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IPWG.OB > SEC Filings for IPWG.OB > Form 10-Q on 18-Aug-2008All Recent SEC Filings

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Form 10-Q for INTERNATIONAL POWER GROUP, LTD.


18-Aug-2008

Quarterly Report


Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of Rule 175 under the Securities Act of 1933 and Rule 3b-6 under the Securities Exchange Act of 1934, which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "intends", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology.
These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors" in our Annual Report on Form 10-K/A for our fiscal year ended December 31, 2007 filed with the United States Securities and Exchange Commission , that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we undertake no obligation to update any of the forward-looking statements whether as a result of new information, future events or otherwise.

Page 11 of 21

Overview

We commenced our development stage on April 15, 2002. The Company has spent approximately the last two years initiating and developing our Waste to Energy ("WTE") technology business plan. Initial steps in that process were negotiation for the opportunity to construct WTE Plants in Mexico and Saudi Arabia. As part of our continued effort to tap into the current opportunities provided by alternative energy sources and environmental issues associated with global warming, we have recently initiated contacts within the US and are attempting to locate a joint venture partner to build a WTE plant in the US mainland. We have also been in contact with other countries in the Caribbean interested in building WTE facilities to reduce their dependence on oil to produce energy and reduce waste accumulation.

The second step in developing our business plan was to find sources that could assist us to raise the capital required to build and begin operating WTE facilities. We have revamped our business plan and have retained the services of expert professionals to aid us to effectively obtain financing. We are currently working with various sources willing to finance the company and its projects, including our Add Power technology.

IPWG has not had any revenues and cumulative losses of $33.0 million since April 15, 2002, which is the date of the inception of our development stage. Accordingly, a comparison of our financial information for accounting periods would likely not be meaningful or helpful in making an investment decision regarding our Company.

In July 2006, the Kingdom of Saudi Arabia's Presidency of Meteorology and Environment issued to us an environmental license, which will enable us to establish WTE plants in the country. This license is active for three years and could be renewed with the ministry approval.

At the present time, we are waiting for receipt of permits from some of the projects that we have been pursuing in the different geographic areas and continue assessing the capital requirement for these projects. Although our previous estimate for revenues was for the 4th quarter of 2008, we believe that this target may not be met and will be delayed until calendar year 2009. Our current assessment of the construction timeframe is that it may take at least six months from permit issuances to revenue generation. Therefore, in view of the above, a delay in the project revenue target date until 2009 is prudent at this time.

Once all permits are in place, and facilities are prepared for waste collection, we expect to begin realizing operating revenues from waste disposal fees to be collected from municipalities and other waste management related companies in the areas were our projects are located. This is the first phase of our plan before we begin the construction of WTE facilities. Although we believe that it is reasonable to expect revenue from our first WTE energy plant to commence by year 2011 (after the completion of the construction of the first plant), many factors exist that are beyond our control that could delay or even prevent this from happening. These factors include but are not limited to: construction delays, political unrest and severe economic turndowns. We believe that our strategy to construct plants in the US will help us in balancing the risk associated with our offshore projects on this regard.

In October 2006, we purchased proprietary patented technologies, Add-Power, a low temperature turbine (LTT), and Scrub Power, a special emission-to-energy system from three Swedish entities, Anovo AB Angelholm, Add-Power AB Angelholm, and SUPE Ltd for a total consideration of $2.8 million. The prototype has been substantially upgraded through the incurrence of additional research and development costs of approximately $125,847 during year 2007 and $ -0- during the first six months of 2008and are considering to patent new technologies that we believe will make the product more competitive and efficient. It has been tested and results have been drawn from its operating capacity at a steel mill in Sweden under a contract arrangement.

These technologies will allow us to convert greater quantities of heat, produced from boilers and turbines, and potentially increase the output of salable electricity by 20 to 30% or more over technologies that are currently available. We also believe that the LTT technology will provide us with an extremely efficient "low-temp turbine" which is powered by a proprietary fluid to drive the turbine and produce electricity at approximately 200† F, whereas most conventional boilers and turbines can only produce electricity at temperatures between 600† - 800† F.

