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CALGARY, April 24 /CNW/ - Alter NRG Corp. (the "Company" or "Alter NRG") is pleased to report on its corporate activities and financial results for the three-month and twelve-month periods ended December 31, 2007. The following are the highlights for the 2007 fiscal year and the period up to April 23, 2008:
2007 HIGHLIGHTS (TO APRIL 23, 2008)
- Completed an Initial Public Offering (IPO) whereby 17,888,889 common
shares were issued at a price of $2.25 per share for gross proceeds
of $40.2 million (April 2007)
- Closed the US$29 million acquisition of Westinghouse Plasma
Corporation ("WPC"), a world-class plasma gasification technology
company (April 2007)
- Effected a re-organization of Alter NRG from a Trust structure to a
Corporate structure (April 2007)
- Listed Alter NRG's Common Shares on the TSX Venture Exchange under
the symbol "NRG" (April 2007)
- Announced a five-year technology license and partnership agreement
with NRG Energy, Inc. and obtained the option to invest in all future
NRG Energy developed retrofit projects; the first of which was in
advanced stages of regulatory approval (April 2007)
- Commissioned an independent evaluation of the Fox Creek and Hinton
coal assets resulting in an estimate of 876 million tonnes of
resource in place (May 2007)
- Sold plasma torch systems to SMS Infrastructures Limited which
commenced construction of two 68 tonne-per-day hazardous waste
disposal plants in Pune and Nagpur, India; both will use the WPC
plasma gasification technology. Construction is expected to be
completed by the summer of 2008 (June 2007)
- Shyam Dighe, President and Chief Technology Officer, Westinghouse
Plasma Corporation, joins Alter NRG's board of directors (June 2007)
- Announced a strategic joint venture with Jacoby Energy Development
Inc. ("Jacoby") whereby they become the exclusive marketer of the
Westinghouse Plasma Corporation ("WPC") plasma gasification
technology for use in waste-to-power applications, in Canada and the
United States (August 2007)
- Negotiated, with Jacoby, an option to invest up to 25% in the world's
largest plasma gasification project that will convert household waste
into electricity in St. Lucie, Florida (August 2007)
- Mark Montemurro, President and CEO of Alter NRG joined the Company's
board of directors (August 2007)
- Received preliminary regulatory approval for the world's first coal
power plant plasma gasification retrofit project in Somerset
Massachusetts. Alter NRG has an option (at its sole discretion) to
invest from 10 to 25% in this project. This also represents
approximately US$30 million in technology and equipment sale revenues
upon successful project development (September 2007)
- Closed a private placement with Coghill Capital Management LLC
raising $15 million through the issuance of 6,607,929 common shares
at a price of $2.27 per share (December 2007)
- Reserves evaluation of the Fox Creek coal asset reported an increase
in the previously announced resource value from 770 million tonnes to
847 million tonnes, with proved plus probable reserves of 468 million
tonnes based on an extraction cost under $20 per tonne (December
2007)
- Announced the Fox Creek Polygeneration project which will use Alter
NRG's coal resource as feedstock to produce sulfur free diesel,
naphtha, power, carbon dioxide and various chemicals and is expected
to be operational between 2013 and 2015. The planned facility intends
to capture the carbon dioxide and sell it to nearby oilfields for use
in their enhanced oilfield recovery projects (December 2007)
- Coskata announces a partnership with GM to create ethanol through
gasification using microorganisms and their proprietary bio-reactor
that uses Alter NRG/WPC plasma gasification technology (January
2008)
- Announced $2 million sale to Kiplasma Industries and Trade Inc. who
ordered equipment for a 144 tons/day waste facility in Turkey
(January 2008)
- Received regulatory approval for the Somerset coal retrofit - the
first commercial scale plasma gasification facility in North America
(January 2008)
- Executed a purchase and sale agreement to acquire an equipped site in
the Bruderheim area for $2.5 million. The project is an integrated
Gasification combined cycle power project which is expected to have
75 MW to 80 MW production capacity (February 2008)
- Raised $46 million through a private placement of common shares at
$4.40 per share (April 2008)
- Increased Alter NRG's market capitalization from $34.7 million at
year-end 2006 to $148.2 million as of year-end 2007
For more information on the Company's activities please visit
www.alternrg.ca or www.sedar.com to view Alter NRG's 2007 Annual Report.
