![[Image]](imgs/EDSRE_pict3.gif){kind=small}
Introduction to Internet
Welcome To
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SolarAttic's Annual
Stockholder's Meeting
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Pre-Meeting Demo
Introduction to Internet
Search engines
Power of the www
How to find SolarAttic
"SolarAttic's site will be covered in more
detail in the management presentation."
Purpose Of Meeting
Elect three directors
Annual Report to shareholders
Q&A Opportunity
Directors election of officers
Corporate Documents
Available To Review
Articles & By-Laws
Stock Ledger
1996 Financial Records & Prior
Stockholder Minutes & Records
Directors Minutes & Records
Reference Materials
Minnesota Statute 302A (Corporation
Act)
Minnesota Statute 80A (Securities
Act)
Minnesota Rules 2875 (Securities
Rules)
Roberts Rules Of Order Revised
SolarAttic IPO Historical Record
SolarAttic Web Site Printed
Reference
SolarAttic Web Site - Search Engine
Review
SolarAttic Web Site - Link Sites
Review
Minnesota Commerce Dept SCOR Draft
Products To Review
Pool Heater Technical Manual
Guide To Pool Heating
Literature Portfolio
Report: How To Calculate Pool Heating
Costs
Report: How To Create An Energy Efficient
Pool
Report: How To Understand Pool Heat
Pumps
Materials To Take
New PCS1 Color Brochure
New PCS1 Marketing Postcard
Updated Space Heater Brochure
GB-Series Preliminary Brochure
7:00 Call to Order
*Quorum Present
*Approval of Agenda
7:15 Business
*Approval of Last Years Minutes
*Resolution to Approve All BOD & Officer Actions
*Nominations for Three Board Members
*Election of Three Board Members
7:30 Management Presentation
*Q&A
9:15 Adjournment
Resolved:
"There being no requests for additions to the
agenda prior
to this annual meeting, the agenda shall hereby be approved
as presented without any changes."
| Motion made by:_________________________________ | |
|---|---|
| Seconded by: | _________________________________ |
| Discussion: | _________________________________ |
| Votes in Favor/Opposing: _________________________ | |
Stockholder Approval Of Minutes
(With waiver of reading them aloud)
Resolved:
"That the minutes of the last stockholder's
meeting which
was the Annual Stockholder's Meeting held on 2/15/96 be
approved as written and without being read aloud (waiver
of reading them aloud)."
| Motion made by:_________________________________ | |
|---|---|
| Seconded by: | _________________________________ |
| Discussion: | _________________________________ |
| Votes in Favor/Opposing: _________________________ | |
Resolved:
"That all purchases, contracts, contributions,
compensations,
acts, decisions, proceedings, elections, and appointments by the Officers
or Board of Directors during 1996, and all matters referred to in the Stockholder
Letters for the Fiscal Year ending 12-31-96 be and the same hereby are approved
and ratified."
| Motion made by:_________________________________ | |
|---|---|
| Seconded by: | _________________________________ |
| Discussion: | _________________________________ |
| Votes in Favor/Opposing: _________________________ | |
Election of Directors
Management recommends the
existing 3 directors be relected:
- Larry Matthews
- Larry Garde
- Ed Palmer
Resolved:
"Motion to open nominations for the board of
directors
for the election of THREE directors to serve for the year
of 1997-1998."
| Motion made by:_________________________________ | |
|---|---|
| Seconded by: | _________________________________ |
| Discussion: | _________________________________ |
| Votes in Favor/Opposing: _________________________ | |
Nomination of: Larry Matthews
Motion made by:__________________________________
Seconded by: __________________________________
Nomination of: Larry Garde
Motion made by:__________________________________
Seconded by: __________________________________
Nomination of: Ed Palmer
Motion made by:__________________________________
Seconded by: __________________________________
Resolved:
"Motion to close nominations for the board of
directors."
| Motion made by:_________________________________ | |
|---|---|
| Seconded by: | _________________________________ |
| Discussion: | _________________________________ |
| Votes in Favor/Opposing: _________________________ | |
Discussion
Any further candidate discussion?
