Exhibit 99.3
Unaudited Pro Forma Condensed Consolidating Financial Statements
On September 28, 2007 Nexxus Lighting, Inc. (Nexxus) completed its acquisition of Advanced Lighting Systems, Inc. (ALS) through a wholly owned subsidiary of Nexxus. The following unaudited pro forma condensed consolidating financial statements have been prepared to give effect to the completed acquisition, which was accounted for as a purchase.
The unaudited pro forma condensed consolidating balance sheet as of June 30, 2007, and the unaudited pro forma condensed consolidating statements of operations for the six months ended June 30, 2007 and the year ended December 31, 2006, are presented herein. The unaudited pro forma condensed consolidating balance sheet was prepared using the historical balance sheets of Nexxus and ALS as of June 30, 2007. The unaudited pro forma condensed consolidating statements of operations were prepared using the historical statements of operations of Nexxus and ALS for the six months ended June 30, 2007 and for the year ended December 31, 2006.
The unaudited pro forma condensed consolidating balance sheet gives effect to the acquisition as if it had been completed on June 30, 2007, and consolidates the unaudited condensed balance sheets of Nexxus and ALS. The unaudited pro forma condensed consolidating statements of operations for the six months ended June 30, 2007 and for the year ended December 31, 2006 gives effect to the acquisition as if it had occurred on January 1, 2006.
The unaudited pro forma condensed consolidating financial statements presented are based on the assumptions and adjustments described in the accompanying notes. The unaudited pro forma condensed consolidating financial statements are presented for illustrative purposes and do not purport to represent what the financial position or results of operations actually would have been if the events described above occurred as of the dates indicated or what such financial position or results would be for any future periods. The unaudited pro forma condensed consolidating financial statements, and the accompanying notes, are based upon the respective historical financial statements of Nexxus and ALS, and should be read in conjunction with Nexxuss historical financial statements and related notes, Nexxuss Managements Discussion and Analysis of Financial Condition and Results of Operation contained in Nexxuss Annual Report on Form 10-KSB for the year ended December 31, 2006 and Form 10-QSB for the six months ended June 30, 2007, and ALSs financial statements presented herein.
Nexxus Lighting, Inc.
Unaudited Pro Forma Condensed Consolidating Balance Sheet
| As of June 30, 2007 | ||||||||||||||||||
| Historical Nexxus |
Historical ALS |
Pro Forma Adjustments |
Pro Forma Consolidated |
|||||||||||||||
| ASSETS: | ||||||||||||||||||
| Current Assets: |
||||||||||||||||||
| Cash & cash equivalents |
$ | 2,548,426 | $ | 370,160 | $ | (911,000 | ) | A | $ | 1,318,740 | ||||||||
| (688,846 | ) | A | ||||||||||||||||
| Restricted investments |
500,000 | | 500,000 | |||||||||||||||
| Investments |
4,165,252 | | 4,165,252 | |||||||||||||||
| Net accounts receivable |
1,383,071 | 118,736 | 1,501,807 | |||||||||||||||
| Inventories, net of reserve |
3,212,693 | 602,194 | 3,814,887 | |||||||||||||||
| Prepaid expenses |
309,164 | 54,000 | 363,164 | |||||||||||||||
| Other assets |
28,777 | | 28,777 | |||||||||||||||
| Total current assets |
12,147,383 | 1,145,090 | (1,599,846 | ) | 11,715,960 | |||||||||||||
| Property and equipment |
4,192,269 | 252,476 | (179,981 | ) | B | 4,264,763 | ||||||||||||
| Accumulated depreciation and amortization |
(2,810,465 | ) | (179,981 | ) | 179,981 | B | (2,810,465 | ) | ||||||||||
| Net property and equipment |
1,381,804 | 72,494 | | 1,454,297 | ||||||||||||||
| Patents and trademarks, net of accumulated amortization |
271,723 | 16,298 | 288,021 | |||||||||||||||
| Goodwill |
