Exhibit 99.2

ADVANCED LIGHTING SYSTEMS, INC.

Unaudited Condensed Financial Statements

June 30, 2007


Advanced Lighting Systems, Inc

Condensed Balance Sheet

 

     (Unaudited)
June 30, 2007
 
ASSETS   

Current Assets:

  

Cash

   $ 370,160  

Trade accounts receivable, less allowance for doubtful accounts of $1,039

     118,736  

Inventories

     602,194  

Prepaid expenses

     54,000  
        

Total current assets

     1,145,090  
        

Property and Equipment:

  

Machinery and equipment

     73,214  

Furniture and fixtures

     55,803  

Computers and software

     34,007  

Autos & Trucks

     32,001  

Leasehold improvements

     10,861  

Property held under capital lease

     46,591  
        
     252,476  

Accumulated depreciation and amortization

     (179,981 )
        

Net property and equipment

     72,494  
        

Intangible assets, net

     31,144  

Goodwill

     252,903  
        
   $ 1,501,631  
        
Liabilities and Stockholder’s Equity   

Current Liabilities:

  

Accounts payable

   $ 176,582  

Accrued liabilities

     46,628  

Line of credit

     198,500  

Deposits

     469,492  

Obligation under capital leases

     6,123  

Notes payable

     400,046  

Notes payable to related party

     57,074  
        

Total current liabilities

     1,354,445  

Obligation under capital leases, less current portion

     27,103  
        

Total liabilities

     1,381,548  

Stockholder’s Equity:

  

Common stock, no par value, 100,000 authorized, 5,000 shares issued and outstanding

     30  

Retained earnings

     120,053  
        

Total stockholder’s equity

     120,083  
        
   $ 1,501,631  
        

See accompanying notes to the unaudited condensed financial statements.

 

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Advance Lighting Systems, Inc.

Condensed Statement of Income (Unaudited)

 

     For Six Months
Ended
June 30, 2007
 

Revenues

   $ 1,100,081  

Cost of sales

     494,545  
        

Gross margin

     605,536  

Operating expenses:

  

Selling, general and administrative

     517,289  

Research and development

     29,093  
        

Total operating expenses

     546,382  
        

Operating income

     59,154  

Non-operating income (expense):

  

Interest expense

     (35,611 )

Other expense

     654  
        

Total non-operating expense, net

     (34,957 )
        

Net income

   $ 24,197  
        

See accompanying notes to the unaudited condensed financial statements.

 

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Advance Lighting Systems, Inc.

Condensed Statement of Cash Flows (Unaudited)

 

     For Six Months
Ended
June 30, 2007
 

Cash flows from operating activities:

  

Net income

   $ 24,197  

Adjustments to reconcile net income to cash provided by operating activities:

  

Depreciation

     22,212  

Amortization of intangible assets and other assets

     1,303  

Changes in operating assets & liabilities

  

(Increase) decrease in:

  

Accounts receivable, net

     (16,572 )

Inventories

     (37,720 )

Increase (decrease) in:

     (50,000 )

Accounts payable

     341  

Customer Deposits

     445,429  

Accrued expenses

     23,920  
        

Total adjustments

     365,398  
        

Net cash flows provided by operating activities

     413,110  

Cash flows from investing activities:

  

Purchases of property and equipment

     (4,739 )
        

Net cash flows used in investing activities

     (4,739 )

Cash flows from financing activities:

  

Payments on notes payable

     (18,220 )

Obligations under capital leases

     (4,625 )

Shareholder distributions

     (7,086 )

Payments on notes payable to related party

     (25,756 )

Proceeds from notes payable

     17,000  
        

Net cash flows used in financing activities

     (38,687 )
        

Net increase in cash

     369,684  

Cash, beginning of period

     476  
        

Cash, end of period

   $ 370,160  
        

Supplemental Disclosure of Cash Flow Information:

  

Cash paid during the period for interest

   $ 35,611  
        

See accompanying notes to the unaudited condensed financial statements.

 

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Advanced Lighting, Systems, Inc.

Notes to Condensed Financial Statements (unaudited)

The accompanying condensed financial statements are unaudited, but in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) necessary to fairly state the Company’s financial position, results of operations and cash flows as of and for the date and period presented. The financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information.

These unaudited condensed financial statements should be read in conjunction with the Company’s audited annual statements for the year ended December 31, 2006. The results of operations for the six months ended June 30, 2007 are not necessarily indicative of the results that may be expected for the entire year ending December 31, 2007 or any future period.