FINANCIAL RESULTS ($)
December 31, December 31,
2007 2006
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Total Assets 78,506,274 11,919,896
Total Liabilities 21,289,213 663,717
Total Equity 57,217,061 11,256,179
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Period from
Three months Three months Twelve months Inception on
ended ended ended March 9 to
December 31, December 31, December 31, December 31,
2007 2006 2007 2006
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Revenue, interest
and other income 777,563 50,642 2,590,870 83,366
Loss (4,460,779) (844,868) (11,516,543) (1,657,891)
Loss per unit/share
- basic and fully
diluted (0.11) (0.06) (0.35) (0.16)
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For the complete financial statements please visit www.alternrg.ca or www.sedar.com to view Alter NRG's 2007 Annual Report.
Alter NRG provides and pursues alternative energy solutions through gasification to meet the growing demand for energy in world markets. The Corporation's vision is to become a leader in the development of economically viable and environmentally sustainable gasification projects for the commercial production of energy. Alter NRG creates revenues by selling plasma gasification technology, as well as through equity participation in gasification projects that fit its strategic growth plan.
Alter NRG's mission is to participate in financially accretive projects in the emerging alternative energy market, through technology sales and project interests, to maximize returns for investors. Alter NRG endeavors to be a leader in innovative gasification related technologies applied to produce profitable and clean alternative energy solutions. The Corporation invests in the skills of its people who will provide the creativity, determination and passion to generate growth in stakeholder value. The Corporation continues to strive to be transparent and fair in its activities and work to form positive relationships with the communities in which it operates and with all of its stakeholders.
On April 17, 2007 Alter NRG had significant changes to its business that included:
- The acquisition of Westinghouse Plasma Corporation ("WPC"), a private
U.S. plasma gasification company;
- Publically listing on the TSX Venture Exchange at the time of its
initial public offering ("IPO"); and
- The raising of additional capital to fund business development
efforts.
The acquisition of WPC has provided Alter NRG with a leading plasma
gasification technology and has moved Alter NRG from the development to
operating stage of operations. Alter NRG continues to be focused on project
development and leveraging its leading edge technology to provide additional
benefits including:
- A team of leading experts in plasma gasification technology;
- Near term cash flows from technology sales;
- Operational control of the technology for Alter NRG projects;
- The opportunity to invest (as a project partner) in projects that
plan to use the WPC plasma gasification technology; and
- Ability to license the technology and create joint ventures worldwide
with companies that provide financial strength, existing market
knowledge, and project development expertise.
Alter NRG's most significant achievements since the IPO include:
- Creation of a strategic joint venture with NRG Energy, Inc. ("NRG
Energy" or "NRG"), one of the leading electricity generators in the
U.S. Northeast (see "Strategic Joint Ventures");
- Receipt of regulatory approval and advancement of NRG Energy's
Somerset, Massachusetts coal powered retrofit project for which
Alter NRG will supply gasifiers and in which Alter NRG has the option
to participate;
- Execution of a purchase and sale agreement for a property in
Bruderheim, Alberta which will be used to develop a petroleum coke
project;
- Released further resource and reserve numbers for the Fox Creek coal
resource (as filed on SEDAR) and initiated the regulatory process for
a coal to liquids ("CTL") project on this site; and
- Closing private placements of $15 million and $46 million.
The Corporation is also pursuing various site acquisition opportunities in Canada for Alter NRG operated waste-to-energy ("WTE") projects.
The Corporation has entered into strategic joint ventures since its IPO on April 17, 2007 which included:
NRG Energy - One of the leading electricity generators in the U.S. Northeast with a market capitalization over $10 billion, NRG owns and operates over 24,000 MW of power generation assets, most of which are located in the United States. NRG is a Fortune 500 company and is publically traded on the New York Stock Exchange. NRG has an exclusive license to use the WPC technology in coal power plant retrofits where they take conventional coal plants (with high emissions profiles) and convert coal combustion to coal and biomass gasification, reducing the harmful environmental emissions. Alter NRG has the option to take up to a 25% equity participation in any project that NRG advances. Alter NRG is a core technology supplier to the coal power retrofit projects with each project representing a technology sale of $30 million or greater. In January 2008, NRG Energy received regulatory approval to retrofit their Somerset plant and continue to advance the project.