252,903 | 2,511,525 | C | 2,764,428 | ||||||||||||||
| Other intangible assets net of accumulated amortization |
78,713 | 14,846 | (14,846 | ) | C | 78,713 | ||||||||||||
| Other assets |
84,714 | | | 84,714 | ||||||||||||||
| 13,964,337 | 1,501,631 | $ | 896,833 | $ | 16,362,801 | |||||||||||||
| LIABILITIES AND STOCKHOLDERS EQUITY | ||||||||||||||||||
| Current Liabilities: |
||||||||||||||||||
| Accounts payable |
1,767,644 | 176,582 | | 1,944,226 | ||||||||||||||
| Accrued liabilities |
| 46,628 | 288,762 | D | 335,390 | |||||||||||||
| Related party payable |
1,500 | | 1,500 | |||||||||||||||
| Accrued compensation and benefits |
105,121 | | 105,121 | |||||||||||||||
| Notes payable |
412,500 | | 412,500 | |||||||||||||||
| Revolving line of credit |
1,246,558 | 198,500 | (198,500 | ) | E | 1,246,558 | ||||||||||||
| Current portion of deferred rent |
53,832 | | 53,832 | |||||||||||||||
| Current portion of notes payable |
| 400,046 | (400,046 | ) | E | | ||||||||||||
| Current portion of notes due to related party |
6,502 | 57,074 | (57,074 | ) | E | 6,502 | ||||||||||||
| Current portion of capital lease obligations |
| 6,123 | (6,123 | ) | E | | ||||||||||||
| Customers Deposits |
19,227 | 469,492 | 488,719 | |||||||||||||||
| Total current liabilities |
3,612,884 | 1,354,445 | (372,980 | ) | 4,594,348 | |||||||||||||
| Deferred rent, less current portion |
201,870 | | 201,870 | |||||||||||||||
| Capital lease obligations, less current portion |
4,334 | 27,103 | (27,103 | ) | E | 4,334 | ||||||||||||
| Total liabilities |
3,819,088 | 1,381,548 | (400,083 | ) | 4,800,552 | |||||||||||||
| Stockholders Equity |
||||||||||||||||||
| Class A common stock |
6,714 | | 260 | F | 6,974 | |||||||||||||
| Common Stock |
| 30 | (30 | ) | F | | ||||||||||||
| Additional paid-in capital |
19,128,862 | | 1,416,740 | F | 20,545,602 | |||||||||||||
| Accumulated deficit |
(8,990,327 | ) | 120,053 | (120,053 | ) | F | (8,990,327 | ) | ||||||||||
| Total stockholders equity |
10,145,249 | 120,083 | 1,273,583 | 11,562,249 | ||||||||||||||
| $ | 13,964,337 | $ | 1,501,631 | $ | 896,833 | $ | 16,362,801 | |||||||||||
See accompanying notes to the unaudited pro forma condensed consolidating financial statements.
Nexxus Lighting, Inc.
Unaudited Pro Forma Condensed Consolidating Statements of Income
| For the six months ended June 30, 2007 | ||||||||||||||||||
| Historical Nexxus |
Historical Advanced |
Pro Forma Adjustments |
Pro Forma Consolidated |
|||||||||||||||
| Revenues |
$ | 4,975,024 | $ | 1,100,081 | $ | | $ | 6,075,105 | ||||||||||
| Cost of sales |
3,594,395 | 494,545 | | 4,088,940 | ||||||||||||||
| Gross Profit |
1,380,629 | 605,536 | | 1,986,165 | ||||||||||||||
| Operating expenses: |
||||||||||||||||||
| Selling, general and administrative |
2,520,434 | 517,289 | | 3,037,723 | ||||||||||||||
| Research and development |
210,618 | 29,093 | | 239,711 | ||||||||||||||
| Total operating expenses |
2,731,052 | 546,382 | | 3,277,434 | ||||||||||||||
| Operating Income (Loss) |
(1,350,423 | ) | 59,154 | | (1,291,269 | ) | ||||||||||||
| Non-Operating Income (Expense): |
0 | |||||||||||||||||
| Interest income |
129,212 | | (28,094 | ) | G | 101,118 | ||||||||||||
| Interest expense |
(19,353 | ) | (35,611 | ) | 35,611 | G | (19,353 | ) | ||||||||||
| Other income (expense) |
17,002 | 654 | | 17,656 | ||||||||||||||
| Total non-operating income (expense) |
126,861 | (34,957 | ) | 7,517 | 99,421 | |||||||||||||
| Net Income (Loss) |
$ | (1,223,562 | ) | $ | 24,197 | $ | 7,517 | $ | (1,191,848 | ) | ||||||||
| Net Loss Per Common Share: |
||||||||||||||||||
| Basic and diluted loss per share |
$ | (0.18 | ) | $ | (0.17 | ) | ||||||||||||
| Weighted average shares outstanding |
||||||||||||||||||
| Basic and diluted |
6,653,111 | 260,000 | H | 6,913,111 | ||||||||||||||
See accompanying notes to the unaudited pro forma condensed consolidating financial statements.
