Capstone Energy Plus, Inc. (CGEH): auditor change — Capstone Green Energy restates financials for bill-and-hold revenue errors, issues $3M in notes

Capstone Energy Plus, Inc.

Company issued $3M additional senior secured notes at SOFR+8.75%, due Sept 2024, to fund operations.
Audit committee found FY2021, FY2022, and first three quarters of FY2023 financials are materially incorrect.
Errors relate to bill-and-hold revenue recognition; restatement not yet completed, full impact undetermined.
Company has not timely filed FY2023 10-K or FY2024 Q1 10-Q; FY2024 Q2 10-Q may also be delayed.
Negotiations with lender for near-term financing resolution ongoing, but no assurance of success.

item 1.01 item 2.03 item 4.02 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Auditor Changes SEC 8-K Item 4.01/4.02 confidence 0.9

Capstone Energy Plus, Inc. reported that prior financial statements should not be relied upon.

Action: non reliance
Auditor: Marcum LLP

Exact text from the filing

the Company’s previously issued consolidated financial statements as of each and for each of the following fiscal periods are materially incorrect, require restatement and should no longer be relied upon

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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Capstone Energy Plus, Inc. incurred senior notes of $3,000,000 with Goldman Sachs Specialty Lending Group, L.P. at SOFR Rate plus 8.75% per annum maturing September 1, 2024.

Instrument: senior notes
Principal: $3,000,000
Counterparty: Goldman Sachs Specialty Lending Group, L.P.
Rate: SOFR Rate plus 8.75% per annum
Maturity: September 1, 2024
Event: incurrence

Exact text from the filing

the Company issued and the Purchaser purchased for $3,000,000 in cash additional senior secured notes on the Effective Date (the “Additional Notes”). The Additional Notes bear interest at the SOFR Rate plus 8.75% per annum

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Capstone Energy Plus, Inc. amended Sixth Amendment with Goldman Sachs Specialty Lending Group, L.P. valued at $3,000,000 (effective 2023-09-22).

Action: amendment
Agreement: notes offering
Counterparty: Goldman Sachs Specialty Lending Group, L.P.
Value: $3,000,000
Effective: 2023-09-22

Exact text from the filing

On September 22, 2023 (the “Effective Date”), Capstone Green Energy Corporation (the “Company”) entered into a Sixth Amendment (the “Sixth Amendment”) to the Amended and Restated Note Purchase Agreement dated October 1, 2020

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Capstone Energy Plus, Inc. filing history →

Source: SEC EDGAR

accession 0001558370-23-015948

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