | | |
REVENUE: | | | | | | | |
Contract revenues | | $ | 7,322,824 | | $ | — | | $ | 7,322,824 | |
| | 7,322,824 | | — | | 7,322,824 | |
| | | | | | | |
LESS: COST OF REVENUES | | 3,804,583 | | 333,376 | | 4,137,959 | |
GROSS PROFIT | | 3,518,241 | | (333,376 | ) | 3,184,865 | |
| | | | | | | |
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | | 890,715 | | 20,000 | | 910,715 | |
| | | | | | | |
NET INCOME FROM OPERATIONS | | 2,627,526 | | (353,376 | ) | 2,274,151 | |
| | | | | | | |
OTHER INCOME | | | | | | | |
Interest | | 17,208 | | — | | 17,208 | |
Rent | | 6,069 | | — | | 6,069 | |
| | 23,277 | | — | | 23,277 | |
NET INCOME BEFORE TAXES | | 2,650,803 | | (353,376 | ) | 2,297,428 | |
| | | | | | | |
INCOME TAXES | | | | | | | |
S Corporation State Franchise Tax | | 41,346 | | (6,000 | ) | 35,346 | |
| | | | | | | |
NET INCOME | | 2,609,457 | | (347,376 | ) | 2,262,082 | |
| | | | | | | |
RETAINED EARNINGS, BEGINNING OF YEAR | | 736,823 | | — | | 736,823 | |
| | | | | | | |
DISTRIBUTIONS TO SHAREHOLDERS | | (1,745,747 | ) | — | | (1,745,747 | ) |
| | | | | | | |
RETAINED EARNINGS, END OF YEAR | | $ | 1,600,534 | | $ | (347,376 | ) | $ | 1,253,158 | |
NOTE C – LINE OF CREDIT
The Company has a $95,000 revolving line of credit from Citibank, bearing interest rate at prime plus 3%. Borrowings under the line of credit are secured by substantially all assets of the Company and are also personally guaranteed by company’s shareholders. The line of credit was not utilized at December 31, 2007 and 2006.
NOTE D – LEASE COMMITMENTS
The Company leases office facilities under non-cancelable operating lease agreements that expire at various dates through the year 2008. Minimum lease payments are recognized on a straight-line basis over the minimum lease term. The following is a schedule of future minimum lease payments required under the lease:
Year ending December 31, | | | |
2008 | | 6,012 | |
Total rent expense related to the operating leases was $68,921 and $39,192 for the years ended December 31, 2007 and 2006, respectively.
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NOTE E – RELATED PARTY TRANSACTIONS
The Company utilizes the services of a company owned by a shareholder. For the years ended December 31, 2007 and 2006, the Company’s general and administrative expenses include $92,621 and $200,780, respectively, for services received from related parties.
NOTE F – BUSINESS CONCENTRATIONS
The company is subject to risk arising due to business concentration with respect to the sales and trade receivables since 50% and 61%, respectively, of its total sales for the years ended December 31, 2007 and 2006 and 45% and 43%, respectively, of its total trade receivables as of December 31, 2007 and 2006 are on account of trade with two major customers.
NOTE G – EMPLOYEE RETIRMENT PLAN
On January 1, 2006 the Company adopted a Simple IRA employee salary reduction plan covering substantially all employees. Employees may elect to contribute up to 100% of compensation limited to the amount allowed by tax laws. Company contributions are made solely at the discretion of the Company’s Board of Directors. As of December 31, 2007 and 2006, employer contributions accrued for the year are $43,297 and $17,386 respectively.
NOTE H – CONTRACT BACKLOG
Backlog represents the amount of revenue the Company expects to realize from work to be performed on uncompleted contracts in progress at year end and from contractual agreements on which work has not begun.
The following schedule summarizes backlog on contracts at December 31, 2007:
- Intergy Corporation | | $ | 13,479,819 | |
- Pinnacle Consulting Group, Inc. | | 62,000 | |
Total contract backlog | | $ | 13,541,819 | |
Accompanied notes are an integral part of these financial statements.
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