Jacoby Energy Development Inc. ("Jacoby Energy") - Jacoby Energy is an alternative and renewable energy company focused on providing environmentally sustainable and economically viable alternative energy solutions. Jacoby Energy and Alter NRG have formed a 51%/49% joint venture whereby Alter NRG contributed an exclusive license in the WTE market. Alter NRG retains the product and sales revenues directly and has the option to participate as a 49% partner in any future projects. It is expected that the Jacoby Energy joint venture will become a non-exclusive license during 2008. Alter NRG expects to retain its interest in joint venture projects developed to date, including a 25% option in the WTE project in St. Lucie, Florida.
Going forward, Alter NRG will continue to partner with companies that provide financial strength, industry knowledge, technical strength and existing project development experience in order to accelerate corporate growth and mitigate risk related to project development.
RESULTS FROM PLASMA SYSTEM SALES AND SERVICES
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Period from
Year ended March 9 to
December 31, December 31,
2007 2006
-------------------------------------------------------------------------
Sales revenue $ 1,544,855 $ -
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Direct cost of sales (784,551) -
-------------------------------------------------------------------------
Gross margin $ 760,304 $ -
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Plasma technology sales and service revenues during the year ended December 31, 2007 are from Alter NRG's wholly owned subsidiary, WPC (acquired April 17, 2007), and engineering services provided by Alter NRG for reactor design and process engineering.
Plasma technology sales and services include engineering, design, and equipment sales of plasma arc gasification systems. Revenues for the year included $755,499 in equipment sales for two commercial gasification facilities under construction in India, $557,353 for engineering services and $232,003 in parts and other sales. Going forward, management expects revenues to increase as increased sales, marketing and business development processes move forward and as the plasma gasification market grows. The Corporation has a portfolio of customers that have projects in various stages of development. The project development timeframe extends over several years and the first project to receive regulatory approval was a coal power plant retrofit project in Massachusetts in January of 2008. This project is expected to begin construction in late 2008; however, it remains subject to a regulatory appeal process and final NRG Energy board approval. The coal power plant retrofit is expected to be an approximate $40 million sale, with equipment being ordered as soon as late 2008, and revenues earned over a period of about 18 months. During 2008 the Corporation also expects to continue to advance pilot testing, engineering services, and has the potential for licensing income.
Direct costs of sales (previously selling costs) relate to direct materials and expenditures for products and services and reflect standard rates. Selling costs for the year ended December 31, 2007 were $784,551 and include $301,794 in costs related to the equipment sale in India, $347,709 in service revenue selling costs; and $135,048 in parts and other selling costs. Alter NRG did not have any sales in the prior period from inception on March 9, 2006 to December 31, 2006.
GENERAL AND ADMINISTRATIVE EXPENSES
-------------------------------------------------------------------------
Period from
Year ended March 9 to
December 31, December 31,
2007 2006
-------------------------------------------------------------------------
General and administrative expenses ("G&A") $ 6,019,793 $ 1,437,436
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Consolidated G&A increased by $4,582,357 for the year versus the prior period from commencement of operations on March 9, 2006 to December 31, 2006. The increase in G&A reflects a full operating year for the Corporation and the growth of Alter NRG, which incorporated WPC as of April 17, 2007. The major components of G&A include additions to the Alter NRG management team; salaries and wages from increased staffing as part of Alter NRG's corporate growth strategy; increased office costs related to the August 2007 head office move and rent for the new space to accommodate growth; management investment in WPC's business operations; costs related to the corporate reorganization; and consulting fees related to recruitment and business development activities. The management team additions included Shyam Dighe as President of WPC, Daniel Lazzara as the WPC VP Business Operations, Thomas Gdaniec as the WPC VP Marketing and Sales, and Jim Fitzowich as COO. At December 31, 2007, the Alter NRG team included 26 full time employees, 16 in the Calgary office and 10 at the WPC facility in the United States. As at April 23, 2008 staffing has increased to 19 full time employees in Calgary and 12 in the United States. The increase in staff is consistent with Alter NRG's corporate growth strategy.
