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8-K - New Generation Biofuels Holdings, Inc | v166268_8k.htm |
Media
Contact: Phil Wallis ph: (321) 363-5113
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IR
Contact: John Baldissera ph: (800) 368-1217
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Or
pjwallis@newgenerationbiofuels.com
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Or:Rob@wolfeaxelrod.com
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New
Generation Biofuels Reports Third Quarter 2009 Financial Results
Columbia,
Maryland – November 13, 2009 – Renewable fuels provider New Generation Biofuels
Holdings, Inc. (NasdaqCM: NGBF) (“NGBF” or the “Company”) today announced its
financial results for the quarter ended September 30, 2009.
Third
Quarter Financial Results
New
Generation Biofuels reported revenues of $34,412 for the most recent quarter,
consisting of additional shipments of fuel under customer
contracts. The Company recognized a net loss of $2.3 million for the
three months ended September 30, 2009, substantially unchanged from the $2.4
million net loss for the three months ended September 30, 2008. For
the first nine months of 2009, the Company had net revenues of $77,048, and a
net loss of $9.7 million. The Company was still in the development
stage during 2008, and during the first nine months of 2008 had a net loss of
$7.4 million.
As of
September 30th, the
Company had cash on hand of approximately $1.3 million. Net cash used in
operating activities was $5.2 million for the nine months ended September 2009,
compared to $4.4 million in last year’s comparable period.
Year-to-date
Highlights and Accomplishments
·
|
Completed
construction of first commercial-scale plant in Baltimore with an initial
5 million gallons per year
capacity.
|
·
|
Signed
7 sales contracts for potential customer orders of over 10 million gallons
on an annual basis
|
·
|
Completed
28 production runs at our Baltimore
facility.
|
·
|
Produced
and delivered 140,000 gallons of biofuel to
customers.
|
·
|
Streamlined
and reduced operating costs by moving our headquarters to Columbia,
Maryland, closer to our biofuel production
facility.
|
·
|
Blended
our biofuel with #6 Diesel fuel to diversify our product applications and
expand our potential markets.
|
·
|
Executed
non-binding Letters of Intent (LOI) under which businesses in Costa Rica,
Puerto Rico and Canada are evaluating licensing our technology with the
intent of constructing biofuel manufacturing facilities and marketing NGBF
biofuel. These LOIs contemplate payment to NGBF of a fee per
gallon of fuel produced and sold.
|
- 1
-
·
|
Raised
$6.4 million in gross proceeds, and $5.8 million in net proceeds, through
two common stock equity offerings, providing the Company with additional
capital to fund our business plans.
|
·
|
Expanded
our license agreement with PTJ Bioenergy Holdings Ltd., or PTJ, the
licensor of NGBF’s renewable biofuel technology, to capture a
cross-licensing royalty equal 5% of PTJ’s revenues outside of our
territory, which includes North America, Central America and the Caribbean
and a 5% sales commission payable by PTJ to us if we introduce PTJ to a
potential customer or otherwise substantially assist PTJ in the making of
any sale outside of our
territory.
|
“I am
very pleased with the progress New Generation has made over the past two
quarters as we focused the business on sales growth and cost control. I am
particularly enthusiastic about the demand that we’ve experienced for our
product since we opened our production facility in Baltimore, having signed
seven contracts and received several repeat orders from these customers after
burning our fuel. We are focused on executing our business plan as we continue
to transition the business from a development stage enterprise to a commercial
business.” said Cary J. Claiborne, President and Chief Executive Officer of New
Generation. “We are focused on continuing to optimize our production process and
expand the number of feedstocks that can be used to produce our fuels, providing
more diverse product applications, such as blending with #6 Diesel, to new and
existing customers.”
Webcast
and Conference Call
The
Company has scheduled a webcast and conference call to discuss its financial
results today, November 13, 2009 at 11:00 AM Eastern. To access the
webcast, visit the Investor Relations section of the company's website at http://www.newgenerationbiofuels.com/investor-relations.php. Interested
parties may participate in the conference call by dialing 877-941-6011 (U.S.
participants) or 1-480-248-5080 (international participants) 5-10 minutes prior
to the start of the call.