-
-
-
-
-
Resolved:
"Motion to adopt the slate of board of director
candidates as presented."
| Motion made by:_________________________________ | |
|---|---|
| Seconded by: | _________________________________ |
| Discussion: | _________________________________ |
| Votes in Favor/Opposing: _________________________ | |
Management Presentation
1996 In Review
1997 Plans & Goals
Internet Strategy
Sales Strategy
DPO Strategy
Q&A
18-24 Mo. Strategic Plan Last Year's Slide
Keep Pacing Business
Prosecute 4th Patent
Make Foreign Patent Application
Test some Sales Initiatives
Create Ventilation Product
Create Combo Space Heating/Ventilation
Product
Raise additional private investment
capital
Update Financial Model $100M/10Year
Resolve Securities Law Issue with
State
Get Public ASAP
1996 Accomplishments 1
Took space-vent prototype into product
concept
Tested pre-production product concept at
Fair
Acquired Stepanek Pool list of 600,000+
addresses
Started building databases for expanded
sales
Created Internet Web site as a marketing
tool
Located new sheet vendor - Marksman
Metals
Shipped 26 Pool Heating Systems
Advanced the fourth patent
application
Started transition - development to operating
co
1996 Accomplishments 2
Tested sales concept - Business Opportunity
ad
Created preliminary brochure for
GB-Series
Assisted in the creation of "Energy
City"
Supported MEI's Energy Alley efforts
Increased pricing and updated all
literature
Expanded computer system- After April
crash
Studied SCOR & initiated
"Test-the-Waters"
Developed concept for fifth patent -
technology
Ended year in good shape to going into
1997
State Fair Marketing Test
Presentation of preproduction
unit of combined space heating
and ventilation system.
People, again wanted to buy
this product out of the booth.
Space heater itself even looked
better in larger context.
1996 Sales
26 Pool Heating Systems
1 Space Heater (BD465)
![[Image]](imgs/AMtg2_pict0.gif)
| Year | Total | States | (YEAR FIRST SHIPPED TO) | |
|---|---|---|---|---|
| 1988 | 1 | Florida | ||
| 1989 | 2 | Minnesota | ||
| 1990 | 3 | California | ||
| 1991 | 9 | Kentucky, Georgia, New York, New Jersey, North Carolina, Connecticut | ||
| 1992 | 13 | Arizona, Wisconsin, Ohio, Massachusetts | ||
| 1993 | 17 | Maryland, Texas, Michigan, Tennessee | ||
1994 |
24 |
Arkansas, Indiana, New Hampshire, Missouri, Nebraska, South Carolina, Pennsylvania | ||
| 1995 | 27 | Alabama, Louisiana, Mississippi | ||
| 1996 | 29 | Oregon, Washington | ||
1996 Pool Inquiries
No PR or Advertising - Quiet
266 Pool Inquiries (529 Total)
Followup Calls Made - JK
26 Pool System Sales
9.77% DM Response Rate
TOP 4 Inquiry Sources
326 State Fair
Pool & Spa News 49
Dulley 1995 Article 25
Referrals 23
1995 Dulley Inquiries
April 23, 1995 Dulley PR
326 Inquiries Received
Followup Calls Made - JK
23 Dulley Sales (29 Total)
7.05% DM Response Rate
Financial Review
1996 Operations Summary
Cash Resources
Balance Sheet 12/31/96
Equity Growth
Commentary
Non-GAAP Adjusted
Unaudited Company Data
SolarAttic spent the majority of the time during
1996 still in a development mode. This included
prosecuting the fourth patent and developing
the combination space heating-ventilation system.