The largest G&A expenses in 2007 relate to salaries of $2,305,437; accrued bonuses of $630,802; general consulting costs of $891,580; professional fees of $1,030,052 for business development efforts and the corporate reorganization; and office costs of $543,732. The remaining G&A is for business travel, information technology costs, public reporting and the general costs of setting up and maintaining an office.
INTEREST INCOME
-------------------------------------------------------------------------
Period from
Year ended March 9 to
December 31, December 31,
2007 2006
-------------------------------------------------------------------------
Interest income $ 677,257 $ 83,366
-------------------------------------------------------------------------
Other income 368,758 -
-------------------------------------------------------------------------
$ 1,046,015 $ 83,366
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Interest income relates to funds invested in short-term, interest-bearing investments with a major Canadian chartered bank. Interest income increased by 713% in 2007 versus the prior period ending December 31, 2006 as interest was earned for a full operating year and 2007 net proceeds from equity issuance, such as the IPO and private placement, were significantly higher compared to 2006. Other income relates to Jacoby Energy's contribution of general and administrative costs to the joint venture with Alter NRG from inception of the joint venture on August 2, 2007. In the previous quarter this income was included in revenue.
The income tax recovery of $571,846 for the year ended December 31, 2007 relates to losses incurred by WPC in the U.S. ($98,798) and the recovery of the future income tax liability from amortization of intangible assets acquired through the purchase of WPC ($473,048), which are at a federal and state combined tax rate of 44%. It is estimated that WPC will use the losses within the next year as it has commercial operations and is projected to have taxable income.
The Corporation had a loss from operations in Canada for the year ended December 31, 2007, which resulted in a corresponding future income tax recovery. The Corporation took a full valuation allowance on the future income tax asset and tax recovery, as without commercial operations in Canada at this juncture it cannot be considered more likely than not that the future income tax benefits could be realized. Prior to the reorganization, the Fund was an unincorporated, open-ended Unit Trust for income tax purposes. The Fund has no taxable income, only non-capital losses, in Canada and the reorganization has no tax impact at this time.
LOSS AND CASHFLOW USED IN OPERATIONS
-------------------------------------------------------------------------
Period from
Year ended March 9 to
December 31, December 31,
2007 2006
-------------------------------------------------------------------------
Loss $(11,516,543) $ (1,657,891)
-------------------------------------------------------------------------
Cash flow used in operations $ (4,268,591) $ (944,738)
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The consolidated loss for the year ended December 31, 2007 was higher by approximately $9.9 million than the period ended December 31, 2006 primarily due to the increase in non-cash charges by $6,998,212 in 2007 versus the prior period from inception to December 31, 2006. The non-cash amounts consist of an increase in amortization of $6,359,729, offset by future income tax recoveries, for deferred compensation and intangible assets from the WPC acquisition and $1,120,469 in stock based compensation primarily for options granted in the year in conjunction with equity issuances. During 2007, $784,551 of the consolidated loss also related to direct costs of technology sales and services not incurred in the prior 2006 period and increased G&A expenses of $4,582,357. The loss was offset by sales of $1,544,855 which Alter NRG did not have in the 2006 period and interest and other income of $1,046,015. Looking forward, management has expanded the Corporation's product offerings and further developed the sales, marketing and business development processes to increase sales and cash flow from operations for 2008.
Consolidated cash flow used in operations was $4,268,591 for the year ended December 31, 2007, which represents the current cash expenditures for direct costs of goods sold and G&A costs offset by sales revenue and interest income.
On April 17, 2007, the Corporation acquired 100% of the issued and outstanding shares of WPC, a private U.S. plasma gasification company. The results of WPC's operations have been included in the Corporation's consolidated results since that date. WPC designs, manufactures and services plasma torch systems and applications throughout the world.