We believe that we will be able to market these technologies to other companies in the energy industry as an aid to increase the output of electricity. The Company also plans to use these technologies to increase the efficiency of its own planned WTE facilities. We believe we will begin to receive orders for our Add-Power units in 2009, soon after we have completed the testing and establish the manufacturing process. Other applications are being explored to expand its use and expand our market opportunities for alternate energy sources.

We have presented Add Power to potential investors through our business plan and have received positive response. We believe financing for Add Power will be possible to meet our 2009 revenue target for this product. However, we make no assurances on the outcome of our negotiations and of any other factors out of our control that may change investor's perception of value and return.

Page 12 of 21

It should be noted that our independent auditors have concluded that there are many factors regarding our company and its operations that raise substantial doubt about the ability of the Company to continue as a going concern.. This means that unless we are able to additional raise funds from outside sources (either in the form of debt or equity), it is likely that we will not be able to continue to remain in business, and our operations will terminate.

Plan of Operation

Because we did not have sufficient financing (debt and/or equity) during the last fiscal year, our Plan of Operation (both long and short term) has not significantly changed from our plan indicated in our 10K Report for the year ended December 31, 2007. Accordingly, we still estimate that we will require approximately $30 million dollars over the next 18 months for a full deployment of our resources and execution of our business plan.

Prior to the adoption of our present business plan, we investigated the option of engaging in the management of low-level radioactive waste as a result of our acquisition of Terra Mar Environmental Systems, Inc. (TMES) assets. We determined not to pursue that business because of the time and expense of compliance with government regulation in the field.

Our current operating plan for year 2008 and thereafter has three components:
(1) to complete negotiations to begin a Land field operation and the construction of WTE project in Egypt and Saudi Arabia, (2) complete the research and development of our Add-Power electrical generating unit to make it a commercially viable product, and 3) to continue our existing program of introducing WTE technology to governments and others charged with responsibility to manage solid waste and/or provide potable water and electricity to various population segments. In furtherance of this general plan, we have self-imposed the following goals:

Research and Development


                                 PROJECTED DATE


                        Goal                                 Projected Date

 1. Processing of site permits in Mexico and start
 waste collection                                       7/2008 to 6/2009
 2. Fabricate and deliver first Add Power units         7/2008 to 6/2009
 3. Build remediation facilities and start the          7/2008 to 6/2009
 waste collection process in Egypt. Saudi Arabia

 4. Negotiations for WTE sites in several foreign
 countries and US territory now identified,
 including forming subsidiaries or strategic
 alliances as may be required                            On going
 .

Although we have raised $1,112,000, in equity financing during the six months ended June 30, 2008 and obtained a convertible loan to finance the operation, we have not reached the $30 million dollar target required for a full deployment of our resources and execution of the plan., We continue our funding campaign and have been making strides by re focusing our strategy and finding new players with synergies that increases the probability of a successful business relationship.

Research and Development

We do not expect to establish a discrete program of research or development as part of our business plan. We expect to expend our research and development efforts towards "on the job" training. We intend to cooperate with our development partners to develop efficient WTE technology customized to each customer's needs. We intend to share the learning from each project and application to improve all areas of existing WTE technology from air scrubbing to waste disposal.

We have invested in research and development for the Add Power unit and have tested it under a contract with an operating steel mill in Sweden. The machine has been upgraded and has been performing better than expected, but it will require additional upgrading and design to be able to produce at different outputs in different applications. We are in the process of seeking funding to take the prototype to a design stage and line up the manufacturing of the units. Our

Page 13 of 21

research and development costs have been as follows: for the six months ended June 30, 2008 --$ -0-; for the fiscal year ended December 31, 2007---$125,847 and for the fiscal year ended December 31, 2006---$ -0-

Purchase of Plant and Equipment

The development and construction of each proposed WTE facility will be dependent on: (i) locating appropriate land and obtaining permits for a WTE facility, (ii) obtaining significant external financing (including related financial guaranty and risk insurance) for purchase of materials and equipment and construction of facilities and (iii) securing contracts for delivery of waste and sales of byproducts necessary to produce revenues sufficient to cover debt service and operation costs. To that regard, we have moved into strategic alliances that allow us for a low cost entry into the markets we are exploring. This will make us move swiftly into some projects and allow us to generate revenues at a low cost possible. In the event we are not able to finance one or more proposed WTE facilities, we would be forced to abandon any such projects.