It also included regrouping and planning for the
next DPO. SolarAttic staredt the transition to an
operating entity. A fifth patent opportunity was
discovered contingent upon the 4th issuing. Cash
was still the major limiting factor throughout the
year.
| Net Sales | 46967.98 |
|---|---|
| Cost of Goods Sold | 24168.47 |
| Gross Profit | 22799.51 |
| Expenses | |
|---|---|
| R & D | 51022.67 |
| Salaries & Wages | 21600.00 |
| Amortization | 9782.26 |
| Marketing | 8047.68 |
| Repairs | 6464.59 |
| Medical | 6116.20 |
| Interest | 6073.41 |
| Depreciation | 3988.43 |
| Transaction Fees | 3870.02 |
| Utility | 3015.77 |
| Rent | 2988.00 |
| Office Supplies | 2799.33 |
| Auto | 2200.78 |
| Payroll Taxes | 2006.78 |
| Mfr Supplies | 1801.27 |
| Legal | 1610.00 |
| Telephone | 1597.47 |
| Software | 1597.33 |
| Tax Expense | 1506.65 |
| Online Services | 1467.04 |
|---|---|
| Computer Supplies | 1068.39 |
| Postage | 1045.31 |
| Book | 869.17 |
| Training | 787.50 |
| Travel | 727.07 |
| Long Distance Calls | 714.31 |
| Printing | 688.79 |
| Sales Dept | 597.78 |
| Audio/CD/Video | 597.62 |
| Data Processing/Entry | 545.00 |
| T & E | 543.85 |
| Insurance | 541.00 |
| Maintenance | 504.05 |
| Computer Repairs | 474.67 |
| Dues | 436.00 |
| Subscriptions | 423.56 |
| Expendable Tools | 224.43 |
| Advertising | 199.25 |
| Misc | 120.11 |
| Bank Charge | 44.16 |
| Warranty | 15.77 |
| Total Expenses | 150723.47 |
| Net Income | -127923.96 |
Account Totals |
Non-Cash |
|
| R & D | 51022.67 | 43205.96 |
|---|---|---|
| Amortization | 9782.26 | 9782.26 |
| Marketing | 8047.68 | 6305.35 |
| Repairs | 6464.59 | 6010.00 |
| Medical | 6116.20 | 2140.25 |
| Depreciation | 3988.43 | 3988.43 |
| Transaction Fees | 3870.02 | 2301.00 |
| 89291.85 | 73733.25 |
![[Image]](imgs/AMtg2_pict1.gif)
| Current Assets | |
|---|---|
| Current Inventory | 40,927.08 |
| Cash 1 | 29,698.02 |
| Prepaid Expenses | 3,025.00 |
| Accounts Receivable | 429.71 |
| Total Current Assets | 74,079.81 |
| Fixed Assets | |
|---|---|
| Accumulated Amortization | (30,987.54) |
| Accumulated Depreciation | (24,708.87) |
| U.S. Patent Re. 32,607 | 61,200.00 |
| Stepanek Pool List | 33,000.00 |
| Computer Hardware | 27,448.58 |
| Office Equipment & Fixtures | 5,505.74 |
| New Machinery & Equipment | 4,385.94 |
| Signs & Displays | 4,301.46 |
| TSA - LH Improvements | 3,932.00 |
| Used Machinery & Equipment | 300.00 |
| Total Fixed Assets | 84,377.31 |
| Current Liabilities | |
|---|---|
| Current Maturities-LB Mtg | 544.06 |
| Accounts Payable | (291.65) |
| Use Tax Payable | 393.23 |
| Accrued FICA | 271.65 |
| Accrued MN Income W/H | 32.28 |
| Accrued FED Income W/H | 3.75 |
| Total Current Liabilities | 953.32 |
| Long-Term Liabilities | |
|---|---|
| Long Beach Mtg | 89,455.94 |
| Total Long-term Liabilities | 89,455.94 |
| Owners Equity | |
|---|---|
| Equity Accounts | |
| Common Stock (NO PAR) | 544,352.60 |
| Retained Earnings | (348,380.78) |
| Net Income 1996 | (127,923.96) |
| Total Equity Accounts | 68,047.86 |
Shares Outstanding
8,977,216 Issued
1,665,993 Options
Ratio Analysis
Current Ratio 78:1
- Current Assets/Current Liabilities
Quick Ratio 35:1
- Current Assets - Inventory/Current Liabilities
Cash Ratio 31:1
- Cash Account/Current Liabilities
Debt Ratio 57%
- Total Liabilities/Total Assets * 100
Net Working Capital $73,126
- Current Assets - Current Liabilities
![[Image]](imgs/AMtg2_pict2.gif)
"This is the year SolarAttic moves from
being a developmental entity into a being a full operating entity. This is
SolarAttic's
breakaway year!"