The Corporation paid an aggregate purchase consideration of $33,510,892, including legal and professional fees of $651,580 related to the acquisition. The purchase price was funded by payment of $22 million USD ($24,893,000 at the actual exchange rate on April 17, 2007 of 1.1315) in cash and $7 million USD ($7,966,312 at the rate of 1.1380) worth of Common Shares at a price of $2.25 per Common Share. The fair value assigned to the Common Shares is based on the price established by the IPO.
A total of $5.1 million USD of the purchase price consideration ($4.1 million USD in cash and $1 million USD in Common Shares) to the principal shareholder of WPC was held in escrow. This escrowed amount was released in equal monthly installments beginning one month after closing and up to December 15, 2007 as the principal shareholder continued to be employed and active in the business. As such, the $5.1 million USD ($5,770,650 at an exchange rate of 1.1315) was treated as compensation expense ($5,284,620 at an average exchange rate of 1.0362) for accounting purposes and amortized on a straight-line basis over the eight month period.
Consideration for the acquisition of WPC has been allocated to the fair value of the assets acquired and liabilities assumed. At year end, upon further review, it was determined that the amount allocated to goodwill would more appropriately be allocated to identifiable intangible assets. The allocation as presented hereunder may be subject to change based on the results of an external valuation which is in process.
Net assets acquired:
Cash $ 411,908
Working capital, deficiency, excluding cash
and inventory (496,445)
Inventory 168,961
Future income tax asset 113,527
Intangible assets 49,422,291
Future income tax liability (21,880,000)
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Fair value of net assets acquired and total
purchase price 27,740,242
Additional consideration:
Deferred compensation expense 5,770,650
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Total consideration 33,510,892
Purchase Consideration:
Cash 25,544,580
Common Shares 7,966,312
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$ 33,510,892
Intangible assets relate to the technology acquired from WPC, including
technological processes, patents, licenses, designs and engineering expertise.
CAPITAL EXPENDITURES
-------------------------------------------------------------------------
Period from
Year ended March 9 to
December 31, December 31,
2007 2006
-------------------------------------------------------------------------
Deferred costs $ 722,720 $ 1,313,676
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Resource property assessment 537,327 1,107,325
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Capital assets 1,448,414 82,821
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Technology license - 299,515
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Total capital expenditures $ 2,708,461 $ 2,803,337
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Capital expenditures related to deferred costs consist of engineering evaluations, development work on plasma gasification systems and potential acquisition costs. Deferred costs related to engineering evaluations and development work will be amortized at the point in time a commercial project is substantially completed. Potential acquisition costs will be amortized upon successful completion of an acquisition; if an acquisition is unsuccessful, the costs will be written off at that time. No deferred acquisition costs have been written off up to this point in time.
The resource property assessment costs relate to geological studies and consulting fees incurred to advance the coal resources owned by the Corporation. In the 2007 fiscal year the Corporation did not renew its Wetaskiwin coal lease due to the limited development potential determined by results of evaluations and studies, resulting in a write-off of $50,579 of costs. As this lease was not considered one of Alter NRG's key coal properties the lease was not deemed to be significant to the Corporation. Further studies and evaluations have been performed by Alter NRG on its key properties in Fox Creek and Hinton, including a reserve report for Fox Creek and a resource report for Hinton that have been filed on SEDAR. The reports support the future coal-to-liquids potential and value of these assets. The Corporation has initiated the regulatory approval process and is progressing with a formal partner selection process in 2008 to advance the Fox Creek coal-to-liquids project.
Capital assets consist of plant and facility costs to upgrade the WPC facility and corporate asset costs, including leasehold improvements and office and computer equipment. Plant and facility costs of $1,105,420 were incurred during the year ended December 31, 2007. Corporate asset spending of $342,994 for the year ended December 31, 2007 (December 31, 2006 - $82,821) of which $100,823 related to leasehold improvements for the new Calgary head office space and refurbishing the 30 year old WPC office. Remaining corporate asset spending has increased in line with the increase in personnel at WPC and the head office in Calgary.