Nexxus Lighting, Inc.
Unaudited Pro Forma Condensed Consolidating Statements of Income
| For the Year Ended December 31, 2006 | ||||||||||||||||||
| Historical Nexxus |
Historical Advanced |
Pro Forma Adjustments |
Pro Forma Consolidated |
|||||||||||||||
| Revenues |
$ | 11,001,011 | $ | 2,160,359 | $ | | $ | 13,161,370 | ||||||||||
| Cost of sales |
7,064,461 | 1,041,288 | 8,105,749 | |||||||||||||||
| Gross Profit |
3,936,550 | 1,119,071 | | 5,055,621 | ||||||||||||||
| Operating expenses: |
||||||||||||||||||
| Selling, general and administrative |
6,040,523 | 986,960 | 7,027,483 | |||||||||||||||
| Research and development |
538,298 | 33,410 | 571,708 | |||||||||||||||
| Gain on disposal of fixed assets |
(593 | ) | (773 | ) | (1,366 | ) | ||||||||||||
| Gain on termination of capital lease, net of Impairment |
(506,367 | ) | | (506,367 | ) | |||||||||||||
| Total operating expenses |
6,071,861 | 1,019,597 | | 7,091,458 | ||||||||||||||
| Operating Income (Loss) |
(2,135,311 | ) | 99,474 | | (2,035,837 | ) | ||||||||||||
| Non-Operating Income (Expense): |
| |||||||||||||||||
| Interest income |
38,488 | | 38,488 | |||||||||||||||
| Loss on investments |
(3,482 | ) | | (3,482 | ) | |||||||||||||
| Interest expense |
(356,320 | ) | (63,134 | ) | (113,518 | ) | G | (469,837 | ) | |||||||||
| 63,134 | G | |||||||||||||||||
| Other income |
221,622 | 485 | 222,107 | |||||||||||||||
| Total non-operating expense |
(99,692 | ) | (62,649 | ) | (50,384 | ) | (212,724 | ) | ||||||||||
| Net Income (Loss) |
$ | (2,235,003 | ) | $ | 36,825 | $ | (50,384 | ) | $ | (2,248,562 | ) | |||||||
| Net Loss Per Common Share: |
||||||||||||||||||
| Basic and diluted loss per share |
$ | (0.80 | ) | $ | (0.74 | ) | ||||||||||||
| Weighted average shares outstanding |
||||||||||||||||||
| Basic and diluted |
2,810,187 | 260,000 | H | 3,070,187 | ||||||||||||||
See accompanying notes to the unaudited pro forma condensed consolidating financial statements.
Nexxus Lighting, Inc.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Note 1. Basis of Presentation
The unaudited pro forma condensed consolidating statements of income of Nexxus Lighting, Inc. (Nexxus) for the six months ended June 30, 2007 and the year ended December 31, 2006 give effect to the acquisition of Advanced Lighting Systems, Inc. (ALS) as if it had been completed on January 1, 2006. The unaudited pro forma condensed consolidating balance sheet as of June 30, 2007 gives effect to the acquisition of ALS as if it had occurred on June 30, 2007.
The unaudited pro forma condensed consolidating statements of income and unaudited pro forma condensed consolidated balance sheet were derived by adjusting Nexxuss historical financial statements for the acquisition of ALS. The unaudited pro forma condensed consolidated balance sheet and unaudited pro forma condensed consolidated statements of income are provided for informational purposes only and should not be construed to be indicative of Nexxuss financial position or results of operations had the transaction been consummated on the dates indicated and do not project Nexxuss financial position or results of operations for any future period or date.
The unaudited pro forma condensed consolidating balance sheet and unaudited condensed consolidating statements of income and accompanying notes should be read in conjunction with Nexxuss historical financial statements and related notes, Nexxuss Managements Discussion and Analysis of Financial Condition and Results of Operation contained in Nexxuss Annual Report on Form 10-KSB for the year ended December 31, 2006 and Form 10-QSB for the six months ended June 30, 2007, and ALSs financial statements presented herein.