A replay
of the conference call will be available from 5:00 PM EDT on November 13, 2009
through 11:59 PM EDT on December 14, 2009 by dialing 800-406-7325, access code
4182697. To access a replay of the webcast, visit the Investor
Relations section of the company's website at http://www.newgenerationbiofuels.com/investor-relations.php.
About
New Generation Biofuels, Holdings, Inc.
New
Generation Biofuels is a renewable fuels provider. New Generation Biofuels holds
an exclusive license for North America, Central America and the Caribbean to
commercialize proprietary technology to manufacture alternative biofuels from
plant oils and animal fats that it markets as a new class of biofuel for power
generation, commercial and industrial heating and marine use. The Company
believes that its proprietary biofuel can provide a lower cost, renewable
alternative energy source with significantly lower emissions than traditional
fuels. New Generation Biofuels’ business model calls for establishing direct
sales from manufacturing plants that it may purchase or build and sublicensing
its technology to qualified licensees.
Forward
Looking Statements
This
news release contains forward-looking statements. These forward-looking
statements concern our operations, prospects, plans, economic performance and
financial condition and are based largely on our current beliefs and
expectations. These statements involve known and unknown risks, uncertainties
and other factors that may cause actual results to be materially different from
any future results expressed or implied by such forward-looking statements The
risks and uncertainties related to our business include all the risks attendant
a development stage business in the volatile energy industry, including, without
limitation, the risks set forth under the caption "Risk Factors" in the
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008
and in subsequent filings with the Securities and Exchange
Commission.
FINANCIAL
TABLES FOLLOW
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NEW
GENERATION BIOFUELS HOLDINGS, INC.
Consolidated
Balance Sheets
September
30,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
ASSETS
|
(unaudited)
|
|||||||
Current
assets:
|
||||||||
Cash and
cash equivalents
|
$ | 1,300,728 | $ | 1,476,246 | ||||
Accounts
receivable
|
18,237 | 22,943 | ||||||
Related
party receivables
|
77,820 | - | ||||||
Inventory
|
11,708 | - | ||||||
Prepaid
expenses
|
373,064 | 195,369 | ||||||
Total
current assets
|
1,781,557 | 1,694,558 | ||||||
Property
and equipment – net
|
914,150 | 378,946 | ||||||
Other
assets – net
|
390,452 | 392,208 | ||||||
License
agreement- net
|
5,805,106 | 6,267,460 | ||||||
TOTAL
ASSETS
|
$ | 8,891,265 | $ | 8,733,172 | ||||
LIABILITIES AND
STOCKHOLDER'S EQUITY
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable and accrued expenses
|
$ | 1,393,546 | $ | 1,385,311 | ||||
Loan
payable-related party
|
50,000 | 50,000 | ||||||
License
agreement payable-current portion
|
||||||||
(net
of unamortized discount of $205,584 and $71,270)
|
794,416 | 928,730 | ||||||
Accrued
dividend on preferred stock
|
1,068,388 | 765,369 | ||||||
Total
current liabilities
|
3,306,350 | 3,129,410 | ||||||
License
agreement payable
|
||||||||
(net
of unamortized discount of $991,126 and $1,464,132)
|
3,008,874 | 3,535,868 | ||||||
Total
Liabilities
|
6,315,224 | 6,665,278 | ||||||
Stockholders'
equity:
|
||||||||
Series
A Cumulative Convertible Preferred Stock: $100 stated value, 300,000
shares authorized, 18,400 and 26,400 shares issued and outstanding as of
September 30, 2009 and December 31, 2008, respectively
|
710,970 | 1,020,087 | ||||||
Series
B Cumulative Convertible Preferred Stock: $100 stated value, 250,000
shares authorized, 53,660 and 72,126 shares issued and outstanding as of
September 30, 2009 and December 31, 2008, respectively
|
3,671,440 | 5,023,429 | ||||||
Common
stock, $0.001 par value, 100,000,000 shares authorized; 29,161,473 and
19,299,168 shares issued and outstanding as of September 30, 2009 and
December 31, 2008, respectively
|
29,162 | 19,299 | ||||||
Additional
paid-in-capital
|
44,240,211 | 29,889,220 | ||||||
Accumulated
deficit
|
(46,075,742 | ) | (33,884,141 | ) | ||||
Total
stockholders' equity
|
2,576,041 | 2,067,894 | ||||||
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY
|
$ | 8,891,265 | $ | 8,733,172 |
The
accompanying notes are an integral part of these consolidated financial
statements.
