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10-Q 1 a09-31273_110q.htm 10-Q
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2009
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from XXXXXXXXXXto
Commission file number XXXXXXXXXX
LIME ENERGY CO.
(Exact name of registrant as specified in its charter)
Delaware
XXXXXXXXXX
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
1280 Landmeier Road, Elk Grove Village, Illinois XXXXXXXXXX
(Address of principal executive offices, including zip code)
XXXXXXXXXX
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ XXXXXXXXXXof this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smalle
eporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
Large Accelerated Filer
Accelerated Filer
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Non-Accelerated Filer
Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
23,492,531 shares of the registrant’s common stock, $.0001 par value per share, were outstanding as of November 11, 2009.
Table of Contents
LIME ENERGY CO.
FORM 10-Q
For The Quarter Ended September 30, 2009
INDEX
Page
Numbe
Part I Financial Information
ITEM 1. Financial Statements:
Condensed Consolidated Balance Sheets September 30, 2009 (unaudited) and December 31,
2008
1
Unaudited Condensed Consolidated Statements of Operations Three months and Nine months
ended September 30, 2009 and 2008
3
Unaudited Condensed Consolidated Statement of Stockholders’ Equity Nine months ended
September 30, 2009
4
Unaudited Condensed Consolidated Statements of Cash Flows Nine months ended
September 30, 2009 and 2008
5
Notes to Condensed Consolidated Financial Statements
7
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
21
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
35
ITEM 4. Controls and Procedures
35
Part II. Other Information
ITEM 1A. Risk Factors
36
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
42
ITEM 6. Exhibits
43
Signatures
44
Table of Contents
PART I - FINANCIAL INFORMATION
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ITEM 1. Financial Statements
Lime Energy Co.
Condensed Consolidated Balance Sheets
(in thousands)
September 30,
December 31,
2009
2008 (1)
(unaudited)
Assets
Cu
ent assets
Cash and cash equivalents
$ 24,217
$ 3,734
Accounts receivable, net
23,890
24,227
Inventories
316
665
Costs and estimated earnings in excess of billings on uncompleted contracts
3,624
4,078
Prepaid expenses and othe
892
1,418
Total Cu
ent Assets
52,939
34,122
Net Property and Equipment
1,962
2,081
Long Term Receivables
633
1,031
Defe
ed Financing Costs, net
298
4
Intangibles, net
6,328
7,137
Goodwill
18,627
18,513
$ 80,787
$ 62,888
1
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Lime Energy Co.
Condensed Consolidated Balance Sheets
(in thousands)
September 30,
December 31,
2009
2008 (1)
(unaudited)
Liabilities and Stockholders’ Equity
Cu
ent liabilities
Lines of Credit
$ —
$ 3,987
Cu
ent portion of long-term debt
194
187
Accounts payable
13,251
15,452
Accrued expenses
3,112
3,855
Billings in excess of costs and estimated earnings on uncompleted contracts
1,538
1,958
Defe
ed revenue
—
358
Customer deposits
777
1,289
Total Cu
ent Liabilities
18,872
27,086
Defe
ed Revenue
6
90
Long-Term Debt, less cu
ent portion
575
5,717
Defe
ed Tax Liability
1,034
1,034
Total Liabilities
20,487
33,927
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Stockholders’ Equity
Prefe
ed stock, $0.01 par value; 1,000 authorized, 0 and 359 issued as of September 30,
2009 and December 31, 2008, respectively (liquidation value of $0 and $14,707 as of
September 30, 2009 and December 31, 2008, respectively)
—
4
Common stock, $0.0001 par value; 50,000 shares authorized 22,730 and 9,555 issued as of
September 30, 2009 and December 31, 2008, respectively
2
1
Additional paid-in capital
177,286
134,390
Accumulated deficit
(116, XXXXXXXXXX,434)
Total Stockholders’ Equity
60,300
28,961
$ 80,787
$ 62,888
See accompanying notes to condensed consolidated financial statements
(1) Derived from audited financial statements in the Company’s annual report on Form 10-K for the year ended December 31,
2008
2
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Lime Energy Co.
Unaudited Condensed Consolidated Statements of Operations
(in thousands, except per share data)
Three Months
Nine Months
Ended September 30,
Ended September 30,
2009
2008
2009
2008
Revenue
$ 21,003
$ 17,709
$ 50,523
$ 26,334
Cost of sales
16,524
13,388
40,397
21,075
Gross Profit
4,479
4,321
10,126
5,259
Selling, general and administrative
5,731
5,509
16,513
12,331
Amortization of intangibles
269
602
927
984
Operating Loss
(1,521) (1,790) (7,314) (8,056)
Other Income (Expense)
Interest income
30
13
92
70
Interest expense
(2, XXXXXXXXXX,907) (1,862)
Total other income (expense)
(1, XXXXXXXXXX,815) (1,792)
Loss from continuing operations before discontinued
operations
(3,495) (2, XXXXXXXXXX,129) (9,848)
Discontinued Operations:
Loss from operation of discontinued business
XXXXXXXXXX,425) (2,055)
Net Loss
(3,891) (3, XXXXXXXXXX, XXXXXXXXXX,903)