A breakdown of deferred costs incurred from inception to December 31, 2007 is as follows:
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Period from
Year ended March 9 to
December 31, December 31,
2007 2006
-------------------------------------------------------------------------
Engineering studies $ 677,666 $ 351,656
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Less government grants for engineering studies (54,418) (70,000)
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WPC pilot testing and technology evaluation 149 663,387
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WPC deferred acquisition costs - 368,633
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Deferred project development costs 99,323 -
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Deferred costs expenditures $ 722,720 $ 1,313,676
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Engineering studies expenditures increased by 93% in 2007 versus the 2006 period consistent with the Corporation's strategy of investing in the expanded product development of the WPC technology and the Corporation's gasifier island solution. Going forward it is anticipated that deferred costs for development expenditures will decline and facility costs will increase as projects and our technology sales are advanced. Deferred project development costs incurred in the 2007 fiscal year relate to professional fees incurred of $99,323 for potential acquisitions.
QUARTERLY INFORMATION
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2006
---------------------------------------------------
Q2 Q3 Q4 Total(*)
-------------------------------------------------------------------------
Capital expenditures $ 514,822 $ 1,484,248 $ 804,267 $ 2,803,337
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Total revenue,
interest and
other income 32,724 50,642 83,366
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Interest other income - 32,724 50,642 83,366
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Net loss (384,038) (428,985) (844,868) $(1,657,891)
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Net loss per Unit
basic and
fully diluted $ (0.04) $ (0.03) $ (0.06) $ (0.16)
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(*) Period from inception on March 9, 2006 to June 30, 2006. The Fund had
no significant activity in Q1 2006 from inception on March 9 to
March 31, 2006.
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2007
----------------------------------------------------------------
Q1 Q2(*) Q3(*) Q4 Total
-------------------------------------------------------------------------
Capital
expendi-
tures $ 321,141 $ 594,085 $ 637,753 $ 1,155,482 $ 2,708,461
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Total
revenues,
interest
and other
income 73,465 583,727 1,156,115 777,563 2,590,870
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Interest
and other
income 73,465 134,907 210,388 627,255 1,046,015
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Loss (311,382) (3,276,859) (3,467,523) (4,460,779) (11,516,543)
-------------------------------------------------------------------------
Loss per
Unit/
Share -
basic and
fully
diluted $ (0.02) $ (0.10) $ (0.09) $ (0.11) $ (0.35)
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(*) Q2 and Q3 have been amended for the impact of the reallocation of
goodwill to intangible assets and the related cumulative translation
adjustment and amortization, net of taxes. The effect is an increase
to the Q2 loss of $15,096, a decrease to the Q3 loss of $53,935 and a
change to the loss per unit/share of $0.01 and nil for each quarter,
respectively.
The loss for the year ended December 31, 2007 relates primarily to amortization of deferred compensation and intangible assets acquired through the purchase of WPC. Looking forward, management is implementing sales, marketing and business development processes to increase technology revenues from WPC in the short-term. Over the long-term management plans to generate income from gasification projects and has entered into two option agreements through strategic joint venture relationships.
The Corporation's U.S. subsidiary, WPC, has a line of credit agreement with a major bank in the United States for $700,000 USD. The facility will be available until April 30, 2008 at which date the total amount available will be $500,000 USD. The line of credit is due on demand and secured by the assets of WPC. The credit facility bears interest at a rate per annum which is equal to the Prime Rate. No amounts have been drawn on the credit facility as at December 31, 2007. The Corporation has letters of credit outstanding as at April 23, 2008 in the amount of $600,000 USD for a deposit received from a Turkish customer for a major torch sale.
At December 31, 2007, the Corporation had $30,092,483 in cash and cash equivalents resulting in an increase in cash of $21,092,231 in the 2007 year. The increase is attributed to investments made with net proceeds received from equity issuances including the Corporation's IPO in the second quarter and the private placement in the fourth quarter of 2007, offset by cash spending on capital, G&A and direct cost of sales, net of revenues received. The net working capital surplus of $28,803,266 is primarily attributable to the cash and cash equivalents balances. The working capital balance provides the Corporation with capital to continue to invest in its resource base, provide for general and administrative support for its team, fund engineering studies to provide a strong technical foundation, to evaluate investment opportunities and allow for potential strategic acquisition opportunities.