Note 2. Preliminary Purchase Price
The unaudited pro forma condensed consolidating financial statements reflect a preliminary purchase price of $3,305,608 (including acquisition costs of $288,762, all of which are reflected as accrued liabilities). Of the total preliminary purchase price, $1,599,846 was assumed to be financed with borrowings as Nexxuss available cash and short-term investment balances were not sufficient at January 1, 2006, plus 260,000 shares of common stock valued at $1,417,000 on the date of the acquisition. The purchase price is subject to change since stipulations in the purchase agreement, such as the working capital adjustment which is to be finalized during a 75 day period subsequent to the closing date, which has yet to be finalized. Note these amounts do not include any shares which could be made available to the seller of ALS through future earnouts as contemplated by the purchase agreement.
In the accompanying June 30, 2007 unaudited pro forma condensed consolidated balance sheet, the total purchase price is allocated to the tangible and identifiable intangible assets and the liabilities of ALS based on their estimated fair values as of the date of the acquisition in accordance with the purchase method of accounting.
The excess of the purchase price over the fair value of acquired assets and liabilities is allocated to goodwill as follows:
| Cash |
$ | 370,160 | ||
| Accounts receivable |
118,736 | |||
| Inventories |
602,194 | |||
| Other current assets |
54,000 | |||
| Property, plant and equipment |
72,494 | |||
| Goodwill |
2,511,525 | |||
| Patents |
16,298 | |||
| Other long-term assets |
252,903 | |||
| Accounts payable |
(176,582 | ) | ||
| Accrued expenses |
(46,628 | ) | ||
| Deposits |
(469,492 | ) | ||
| Total Purchase Price |
3,305,608 | |||
Note 3. Pro Forma Adjustments
The pro forma adjustments made herein are based upon managements preliminary estimates of the value of the tangible and intangible assets acquired. These estimates are subject to finalization.
A Reduction in Cash and Investments due to Acquisition: Cash and Investments were reduced to reflect the cash paid to the previous owner and the amount of debt paid off at the closing of the transaction.
B Record fair market value of Fixed Assets Acquired: Fixed assets were recorded at fair market value at the date of acquisition. These pro forma calculations assume net book value of fixed assets approximates fair market value.
C Increase in other intangible assets due to Acquisition: Other intangible assets were increased to reflect the recording of Goodwill (purchase price amount over the value of the assets acquired). See Note 2. Also includes the write off of deferred financing fees incurred in connection with obtaining financing that was paid off as part of the Acquisition and a write off of a previous technology licensing agreement between ALS and Nexxus.
D Increase in accrued liabilities: Accrued liabilities increased to reflect the transaction costs of the acquisition of ALS.
E Decrease in various debt and capital lease accounts: The decrease in the debt and capital leases reflect payoff of all amounts borrowed at the time of the acquisition.
F Change in Equity accounts due to Acquisition: Reflects the change in the equity accounts due to the acquisition of ALS and issuance of shares to the seller of ALS.
G Reduction in Interest Income and Decrease in Interest Expense due to Acquisition:
For the Six Months ended June 30, 2007: Interest income has been reduced to reflect a $1,599,846 reduction of Nexxus cash and short term investments, which is the amount of cash paid in connection with the ALS acquisition. As more fully discussed in Nexxus Annual Report on Form 10-KSB for the year ended December 31, 2006 and Form 10-QSB for the six months ended June 30, 2007, Nexxus raised capital in December 2006 which was sufficient to repay any borrowings assumed in the pro forma calculations in the consolidating statement of income for the year ended December 31, 2006. Additionally, interest expense was decreased for 2006 to reflect the payoff of ALS loans by Nexxus at the date of the merger.
For the Year ended December 31, 2006: Interest expense has been increased to reflect borrowings of $1,599,846 which Nexxus would have been required to borrow as Nexxus did not have sufficient cash and short term investments at January 1, 2006. Interest expense was also decreased to reflect the payoff of ALS loans by Nexxus at January 1, 2006.
H Change in the Weighted Average Shares Outstanding: The weighted average shares outstanding have been increased to reflect the 260,000 shares issued in connection with the ALS acquisition. This does not include any shares available to the seller of ALS through future earnouts included in the purchase agreement.