 

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Revenue recognition - Generally, the Company recognizes revenue for its products upon shipment to customers, provided no significant obligations remain and collection is probable. For sales that include customer acceptance terms, revenue is recorded after customer acceptance. The Company’s products typically carry a one-year limited warranty that includes replacement of defective parts. The annual expenses associated with such warranties were not material to operations. A reserve for estimated future warranty costs was recorded.

Income taxes - Effective May 5, 1997, the Company elected to be taxed under the Subchapter S Corporation provisions of the Internal Revenue Code. These provisions provide that the taxable income of the Company be included in the tax returns of the shareholders.

Recent accounting pronouncements – In September 2006, the FASB issued SFAS 157 “Fair Value Measurements.” SFAS 157 simplifies and codifies guidance on fair value measurements under generally accepted accounting principles. This standard defines fair value, establishes a framework for measuring fair value and prescribes expanded disclosures about fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the effect, if any, of adoption of SFAS 157 will have on our financial condition, results of operations and cash flows.

In February 2007, the FASB issued SFAS No. 159, “Fair Value Option for Financial Assets and Financial Liabilities”, (SFAS No. 159) which upon adoption would allow entities to choose to measure many financial instruments and certain other items at fair value through earnings. The standard allows the fair value measurement to be applied instrument by instrument, is irrevocable for any instruments for which such selection is made, and applies to the entire instrument. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact, if any, the adoption of this standard will have on its financial statements.

 

2. INVENTORIES:

Inventories consist of the following:

 

     (Unaudited)
June 30, 2007
 

Raw materials

   $ 482,065  

Work in process

     29,237  

Finished goods

     50,727  

Demo Equipment

     40,165  
        
     602,194  

Less reserve for obsolescence

     (0 )
        

Net inventories

   $ 602,194  
        

 

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Advanced Lighting, Systems, Inc.

Notes to Condensed Financial Statements (unaudited)

 

3. OPERATING LEASES:

On January 2, 2000, the Company entered into a 15 year operating lease agreement with Streitz Properties, LLC, a related party. Pursuant to the lease, on January 2, 2000, the Company relocated to approximately 17,274 square feet of office, distribution and light manufacturing space at a new location in Sauk Centre, Minnesota. Base rent under the lease started on January 2, 2000 at monthly payments of $6,000. In addition to base rent, the Company is required to pay the property’s operating expenses, including property taxes on personal property of the Company on the premises, comprehensive general liability insurance and fire insurance on personal property owned by the Company and all repairs except for repairs to major mechanical systems and roof. The lease provides for a security deposit of $4,000. On the same date the Company entered into a 15 year operating lease with Streitz properties, LLC, a related party, for certain extrusion equipment at a monthly payment of $3,000.

 

4. REVOLVING LINE OF CREDIT:

On September 14, 2005 the Company obtained an asset based revolving line of credit of $125,000 from a financial institution to facilitate working capital needs. The revolving line of credit was extended on September 14, 2006 and on November 22, 2006, was increased to $200,000. The revolving line of credit is scheduled to expire September 14, 2007, which was extended to the date of the acquisition discussed in Note 7 at which time the line was paid in full and closed. As of December 31, 2006, there was $181,500 outstanding under this line of credit and there was an available balance of $18,500. The line is secured by substantially all of the tangible assets of the Company. Interest is at prime plus 2% per annum (10.25% at December 31, 2006) and is payable in full on the expiration date. The agreement includes financial covenants related to maintenance of Minimum Debt Service Coverage. The Company was in compliance with the debt service coverage ratio for the year ended December 31, 2006.

 

5. CAPITAL STOCK:

At June 30, 2007 the Company had 100,000 authorized shares of no par Common Stock with 5,000 shares issued and outstanding. All shares are held by the Company’s President and Chief Executive Officer.

 

6. CONTINGENCIES:

The Company is not currently a party to any pending legal proceedings. In the ordinary course of business the Company may become a party to various legal proceedings generally involving contractual matters, infringement actions, product liability claims and other matters.

 

7. SUBSEQUENT EVENT:

On August 3, 2007, the Company entered into an agreement whereby a wholly-owned subsidiary of Nexxus Lighting, Inc. acquired the Company on September 28, 2007 via a combination of stock and cash acquisition of all shares of the sole shareholder of Advanced Lighting Systems, Inc.

 

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