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NEW
GENERATION BIOFUELS HOLDINGS, INC.
Consolidated
Statements of Operations
(Unaudited)
For
the Three Months Ended September 30, 2009
|
For
the Three
Months
Ended September 30, 2008
|
For
the Nine Months Ended September 30, 2009
|
For
the Nine Months Ended September 30, 2008
|
|||||||||||||
Net
revenue
|
$ | 34,412 | $ | - | $ | 77,048 | $ | - | ||||||||
Cost
of revenues (including depreciation and amortization for the three and
nine months ended September 30, 2009 and 2008 of $178,670, $511,282, $-
and $-, respectively)
|
584,745 | - | 1,391,240 | - | ||||||||||||
Gross
loss
|
(550,333 | ) | - | (1,314,192 | ) | - | ||||||||||
Operating
expenses:
|
||||||||||||||||
Research
and development expenses
|
73,126 | 497,773 | 363,160 | 840,545 | ||||||||||||
General
and administrative expenses
|
2,279,523 | 1,739,009 | 6,775,806 | 5,787,887 | ||||||||||||
Legal
settlement
|
- | - | - | 359,595 | ||||||||||||
Total
operating expenses
|
2,352,649 | 2,236,782 | 7,138,966 | 6,988,027 | ||||||||||||
Loss
from operations
|
(2,902,982 | ) | (2,236,782 | ) | (8,453,158 | ) | (6,988,027 | ) | ||||||||
Interest
income
|
1,294 | 10,525 | 2,951 | 27,114 | ||||||||||||
Interest
expense
|
(119,029 | ) | (136,138 | ) | (338,692 | ) | (422,758 | ) | ||||||||
Gain
on debt extinguishment
|
- | - | 241,500 | - | ||||||||||||
(Loss)
gain on fair value adjustment
|
736,211 | - | (1,129,277 | ) | (30,169 | ) | ||||||||||
Net
loss
|
(2,284,506 | ) | (2,362,395 | ) | (9,676,676 | ) | (7,413,840 | ) | ||||||||
Dividends
to Preferred stockholders
|
(167,919 | ) | (225,976 | ) | (4,549,741 | ) | (3,476,201 | ) | ||||||||
Net
loss available to common shareholders
|
$ | (2,452,425 | ) | $ | (2,588,371 | ) | $ | (14,226,417 | ) | $ | (10,890,041 | ) | ||||
Basic
and diluted net loss per share
|
$ | (0.09 | ) | $ | (0.14 | ) | $ | (0.58 | ) | $ | (0.59 | ) | ||||
Weighted
average number of shares outstanding
|
28,465,378 | 18,882,266 | 24,345,980 | 18,585,469 |
The
accompanying notes are an integral part of these consolidated financial
statements.
- 4
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NEW
GENERATION BIOFUELS HOLDINGS, INC.