Subsequent to year end the Corporation closed an agreement with a syndicate of underwriters for a $46 million financing resulting in available cash and cash equivalents of over $70 million that will be used for project development and general working capital purposes. Potential projects include the NRG Energy Somerset Coal retrofit, Bruderheim IGCC development and the St. Lucie WTE project.
As at December 31, 2007, the Corporation had 45,600,673 shares and 3,852,600 options outstanding and as at April 23, 2008, 56,061,218 shares and 4,010,600 options outstanding.
On April 17, 2007, the Fund reorganized into a Corporation and 17,555,272 units were exchanged by the Fund's unitholders on a one-for-one basis for Common Shares of the Corporation. The Corporation closed its IPO for 15,555,556 Common Shares at $2.25 per Common Share and total gross proceeds of $35 million on April 17, 2007. The shares of Alter NRG began trading on the Toronto Venture Stock Exchange ("TSX-V") under the symbol "NRG" on that date. In conjunction with the IPO the Corporation acquired WPC for consideration of $22 million USD cash and $7 million USD in the Corporation's Common Shares at the $2.25 IPO price.
The Corporation granted the agents of the IPO an over-allotment option which closed on May 16, 2007 for 2,333,333 additional Common Shares at $2.25 per Common Share and gross proceeds of $5.25 million.
On November 16, 2007, the Corporation closed a subscription agreement in respect of the issuance, on a private placement basis, of 4,405,286 units in the capital of the Corporation (the "Units") at a subscription price of $2.27 per Unit. Each Unit consisted of one Common Share in the capital of the Company and one half of one Common Share purchase warrant (a "Warrant"). Gross proceeds from the issuance of the units was $10 million. Each Warrant entitled the subscriber to purchase one Common Share at a price of $2.27 per share. On December 3, 2007, the subscriber exercised the Warrants for $5 million bringing gross proceeds from of the private placement to a total of $15 million.
Subsequent to year end, the Corporation entered into an agreement with a syndicate of underwriters for a $40 million financing, which included an over-allotment for an additional $6 million exercisable within 30 days after closing. On April 3, 2008, the deal was closed, including the over-allotment, for 10,454,545 common shares at $4.40 per common share and gross proceeds of approximately $46 million.
At December 31, 2007, the Corporation had 3,852,600 stock options outstanding, of which 2,446,500 were issued in the year ended December 31, 2007, at a weighted average exercise price of $2.38 per share.
The authorized share capital of the Corporation consists of an unlimited number of Common Shares.
The Corporation is pleased to announce the appointment of Ken Willis as the Vice President of Project Development. Mr. Willis has been in senior executive roles for over 10 years at such companies as ENMAX and TransAlta Energy. Most recently, Mr. Willis was an Executive VP, Business Development at Enmax where he provided strategic leadership to expand that company's business interests. Jim Fitzowich, previously Alter NRG's Chief Operating Officer, is no longer a member of the executive team.
For the complete Management's Discussion and Analysis please visit www.alternrg.ca or www.sedar.com to view Alter NRG's 2007 Annual Report.
The TSX Venture Exchange does not accept responsibility for the adequacy
or accuracy of this release.
Certain statements in this disclosure may constitute "forward-looking" statements which involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this disclosure, such statements use such words as "may", "would", "could", "will", "intend", "expect", "believe", "plan", "anticipate", "estimate", and other similar terminology. These statements reflect the Corporation's current expectations regarding future events and operating performance and speak only as of the date of this disclosure. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements. Although the forward-looking statements contained in this disclosure are based upon what Management believes are reasonable assumptions, the Corporation cannot assure investors that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this disclosure, and, subject to applicable securities laws, the Corporation assumes no obligation to update or revise them to reflect new events or circumstances. This disclosure may contain forward-looking statements pertaining to the following: capital expenditure programs; supply and demand for the Corporation's services and industry activity levels; commodity prices; income tax considerations; treatments under governmental regulatory regimes.