![[IMAGE Image0.GIF]](imgs/Image0.GIF){kind=small}
President
Technology Continues
Prosecute Fourth Patent
- Continuation Application 08/717,148
File Internationally 4th Patent
- New Filing Deadline 11/22/96
Fifth Patent
- Possible if fourth patent issues
- After we are fully operational
1997 Strategic Plan
Ramp Up Sales via direct mktg
Expand Product Offerings
Expand WEB Site
Test-The-Waters DPO
Expand Capital Resources
1997 Specific Objectives
Full-time sales via postcard & db in pool
market
Prosecute 4th Patent & make foreign
application
Start production of combo space-vent
product
Create Ventilation Product
Install ventilation product into Energy City
Home
Present ventilation product at MN State
Fair
Raise additional private investment
capital
Update Financial Model $100M/10Year
Get Public ASAP via DPO Strategy
![[Image]](imgs/AMtg2_pict4.gif)
Internet Search Engines
Alta Vista
Yahoo
Excite
Web Crawler
Hot Bot
Infoseek
Many others
Internet Strategy
On Line Highlights
- PrimeHost Control Panel (Hits & Pareto Analysis)
- Search engine test of "SolarAttic" name
- Site links to other web areas
- PDF file strategy
- AOL Mail
pickup
Off Line Highlights
- Netscape site details
- AOL Press miniweb
DPO Strategies
Test-the-Waters via web site
- Build database of Investors
- Identify where to make SCOR filings
- Limit expenses vis FORM U-7
>> Format as standard prospectus
If needed, bypass Minnesota
Help MN Develop SCOR
IPO-What Worked?
Legal Strategy
Printing Strategy
Marketing Strategy
PR Strategy
SEC Chicago Office
Fallback Financial Strategy
IPO-What Didn't?
Audit Strategy
Management Strategy
Cash Resources
Time - Too Short a Period
MN Bureaucrat's Law Violations
IPO Expense Analysis
n Accounting 14,350.00 30.55%
n Advertising 12,607.61 26.84
n Legal 8,832.50 18.80
n Printing 4,487.93 9.55
n Postage 3,388.88 7.21
n Government Fees 1,167.25 2.48
n Public Relations 1,075.00 2.29
n Office Supplies 800.04 1.70
n Misc 267.50 0.57
n Escrow Fees 0.00 0.00
n TOTALS $46,976.71 100.00%
MN Securities Division
Denied 80A15 (2) (a) (2) filing
- Stated we were advertising securities
- This would be illegal
& no stop order is
issued to 'prevent' sales
Approved 80A15 (2) (a) (p) sales
SCOR "Attitudes" Revealed
Offered our web site as "test"
![[IMAGE Image1.GIF]](imgs/Image1.GIF)
![[IMAGE Image2.GIF]](imgs/Image2.GIF)
Senate Author
- Senator Ed Oliver @ 296-4837
House Author- File #379
- Representative Ron Abrams @ 296-9934
ASSUMPTIONS
CALCULATIONS
General Q&A
Any question needing answers?
"This is the year SolarAttic moves from
being a developmental entity into a being a full operating entity. This is
SolarAttic's
breakaway year!"
![[IMAGE Image3.GIF]](imgs/Image3.GIF){kind=small}
President