Consolidated
Statement of Cash Flows
(Unaudited)
For
the Nine Months ended September 30, 2009
|
For
the Nine Months ended September 30, 2008
|
|||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net
loss
|
$ | (9,676,676 | ) | $ | (7,413,840 | ) | ||
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||
Depreciation
and amortization expense
|
68,747 | 1,190 | ||||||
Loss
on disposal of fixed assets
|
70,423 | - | ||||||
Amortization
of license
|
462,354 | - | ||||||
Amortization
of discount
|
338,692 | 422,758 | ||||||
Compensation
expense associated with stock options, stock and restricted
stock
|
2,048,989 | 1,538,212 | ||||||
Compensation
expense associated with accrued stocks and warrants
|
- | 85,626 | ||||||
Stock
optionsissued to non-employees for services
|
25,951 | 588,826 | ||||||
Penalty
share expense
|
- | 230,277 | ||||||
Warrant
expense related to legal settlement
|
- | 359,595 | ||||||
Loss
on fair value adjustment
|
1,129,277 | 30,169 | ||||||
Gain
on debt extinguishment
|
(241,500 | ) | - | |||||
Amortization
of prepaid consulting fee
|
400,625 | - | ||||||
Changes
in operating assets and liabilities:
|
||||||||
Accounts
receivable
|
4,706 | - | ||||||
Inventory
|
(11,708 | ) | - | |||||
Prepaid
expenses
|
22,619 | (75,783 | ) | |||||
Other
assets
|
(15,180 | ) | (82,031 | ) | ||||
Accounts
payable and accrued expenses
|
132,969 | (61,644 | ) | |||||
Net
cash used in operating activities
|
(5,239,712 | ) | (4,376,645 | ) | ||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Related
party receivables
|
(77,820 | ) | - | |||||
Purchase
of property and equipment
|
(657,438 | ) | (133,157 | ) | ||||
Cash
used in investing activities
|
(735,258 | ) | (133,157 | ) | ||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Payments
for license agreement payable
|
- | (1,000,000 | ) | |||||
Proceeds
from issuances of common stock, net
|
5,799,452 | - | ||||||
Proceeds
from private offering issuance of preferred stock, net of
costs
|
- | 7,187,650 | ||||||
Proceeds
from the exercise of warrants
|
- | 457,080 | ||||||
Net
cash provided by financing activities
|
5,799,452 | 6,644,730 | ||||||
Net
(decrease) in cash and cash equivalents
|
(175,518 | ) | 2,134,928 | |||||
Cash
and cash equivalents - beginning of period
|
1,476,246 | 1,644,145 | ||||||
Cash
and cash equivalents - end of period
|
$ | 1,300,728 | $ | 3,779,073 |
Supplemental
Disclosure of Non-Cash Investing and Financing Activities
|
||||||||
Accrued
dividends on preferred stock
|
$ | 544,580 | $ | 512,206 | ||||
Issuance
of restricted stock to non-employees for prepaid consulting
services
|
$ | 117,500 | $ | - | ||||
Issuance
of warrants to non-employees for prepaid consulting
services
|
$ | 483,439 | $ | - | ||||
Common
stock warrant liability
|
$ | 1,361,380 | $ | - | ||||
Reclassification
of warrant liability in connection with waiver of antidilution
provision
|
$ | 2,571,989 | $ | - | ||||
Reclassification
of warrant liability in association with antidilution triggering
event
|
$ | 126,730 | $ | - | ||||
Cumulative
effect of reclassification of warrants (ASC Topic 815)
|
$ | 208,062 | $ | - | ||||
Common
stock issued for payment of license agreement payable
|
$ | 758,500 | $ | - | ||||
Common
stock issued for payment of accounts payable and accrued
expenses
|
$ | 25,000 | $ | - | ||||
Warrants
issued for payment of accounts payable and accrued
expenses
|
$ | 99,732 | $ | - | ||||
Accrued
preferred stock dividends converted into shares of common
stock
|
$ | 241,563 | $ | - | ||||
Deemed
dividend related to beneficial conversion feature on Series B Preferred
Stock
|
$ | 4,005,161 | $ | - | ||||
Conversion
of Series A preferred stock to common stock
|
$ | 309,117 | $ | - | ||||
Conversion
of Series B preferred stock to common stock
|
$ | 1,351,989 | $ | - |
###
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