WTE Facility Finance

Our plan to build one or more WTE facilities will require significant capital, (approximately $250 million per plant) which we do not currently have. We intend to finance the construction and operation of WTE facilities through a combination of loans and securitization of income from long-term contracts for tipping fees, power and potable water sales. We have been pursuing strategic alliances to provide a stronger position by leveraging experience, track record and managerial expertise in WTE design, construction and operation. With this new approach, we believe that we will be successful in securing such financing although no assurance can be given. We have entered into an agreement with Marsh USA, Inc., an international insurance broker with the ability to provide financial guaranty insurance and risk management, to locate insurance for our projects.

Changes in the Number of Employees

We expect a substantial increase in full and part time employees in the foreseeable future to bolster our technical and marketing departments. During the quarter ended June 30, 2008, we hired Mr. Woodrow W. Crouch, as our new CEO. Mr. Crouch has significant experience and track record in designing and building energy plants. During the same quarter, we hired John Benvengo as our President and COO. Mr. Benvengo has experience in landfill design, construction and operations. If and when financing is available, we intend to hire additional full time staff to support project development and operations.

We expect that plant construction projects will be completed by third parties who will be engaged pursuant to contractual agreements most of whom we are already in negotiation with.

Trends

We believe that the trend that is most likely to affect our business is the burgeoning need of local governments at all levels in most countries to manage sold waste, significant quantities of which are hazardous. We believe this trend will generate demand for the technology we offer although no assurance can be given.

We also believe the trend of global warming will affect our business. The need to reduce the output of greenhouse gases has caused a trend to find ways of generating cleaner electricity from cleaner renewable energy sources. We believe the trend will generate a demand for our technology and services we offer although no assurance can be given.

FINANCIAL CONDITION

Ability to Meet Cash Requirements

We are considered to be in the development stage as defined in the Statement of Financial Accounting Standards ("FASB") No. 7. To date, we have received no income from our business operations. We have incurred substantial losses since our inception. As of June 30, 2008, we had an accumulated loss of $33 million during the development stage.

Net cash consumed by operating activities during development stage total $22.8 million comprised of $21.2 million used in non-cash transactions such as issuance of shares of stock for services, stock options exercised for free and value of options granted under our stock option plan. In addition to that, $0.8 million was charged for amortization and impairment charges and the remaining $.8 million represents the net effect on the change in other assets and liabilities during the period from inception to June 30, 2008.

Page 14 of 21

The company invested nearly $1.6 million in asset acquisition, with $1.0 million used to acquire the Add-Power technology and the remaining $0.6 million was invested in other assets.

Total cash provided by financing activities amounted $11.8 million from which $7.9 million came from sales of stock, $1.8 million was provided by exercise of options and warrants and $2.6 came from loans from officers and other borrowing.
An offset of nearly $0.7 million was used to repay loan obligations.

Based on the above data, we believe that without additional equity or debt financing, we will not be able to satisfy our cash requirements for the next twelve months.

Two Year Cash Forecast

We have developed a two-year timeline and cash forecast of our cash needs to execute our business plan and are in the process of raising the funds required to fund our operations for the next 24 months. Our first priority will be the development of the Add-Power unit, which has been already tested and operating at a steel mill in Sweden. Our investment in the manufacturing of the first couple of units should provide us with the foundation to seek contracts from interested customers, some of which have already seen the unit operational and have expressed interest in the Add-Power unit.

We will also pursue WTE projects, specifically those we already have started in Egypt, Saudi Arabia and Mexicali, Mexico. However, our approach will be that of pursuing the landfill permits and construction to be able to operate with revenues from waste collection, until the time we estimate that our first WTE facility will come online. At that Point, we will be in a better financial position to seek additional financing for the development and construction of WTE facilities, all of which will be equipped with the Add-Power unit for a more efficient and low cost energy production.

There can be no assurance, however, that we will be able to raise the amounts of financing required to operate our business until revenues commence, that we will be able to timely commence revenue generating operations of WTE facility (ies) or that if such facility (ies) commence operation, that we will generate sufficient revenue to be profitable.

We are in the process of attempting to raise capital to address approximately $30.3 million of financing needs for the next twenty-four months, outside of construction/project financing for specific waste to energy projects. Uses of the capital we are attempting to raise include:

1)

Working capital to cover overhead and execution costs during construction of waste to energy plants (approximately $18.4 million), additional details provided in the chart below.

2)

Working capital to cover the recently completed acquisition of Add-Power AB and the commercialization of Add-Power units (a patented low temperature turbine used for converting waste heat into electricity) of approximately $1.8 million.

3)

Additional development funding to apply Add-Power technology to low cost solar power generation, as well as to test the feasibility of integrating the Add-Power technology into small scale solar units for office parks, malls, and residential projects ($10.1 million).

Page 15 of 21

A detailed schedule of our capital needs for 18 months from July 1, 2008 and ending in December 31, 2009 is as follows:

                                               2008           2009           Total

   Employee Costs                      $  2,832,450     $4,240,050    $  7,072,500
   Travel                                 1,196,000      1,196,000       2,392,000
   Construction/Project Management          345,000        828,000       1,173,000
   Legal Fees                               979,800        966,000       1,945,800
   Outsourced Engineering                   316,250        690,000       1,006,250
   Contractors/Consultants                  949,900        940,700       1,890,600
   External & Internal Audit                142,600        345,000         487,600
   Corporate Insurance                      287,500        517,500         805,000
   Accounting Services (Outsourced)          86,250        345,000         431,250
   Marketing                                178,250        345,000         523,250
   Rental /Office Expenses                  320,850        345,000         665,850
   Total Operating Costs                 $7,634,850    $10,758,250     $18,393,100

   Additional
   Investment/Commercialization of
   other Proprietary Technology

   Cash for Add-Power Acquisition         1,000,000              -       1,000,000
   R&D of Add-Power unit for              4,823,600              -       4,823,600
   commercialization
   R&D of Add-Power unit for                      -
   potential solar
   commercialization                                     6,095,000       6,095,000
   Total Forecasted Cash Usage
   Excluding
   Project Specific Financing           $13,458,450    $16,853,250   $  30,311,700

In addition to the above, we plan to develop and execute contracts for our WTE facilities in Egypt, Mexico and elsewhere, (these contracts may include long term, ie.7-10 year, commitments for waste disposal, electric and water sales).
We expect to use these contracts, and the expected revenue sources they represent, to secure project specific financing. We expect to have multiple financing sources for project/construction financing on a project-by-project basis outside of this specific equity raise.

Payments Due under Contractual Obligations


We have future commitments at June 30, 2008 consisting of office lease
obligations as follows:



Year Ending December 31,   Office Lease Obligations
          2008                               65,459
          2009                               91,603
          2010                               91,443
          2011                                7,639
Total                                      $256,144

In addition, we have a contractual obligation to pay during 2008 the remaining $962,057 for the purchase of Add-Power. We will not be able to meet this obligation without proceeds of external financing, of which we provide no assurance.

Page 16 of 21

RESULTS OF OPERATIONS

Quarter ended June 30, 2008 compared to the quarter ended June 30, 2007

Our net losses increased by $3,546,761 for the quarter ended June 30, 2008 as compared to the quarter ended June 30, 2007. This increase in net losses is primarily attributable to stock compensation expenses, consulting and professional fees paid with shares of stock. The total increase amount in these categories during this period was $3,795,443 offset by other items.

Six months ended June 30, 2008 compared to the six months ended June 30, 2007

Our net losses increased by $6,137,157 for the six months ended June 30, 2008 as compared to the six months ended June 30, 2007. This increase in net losses is primarily attributable to stock compensation expenses, consulting and professional fees paid with shares of stock. The total increase amount in these categories during this period was $6,764,804 offset by other items.

The overall increase in expenses during the comparable periods responds to the lack of funding and has been incurred in an effort to keep the essential resources to meet the plan of operations.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

We have adopted various accounting policies that govern the application of accounting principles generally accepted in the United States of America in the preparation of our financial statements, which requires us to make estimates, and assumptions that affect the amounts reported in the financial statements and accompanying notes.

Although these estimates are based on our knowledge of current events and actions, we may undertake in the future, they may ultimately differ from actual results. Certain accounting policies involve significant judgments and assumptions by us, which have a material impact on our financial condition and results. Management believes its critical accounting policies reflect its most significant estimates and assumptions used in the presentation of our financial statements. Our critical accounting policies include debt management and accounting for stock-based compensation. We do not have off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as "special purpose entities".

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